University Park Recreation District

Consideration of Resolution 2020-02, Authorizing the Issuance of Series 2019 Bonds

RESOLUTION 2020-02
A RESOLUTION OF THE BOARD OF SUPERVISORS OF UNIVERSITY PARK RECREATION DISTRICT AUTHORIZING THE ISSUANCE OF UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019) (THE "SERIES 2019 BONDS") IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING
$24,000,000 TO PROVIDE FUNDS FOR THE PURCHASE AND RENOVATION OF THE RECREATION PROJECT DESCRIBED HEREIN; PROVIDING FOR THE DETERMINATION OF CERTAIN DETAILS OF THE SERIES 2019 BONDS AND AUTHORIZING A PUBLIC SALE OF THE SERIES 2019 BONDS; RE-APPROVING THE FORM OF A MASTER TRUST INDENTURE AND APPROVING THE FORM OF A FIRST SUPPLEMENTAL TRUST INDENTURE AND AUTHORIZING THEIR EXECUTION AND DELIVERY; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO THE SERIES 2019 BONDS IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2019 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT RELATING TO THE SERIES 2019 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE APPLICATION OF SERIES 2019 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2019 BONDS INCLUDING OBTAINING A SECURITIES RATING ON THE SERIES 2019 BONDS AND/OR OBTAINING MUNICIPAL BOND INSURANCE; MAKING CERTAIN DECLARATIONS; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.
WHEREAS, the University Park Recreation District (the "District") is authorized by Chapters 418 and 189 Florida Statutes (collectively, the "Act"), and Manatee County Ordinance No. 18-29, now Article III of Chapter 2-8 of the Manatee County Code of Ordinances, which Ordinance serves as the Charter of the District (the "Charter"), to own, acquire, construct, equip, operate, maintain and improve recreation facilities and improvements within the District, including the facilities and improvements known as the "University Park Country Club", as deemed necessary or convenient by the Board of Supervisors of the District (the "Board") for the carrying out of the functions of the District, and to enter into contracts and agreements necessary or incidental to the functions of the District and the execution of its powers; and
WHEREAS, pursuant to Sections 2-8-154 and 2-8-157 of its Charter and Chapters 170 and 197, Florida Statutes, the District is authorized to issue non-ad valorem assessment bonds, notes or other obligations to pay all or part of the cost of the acquisition, construction, maintenance and operation of any recreation project authorized by the Charter, to provide for any facility, service or other activity of the District and to provide for any combination of the foregoing purposes; and

WHEREAS, the acqms1tlon, renovation, improvement, equipping and operation of University Park Country Club, benefitting primarily the residents of University Park (the "Project") will enhance the District and Manatee County, and benefit the residents and the public by providing enhanced recreation facilities for residents and property owners in the District and the public; and

WHEREAS, the District has entered into a Purchase and Sale Agreement, dated as of January 11, 2019, as amended as of August 30, 2019, and as may be further amended from time to time, with Keswick Investments, LLC and related entities (collectively, the "Seller") to acquire the University Park County Club for a price of $16,750,000; and

WHEREAS, on February 7, 2019 a referendum of all Qualified Voters was held in the District, and the issuance of bonds in an aggregate principal amount not to exceed $24,000,000 to finance the Project was approved by such Qualified Voters, which result was certified by the Board pursuant to Resolution 2019-19 on February 8, 2019; and

WHEREAS, pursuant to the Act, the Charter and Resolution No. 2019-20 adopted on February 8, 2019 (the "Bond Resolution"), the Board authorized the issuance of not exceeding
$24,000,000 aggregate principal amount of Non-ad Valorem Assessment Bonds (the "Bonds") in one or more series to finance the acquisition and renovation of the Project, and approved the form of a Master Trust Indenture (the "Master Indenture"), between the District and U.S. Bank National Association, as Trustee (the "Trustee"); and

WHEREAS, the Series 2019 Bonds were validated and confirmed by a final judgment of the Twelfth Judicial Circuit Court in and for Manatee County, Florida, rendered on the 16th day of September, 2019, from which no appeal has been filed; and

WHEREAS, on November 9, 2018 the District approved a Master Assessment Methodology Report, dated November 9, 2018 for University Park Recreation District (the "Assessment Methodology Report"), prepared by the District's Methodology Consultant, PPM Financial Advisors LLC (f/k/a Fishkind & Associates, Inc.) setting forth the District's methodology for allocating Series 2019 Bond debt to property within the District; and
WHEREAS, the District duly adopted Resolution No. 2019-10 on November 9, 2018, declaring the levy and collection of Non-ad Valorem assessments (the "Non-ad Valorem Assessments") pursuant to the Act, the Charter and Chapter 170, Florida Statue , to secure payment of the Series 2019 Bonds, indicating the location, nature and estimated cost of the improvements which cost is to be defrayed by the Non-ad Valorem Assessments, providing the manner in which the Non-ad Valorem Assessments will be made, designating the lands upon which the Non-ad Valorem Assessments will be levied, authorizing the preparation of a preliminary assessment roll and, pursuant to Resolution No. 2019-11 adopted on November 9, 2018, fixed the time and place of a public hearing to be held on December 14, 2018; and
WHEREAS, after a public hearing held on December 14, 2018 the Board made certain adjustments to and adopted the final assessment roll for Non-ad Valorem Assessments pursuant to Resolution No. 2019-15; and

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WHEREAS, there has been submitted to this meeting with respect to the issuance and sale of the Series 2019 Bonds and submitted to the Board:
an updated form of Master Trust Indenture between the Trustee and the District attached hereto as Exhibit A (the "Master Indenture"); and
a form of First Supplemental Trust Indenture between the Trustee and the District attached hereto as Exhibit B (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"); and
a forms of Official Notice of Sale and Summary Notice of Sale with respect to the Series 2019 Bonds attached hereto as Exhibits C and D, respectively; and
a form of Preliminary Official Statement with respect to the Series 2019 Bonds, attached hereto as Exhibit E (the "Preliminary Official Statement"); and
a form of Rule 15c2-12 Certificate of the District relating to the Preliminary Official Statement, attached hereto as Exhibit F (the "Rule l 5c2- l 2 Certificate"); and
a form of the Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") to be entered into among the District and the dissemination agent named therein (the "Dissemination Agent"), attached hereto as Exhibit G;
WHEREAS, any capitalized term used herein and not otherwise expressly defined herein shall have the meaning ascribed thereto in the Indenture; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of University Park Recreation District, as follows:
Section 1. Authorization of Issuance of Serie 2019 Bonds. There are hereby authorized and directed to be issued the University Park Recreation District Non-ad Valorem Assessment Bonds, Series 2019 (the "Series 2019 Bonds") in an aggregate principal amount not to exceed $24,000,000, for the purposes of (i) providing funds to pay all or a portion of the costs of the Project, (ii) making a deposit to the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement, (iii) funding a portion of the interest coming due on the Series 2019 Bonds, and (iv) paying certain costs of issuance in respect of the Series 2019 Bonds. The Series 2019 Bonds shall be issued under and secured by the Indenture, the form of which by reference is hereby incorporated into this resolution as if set forth in full herein.
Section 2. Details of the Series 2019 Bonds. The District hereby determines that the Series 2019 Bonds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and in the manner as determined by the Chairman of the Board of Supervisors of the District (the "Chairman") or any member of the Board of Supervisors designated by the Chairman (a "Designated Member"), prior to the sale of said Series 2019 Bonds, all in a manner consistent with the requirements of the Bond Resolution and pursuant to the provisions set forth in Section 5 hereof.

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Section 3. Master Trust Indenture. The District hereby approves and authorizes the execution of the Master Trust Indenture by the Chairman or any Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors (the "Secretary") and the delivery of the Master Trust Indenture in substantially the form thereof attached hereto as Exhibit A, with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of the Master Trust Indenture attached hereto.

Section 4. First Supplemental Indenture. The District hereby approves and authorizes the execution of the First Supplemental Indenture by the Chairman or any Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors (the "Secretary") and the delivery of the First Supplemental Indenture in substantially the form thereof attached hereto as Exhibit B, with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of First Supplemental Indenture attached hereto.

Section 5.	Public Sale of Series 2019 Bond ; Award of Series 2019 Bonds.
It is hereby found, ascertained, determined and declared by the District that a public sale of the Series 2019 Bonds in the aggregate principal amount of not exceeding $24,000,000 is required by the Act and the Charter of the District and is hereby authorized. Each of the of the Chairman or any Designated Member is hereby authorized to approve and publish a Summary Notice of Sale for the Series 2019 Bonds, to approve and distribute an Official Notice of Sale for the Series 2019 Bonds and related documents, and to approve a Preliminary Official Statement for distribution in connection with such Official Notice of Sale. The Official Notice of Sale and Summary Notice of Sale shall be substantially in the forms set forth in Exhibit C and Exhibit D, respectively, attached hereto. The Series 2019 Bonds shall be offered at public sale on a date to be determined in the discretion of the Chairman or Designated Member without further authorization from the Board. Each of the Chairman or Designated Member is hereby authorized and directed to publish, or cause to be published, the Summary Notice of Sale in The Bond Buyer, a financial newspaper published and/or of general circulation in the Borough of Manhattan, City and State of New York one time not less than 10 days prior to such date of sale. The Board hereby separately authorizes and directs the Chairman or Designated Member, and the District Manager, the District's Financial Advisor (hereinafter defined), the District Counsel and Bond Counsel to take all actions necessary to consummate such sale, upon the terms and conditions set forth in the Official Notice of Sale.

The Chairman or Designated Member, the District Manager, PFM Financial Advisors, LLC (the "Financial Advisor"), Roosevelt & Cross Inc. as provider of financial support services, and other consultants are hereby authorized to take such action as they deem necessary or desirable to obtain a securities rating for the Series 2019 Bonds from Moody's Investors Service, Inc., Standard & Poor's Global Ratings and/or Fitch Ratings, and to determine, upon the advice of the Financial Advisor, whether all or a portion of the Series 2019 Bonds shall be insured by a municipal bond insurance policy, and whether all or a portion of the Series 2019 debt service

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reserve account requirement shall be satisfied by a municipal bond debt service reserve insurance policy.

The Chairman or any Designated Member, in consultation with and upon the advice of the District's Financial Advisor, District Counsel, and Bond Counsel, are authorized to receive bids for the purchase of the Series 2019 Bonds and to award the Series 2019 Bonds to the lowest responsive bidder as evidenced by the execution of the Certificate of Award (as hereinafter defined), without further action by the Board.

Characteristics of the Series 2019 Bonds or any installment thereof, determined on the basis of the bids and the provisions of this Resolution, shall be set forth in a certificate of the District awarding the Series 2019 Bonds (the "Certificate of Award") to the successful purchaser thereof. The Certificate of Award shall be executed by the Chairman or any Designated Member, upon satisfaction of the conditions specified below, without further action by the Board. The resulting characteristics of the Series 2019 Bonds shall be incorporated into the First Supplemental Indenture.

This delegation of the District is expressly made subject to the following conditions, the failure of any of which shall render the successful bid voidable at the option of the District. The conditions for execution of the Certificate of Award are:

The form of Certificate of Award shall be approved by Bond Counsel to
the District;

The net interest cost rate for the Series 2019 Bonds, based upon their award to the successful bidder, shall not exceed the interest rate limitation contained in Section 215.84, Florida tatute ;

The final maturity of the Series 2019 Bonds shall not be later than May 1,
2050;

than May 1, 2029;

The Series 2019 Bonds shall be subject to optional redemption no later

The purchase price of the Series 2019 Bonds shall not be less than 99% of the aggregate principal amount of the Series 2019 Bonds in combination with the underwriter's discount and any original issue premium or discount;

Prior to award of the Series 2019 Bonds to the successful bidder, the District shall receive from the successful bidder a truth-in-bonding statement as required by Section 218.385(2) and (3), Florida Statute ; and

The successful bidder (the "Purchaser") shall comply with such other conditions as set forth in the Official Notice of Sale or as requested by Bond Counsel to the District.

Section 6.	Preliminary Official Statement; Final Official Statement. The District hereby approves the form of the Preliminary Official Statement submitted to this meeting and
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attached hereto as Exhibit E and authorizes its distribution and use in connection with the limited offering for sale of the Series 2019 Bonds. The preparation of a final Official Statement relating to the Series 2019 Bonds (the "Official Statement") is hereby approved and the Chairman or any Designated Member is hereby authorized to execute such final Official Statement to be dated the date of the award of the Series 2019 Bonds and, upon such award, to deliver the same to the winning bidder. The Official Statement shall be substantially in the form of the Preliminary Official Statement attached as Exhibit E hereto, with such changes as shall be approved by the Chairman or Designated Member as necessary to conform the details of the Series 2019 Bonds and such other insertions, modifications and changes as may be approved by the Chairman or Designated Member. The execution and delivery of the Official Statement by the Chairman or Designated Member shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Official Statement and the information contained therein in connection with the sale of the Series 2019 Bonds. The Chairman or Designated Member is further authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, in the form as mailed or posted, and in furtherance thereof to execute the Rule 15c2-12 Certificate evidencing the same substantially in the forms attached hereto as Exhibit F.
Section 7. Continuing Disclosure. The District hereby authorizes and approves the execution and delivery of the Continuing Disclosure Agreement by and among the District and the Dissemination Agent by the Chairman or a Designated Member substantially in the form presented to this meeting and attached hereto as Exhibit G, with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of Continuing Disclosure Agreement attached hereto. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated by the U.S. Securities and Exchange Commission.

Section 8. Application of Bond Proceeds. The proceeds of the Series 2019 Bonds shall be applied in the manner required in the First Supplemental Indenture.

Section 9. Further Official Action; Ratification of Prior and Subsequent Acts. The Chairman, the Secretary and each member of the Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2019 Bonds, any documents required in connection with implementation of a book-entry system of registration, any document required in order to obtain a securities rating on the Series 2019 Bonds, any document required in connection with obtaining a policy of municipal bond insurance, or in connection with obtaining a reserve account insurance policy, any documents in connection with conducting a public sale of the Series 2019 Bonds, and any agreements in connection with maintaining the exclusion of interest on the Series 2019 Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairman or Designated Member or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any
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Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chairman or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chairman or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 10. Severability. If any section, paragraph, clause or prov1s1on of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 11. Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.

Section 12. Ratification of Prior Acts. All actions previously taken by or on behalf of the District in connection with the issuance of the Series 2019 Bonds are hereby authorized, ratified and confirmed.

Section 13. Public Meetings. It is hereby found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.

Section 14. Effective Date. This Resolution shall take effect immediately upon its adoption.

[SIGNATURE PAGE FOLLOWS]

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PASSED in Public Session of the Board of Supervisors of University Park Recreation District, this 29th day of October, 2019.

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mi�f/·  /; 'PJ,l

UNIVERSITY PARK RECREATION

Attest:

/.ls.s't-.S(1ecrejtaLfryl(, Bt4:oard a0J.t Sup,ter9v<i Qors

Chairman, Board of Supervisors

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EXHIBIT A
FORM OF MASTER TRUST INDENTURE

A-1

MASTER TRUST INDENTURE

between

UNIVERSITY PARK RECREATION DISTRICT
(Manatee County, Florida)

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Dated as of November 1, 2019

relating to

UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS

TABLE OF CONTENTS

Article I DEFINITIONS
Article II THE BONDS
SECTION 2.01.	Amounts and Terms of Bonds; Details of Bonds	17
SECTION 2.02.	Execution	18
SECTION 2.03.	Authentication; Authenticating Agent	19
SECTION 2.04.	Registration and Registrar	19
SECTION 2.05.	Mutilated, Destroyed, Lost or Stolen Bonds	19
SECTION 2.06.	Temporary Bonds	20
SECTION 2.07.	Cancellation and Destruction of Surrendered Bonds	20
SECTION 2.08.	Registration, Transfer and Exchange	20
SECTION 2.09.	Persons Deemed Owners	21
SECTION 2.10.	Limitation on Incurrence of Certain Indebtedness	21
SECTION 2.11.	Qualification for The Depository Trust Company	21
Article III ISSUE OF BONDS
SECTION 3.01.	Issue of Bonds	23
Article IV
ACQUISITION AND CONSTRUCTION OF PROJECT
SECTION 4.01.	Project to Conform to Plans and Specifications; Changes	25
SECTION 4.02.	Compliance Requirements	25
Article V
ACQUISITION AND CONSTRUCTION FUND
SECTION 5.01.	Acquisition and Construction Fund	26
Article VI
NON-AD VALOREM ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS
SECTION 6.01.	Non-Ad Valorem Assessments; Lien of Indenture on Pledged Revenues 27 SECTION 6.02.	Funds and Accounts Relating to the Bonds	28
SECTION 6.03.	Revenue Fund	28
SECTION 6.04.	Debt Service Fund	30
SECTION 6.05.	Debt Service Reserve Fund	31
SECTION 6.06.	Bond Redemption Fund	33
SECTION 6.07.	Drawings on Credit Facility	34
SECTION 6.08.	Procedure When Funds Are Sufficient to Pay All Bonds of a Series	34
SECTION 6.09.	Certain Moneys to Be Held for Series Bondholders Only	35
SECTION 6.10.	Unclaimed Moneys	35
SECTION 6.11.	Rebate Fund	35

Article VII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS
SECTION 7.01.	Deposits and Security Therefor	36
SECTION 7.02.	Investment or Deposit of Funds	36
SECTION 7.03.	Valuation of Funds	38
SECTION 7.04.	Patriot Act Requirements of Trustee	38
SECTION 7.05.	Brokerage Confirmations	38
Article VIII
REDEMPTION AND PURCHASE OF BONDS
SECTION 8.01.	Redemption Dates and Prices	38
SECTION 8.02.	Notice of Redemption and of Purchase	40
SECTION 8.03.	Payment of Redemption Price	41
SECTION 8.04.	Partial Redemption of Bonds	41
Article IX COVENANTS OF THE ISSUER
SECTION 9.01.	Power to Issue Bonds and Create Lien	42
SECTION 9.02.	Payment of Principal and Interest on Bonds	42
SECTION 9.03.	Non-Ad Valorem Assessments; Re-Assessments	43
SECTION 9.04.	Method of Collection	43
SECTION 9.05.	Delinquent Non-Ad Valorem Assessments	44
SECTION 9.06.	Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Non- Ad Valorem Assessment Liens	44
SECTION 9.07.	Books and Records with Respect to Non-Ad Valorem Assessments	45
SECTION 9.08.	Removal of Non-Ad Valorem Assessment Liens	45
SECTION 9.09.	Deposit of Non-Ad Valorem Assessments	47
SECTION 9.10.	Construction to be on District Lands	47
SECTION 9.11.	Operation, Use and Maintenance of Project	47
SECTION 9.12.	Observance of and Compliance with Valid Requirements	48
SECTION 9.13.	Payment of Operating or Maintenance Costs by State or Others	48
SECTION 9.14.	Insurance	48
SECTION 9.15.	Use of Revenues for Authorized Purposes Only	48
SECTION 9.16.	Books, Records and Annual Reports	48
SECTION 9.17.	Employment of Certified Public Accountant	48
SECTION 9.18.	Establishment of Fiscal Year, Annual Budget	49
SECTION 9.19.	Audit Reports	49
SECTION 9.20.	Covenant Against Sale or Encumbrance; Exceptions	49
SECTION 9.21.	No Loss of Lien on Pledged Revenue	50
SECTION 9.22.	Compliance With Other Contracts and Agreements	50
SECTION 9.23.	Issuance of Additional Obligations	50
SECTION 9.24.	Extension of Time for Payment of Interest Prohibited	50
SECTION 9.25.	Further Assurances	50
SECTION 9.26.	Use of Bond Proceeds to Comply with Internal Revenue Code	50
SECTION 9.27.	Corporate Existence and Maintenance of Properties	51
SECTION 9.28.	Bankruptcy or Insolvency of Landowner	51

SECTION 9.29.	Continuing Disclosure	52
Article X
EVENTS OF DEFAULT AND REMEDIES
SECTION 10.01.  Events of Default and Remedies	53
SECTION 10.02.  Events of Default Defined	53
SECTION 10.03.  No Acceleration; Redemption	54
SECTION 10.04.  Foreclosure of Assessment Lien	54
SECTION 10.05.  Legal Proceedings by Trustee	55
SECTION 10.06.  Discontinuance of Proceedings by Trustee	55
SECTION 10.07.  Bondholders May Direct Proceedings	55
SECTION 10.08.  Limitations on Actions by Bondholder	55
SECTION 10.09.  Trustee May Enforce Rights Without Possession of Bonds	55
SECTION 10.10.  Remedies Not Exclusive	56
SECTION 10.11.  Delays and Omissions Not to Impair Rights	56
SECTION 10.12.  Application of Moneys in Event of Default	56
SECTION 10.13.  Trustee's Right to Receiver; Compliance with Act	57
SECTION 10.14.  Trustee and Bondholders Entitled to all Remedies under Act	57
SECTION 10.15.  Credit Facility Issuer's Rights Upon Events of Default	57
Article XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 11.01.  Acceptance of Trust	58
SECTION 11.02.  No Responsibility for Recitals	58
SECTION 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence	58
SECTION 11.04.  Compensation and Indemnity	59
SECTION 11.05.  No Duty to Renew Insurance	59
SECTION 11.06.  Notice of Default; Right to Investigate	59
SECTION 11.07.  Obligation to Act on Defaults	59
SECTION 11.08.  Reliance by Trustee	60
SECTION 11.09.  Trustee May Deal in Bonds	60
SECTION 11.10.  Construction of Ambiguous Provisions	60
SECTION 11.11.  Resignation of Trustee	60
SECTION 11.12.  Removal of Trustee	60
SECTION 11.13.  Appointment of Successor Trustee	61
SECTION 11.14.  Qualification of Successor	61
SECTION 11.15.  Instruments of Succession	61
SECTION 11.16.  Merger of Trustee	61
SECTION 11.17. Extension of Rights and Duties of Trustee to Paying Agent and Registrar62 SECTION 11.18.  Resignation of Paying Agent or Registrar	62
SECTION 11.19.  Removal of Paying Agent or Registrar	62
SECTION 11.20.  Appointment of Successor Paying Agent or Registrar	62
SECTION 11.21.  Qualifications of Successor Paying Agent or Registrar	63
SECTION 11.22.  Judicial Appointment of Successor Paying Agent or Registrar	63
SECTION 11.23.  Acceptance of Duties by Successor Paying Agent or Registrar	63
SECTION 11.24.  Successor by Merger or Consolidation	63

Article XII
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS
SECTION 12.01.  Acts of Bondholders; Evidence of Ownership of Bonds	64
Article XIII AMENDMENTS AND SUPPLEMENTS
SECTION 13.01.  Amendments and Supplements Without Bondholders' Consent	64
SECTION 13.02.  Amendments With Bondholders' Consent	64
SECTION 13.03. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel	65
Article XIV DEFEASANCE
SECTION 14.01.  Defeasance	65
SECTION 14.02.  Deposit of Funds for Payment of Bonds	65
Article XV MISCELLANEOUS PROVISIONS
SECTION 15.01.  Limitations on Recourse	66
SECTION 15.02.  Payment Dates	66
SECTION 15.03.  No Rights Conferred on Others	67
SECTION 15.04.  Illegal Provisions Disregarded	67
SECTION 15.05.  Substitute Notice	67
SECTION 15.06.  Notices	67
SECTION 15.07. Controlling Law	68
SECTION 15.08.  Successors and Assigns	68
SECTION 15.09.  Headings for Convenience Only	68
SECTION 15.10.  Counterparts	68
SECTION 15.11.  Appendices and Exhibits	69
EXHIBIT A- Legal Description of the District EXHIBIT B- Description of the Project EXHIBIT C- Form of Bond
EXHIBIT D- Form of Requisition

THIS MASTER TRUST INDENTURE, dated as of November 1, 2019 (the "Master Indenture"), by and between UNIVERSITY PARK RECREATION DISTRICT (together with its permitted successors and assigns, the "Issuer"), a recreation district organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Orlando, Florida (said national banking association and any bank or trust company becoming successor trustee under this Master Indenture and all Supplemental Indentures (as hereinafter defined) being hereinafter referred to as the "Trustee");
W I T N E S S E T H:

WHEREAS, the Issuer is a recreation district duly organized and existing under the provisions of Chapters 418 and 189, Florida Statutes, as amended (collectively, the "Act") created by Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) effective on August 3, 2018 (the “Charter”), for the purposes of acquiring and improving recreation facilities, benefitting property to be served by the District (as defined below); and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the "District" or "District Lands") currently consist of approximately [ ] gross acres of land located within the County; and

WHEREAS, the Issuer has determined to undertake the acquisition, financing, renovation and improvement, in one or more stages, of recreation facilities known as University Park County Club and associated professional fees and incidental costs related thereto pursuant to the Act, the Charter and the Purchase and Sale Agreement (hereinafter defined) for the special benefit of the District Lands (as further described in Exhibit B hereto, the "Project"); and

WHEREAS, the Issuer proposes to finance the costs of the Project by the issuance of one or more series of bonds pursuant to this Master Indenture;

NOW,   THEREFORE,   THIS   MASTER   INDENTURE   WITNESSETH,   that to
provide for the issuance of Bonds (as hereinafter defined) under this Master Indenture, as supplemented from time to time by one or more Supplemental Indentures (as hereinafter defined), the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series (as hereinafter defined) and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title

and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds of a Series issued hereunder and any reimbursement due to any Credit Facility Issuer for any drawing on its Credit Facility issued with respect to any such Bonds, as required under the terms of the corresponding Credit Facility Agreement, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

ARTICLE I DEFINITIONS

In this Master Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout this Master Indenture and all Supplemental Indentures, and in addition, the following terms shall have the meanings specified below:

"Account" shall mean any account or subaccount established pursuant to this Master Indenture and all Supplemental Indentures.

"Act" shall mean Chapters 418 and 189, Florida Statutes, as amended from time to time, and any successor statutes thereto.

"Annual Budget" shall mean the Issuer's budget of current operating and maintenance expenses for the Project for a Fiscal Year, as the same may be amended from time to time, adopted in accordance with the provisions hereof.

"Arbitrage Certificate" shall mean the certificate of the Issuer delivered at the time of issuance of a Series of Tax-Exempt Bonds setting forth the expectations of the Issuer with respect to the use of the proceeds of such Series and also containing certain covenants of the Issuer in order to achieve compliance with the Code relating to the tax-status of the Tax-Exempt Bonds.

"Authenticating Agent" shall mean the agent so described in, and appointed pursuant to, Section 2.03 of this Master Indenture.

"Authorized Denomination" shall mean, unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, $5,000 if the Bonds bear an investment grade rating by a nationally recognized rating agency, and otherwise, initially in principal amounts of
$100,000 and any integral multiple of $5,000 in excess thereof, and thereafter, in denominations of $5,000 or any integral multiple thereof.

"Authorized Newspaper" shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York, New York, or such other cities as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are  required, they may be made in the same or different Authorized Newspapers.

"Beneficial Owner" shall mean the actual owner of Bonds while the Bonds are registered in the name of Cede & Co., as the nominee of DTC. The Trustee is authorized to recognize the Beneficial Owners of a Series of Bonds for purposes of approvals, consents or other actions taken hereunder or under a Supplemental Indenture if beneficial ownership is proven to the satisfaction of the Trustee.

"Board" shall mean the Board of Supervisors of the Issuer.

"Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.

"Bondholder," "Holder of Bonds," "Holder," or "Owner" or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.

"Bond Redemption Fund" shall mean the Fund so designated which is established pursuant to Section 6.06 hereof.

"Bond Register" shall have the meaning specified in Section 2.04 of this Master Indenture.

"Bonds" shall mean the University Park Recreation District Non-Ad Valorem Assessment Bonds, issued in one or more Series pursuant to the provisions of the Act, the Charter, this Master Indenture and one or more Supplemental Indentures, and Bonds subsequently issued to refund all or a portion of such aforementioned Bonds.

"Business Day" shall mean any day other than a Saturday or Sunday or legal holiday or a day on which the designated corporate office of the Trustee, the Registrar or any Paying Agent is closed, or any day on which the payment system of the U.S. Federal Reserve is not operational.

"Certified Public Accountant" shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State.

"Certified Resolution" or "Certified Resolution of the Issuer" shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal, to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.

" County" shall mean the Manatee County, Florida.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Completion Date" shall have the meaning given to such term in Section 5.01 of this Master Indenture.

"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the Issuer, the dissemination agent named therein and any Landowner that is the owner of at least twenty percent (20%) of the District Lands which have been determined by the Issuer to be lands benefited by the Project or portion thereof financed with the proceeds of a Series of Bonds or are responsible for payment of at least twenty percent (20%) of the Non-Ad Valorem Assessments levied and collected on all or a portion of the District Lands with respect to the Project or portion thereof financed by such Series of Bonds, and any other Obligated Person(s) under the Rule, in connection with the issuance of one or more Series of Bonds hereunder, pursuant to the requirements of the Rule.

"Cost" or "Costs," in connection with the Project or any portion thereof, shall mean all expenses which are properly chargeable thereto under Generally Accepted Accounting Principles or which are incidental to the planning, financing, acquisition, construction, reconstruction, equipping and installation thereof, including, without limiting the generality of the foregoing:

expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction of the Project;

cost of surveys, estimates, plans, and specifications;

cost of improvements;

engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges;

cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer);

cost of all lands, properties, rights, easements, and franchises acquired;

financing charges;

creation of initial reserve and debt service funds;

working capital;

interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine and as approved by Bond Counsel;

the	cost	of	issuance	of	Bonds,	including,	without	limitation, advertisements and printing;

the cost of any election held pursuant to the Act and all other expenses of issuance of bonds;

the discount, if any, on the sale or exchange of Bonds;

amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act;

costs of prior improvements performed by the Issuer in anticipation of the
Project;

costs incurred to enforce remedies against contractors, subcontractors, any
provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute;

premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;

payments, contributions, dedications, and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose;

administrative expenses;

taxes, assessments and similar governmental charges during construction or reconstruction of the Project;

expenses of Project management and supervision;

costs of effecting compliance with any and all governmental permits relating to the Project;

such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of the Project or to the financing thereof; and

any other "cost" or expense as provided by the Act.

In connection with the refunding or redeeming of any Bonds, "Cost" includes, without limiting the generality of the foregoing, the items listed in (d), (k), (l) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of such Bonds (and the accrued interest payable on redemption to the extent not otherwise provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above. Whenever Costs are to be paid hereunder, such payment may be made by way of reimbursement to the Issuer or any other Person who has paid the same in addition to direct payment of Costs.

"Counsel" shall mean an attorney-at-law or law firm (who may be counsel for the Issuer) not unsatisfactory to the Trustee.

"County" shall mean Manatee County, Florida.

"Credit Facility" shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary contained in this Master Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Issuer.

"Credit Facility Agreement" shall mean any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.

"Credit Facility Issuer" shall mean the issuer or guarantor of any Credit Facility.

"Debt Service Fund" shall mean the Fund so designated which is established pursuant to Section 6.04 hereof.

"Debt Service Requirements" with reference to a specified period, shall mean:

interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under this Master Indenture and any Supplemental Indentures;

amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and

amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.

For any Bonds that bear interest at a variable rate, the interest payable for a specified period shall be determined as if such Bonds bear interest at the maximum rate provided for in the applicable Supplemental Indenture and if no maximum rate is provided for in the Supplemental Indenture, the maximum rate shall be 12% per annum.

"Debt Service Reserve Fund" shall mean the Fund so designated which is established pursuant to Section 6.05 hereof.

"Debt Service Reserve Insurance Policy" shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any Account or subaccount therein in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other

evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any Account or subaccount therein in one of the three highest rating categories, without regard to gradations, of both Moody's and S&P, unless otherwise approved by the Credit Facility Issuer, if any, who has issued a Credit Facility with respect to the Bonds.

"Debt Service Reserve Letter of Credit" shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any Account or subaccount therein in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any Account or subaccount therein in one of the three highest rating categories (without regard to gradations) of both Moody's and S&P, unless otherwise approved by the Credit Facility Issuer, if any, who has issued a Credit Facility with respect to the Bonds.

"Debt Service Reserve Requirement" shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, and (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series.

"Defeasance Securities" shall mean, to the extent permitted by law, (a) cash, or (b) non- callable Government Obligations.

"District Lands" or "District" shall mean the premises governed by the Issuer, consisting of approximately [ ] gross acres of land located within the County, as more fully described in Exhibit A hereto.

"District Manager" shall mean the then District Manager or acting District Manager of the Issuer.
"Event of Default" shall mean any of the events described in Section 10.02 hereof. "Fiscal Year" shall mean the period of twelve (12) months beginning October of each
calendar year and ending on September 30 of the following calendar year, and also shall mean the period from actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as may hereafter be established pursuant to a Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law.

"Fitch" shall mean Fitch Ratings, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency,

"Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

"Fund" shall mean any fund established pursuant to this Master Indenture.

"Generally Accepted Accounting Principles" shall mean those accounting principles applicable in the preparation of financial statements of municipalities.

"Government Obligations" shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Indenture" shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the Supplemental Indenture pursuant to which such Series of Bonds is issued.

"Independent" shall mean a Person who is not a member of the Issuer's Board, an officer or employee of the Issuer or Developer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuer's Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or Developer shall not make such Person an employee within the meaning of this definition.

"In Kind Payment" shall mean an in kind prepayment made by or on behalf of any Landowner of Non-Ad Valorem Assessments levied against such Landowner's property by the surrender and cancellation of a principal amount of Bonds of a Series equal to the principal amount of the Non-Ad Valorem Assessments levied by the Issuer against such property for the purpose of paying the Debt Service Requirements on the Series of Bonds to be prepaid, all in accordance with the provisions of Section 9.08(c) of this Master Indenture.

"Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.

"Interest Payment Date" shall mean, unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, each May 1 and November 1 commencing on the date specified in the Certified Resolution of the Issuer or in the Supplemental Indenture pursuant to which a Series of Bonds is issued.

"Interest Period" shall mean the period from and including any Interest Payment Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day.

"Investment Securities" shall mean and include any of the following securities:

Government Obligations;

obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation;

money market deposit accounts, time deposits, and certificates of deposit issued by commercial banks, savings and loan associations or mutual savings banks whose short- term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody’s and S&P;

commercial paper rated in the top two rating category by both Moody's and S&P at the time of purchase;

municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts, the interest on which is exempt from federal income taxation under Section 103 of the Code and rated A- or higher by Moody's, Fitch or S&P at the time of purchase;

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for such funds by Moody's and S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates  issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P at the time of purchase;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by the Holder of the Collateral (as defined herein) with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3," respectively, the provider shall immediately notify the Trustee and the provider shall at its option, within (10) Business Days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "A- " or "A3," respectively, the provider must promptly notify the Issuer and the Trustee of such downgrade and at the direction by the Issuer to the Trustee, within ten (10) calendar days, either
maintain collateral at levels sufficient to maintain an "AA" rated investment from S&P and

an "Aa" rated investment from Moody's, or (2) repurchase all collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) Business Days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall, provided it has been provided with notice of such downgrade, withdraw the entire amount invested plus accrued interest within two (2) Business Days after receipt of such notice. Any repurchase agreement entered into pursuant to this Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the Issuer or the Trustee to liquidate the collateral as provided above;

The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books);

The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer and addressed to the Issuer and the Trustee shall be rendered that the Holder of the collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);

The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;

The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider to give written notice to the Trustee of any change in its long-term debt rating;

The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;

The term of the repurchase agreement shall be no longer than ten
years;

The interest with respect to the repurchase transaction shall be
payable at the times and in the amounts necessary in order to make funds available when required under an applicable Supplemental Indenture;

The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Indenture;

Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the Beneficial Owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R.
306.1 et seq., or 31 C.F.R. 350.0 et seq., are created for the benefit of the Beneficial Owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third-party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Holder and the Trustee. The custodial agreement shall provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the Beneficial Owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank;

investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the highest short-term rating category by Fitch, Moody's or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated Aa2 or better by Moody's and AA or better by S&P or Fitch (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided:

interest is paid on any date interest is due on the Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;

moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two (2) Business Days' notice unless otherwise specified in a Supplemental Indenture;

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and

the Trustee receives an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

In the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Trustee within five
(5) Business Days of such downgrade event and the provider shall at its option, within ten
Business Days after notice is given to the Trustee take any one of the following actions:

collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

have the agreement guaranteed by a provider which results in a minimum rating criteria of an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

repay all amounts due and owing under the agreement.

In the event the provider has not satisfied any one of the above condition within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.

bonds, notes and other debt obligations of any corporation  organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated "A-" or better by at least two (2) of the following rating agencies: Moody's, S&P or Fitch or "AA-" or better by either S&P or Fitch or "Aa-" or better by Moody's;

the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation); and

(xii)	other investments permitted by Florida law and directed by the Issuer.

The Trustee shall be entitled to conclusively rely that any investment directed by the Issuer is permitted under the Indenture, and a legal investment for funds of the Issuer.

"Issuer" shall mean the University Park Recreation District.

"Landowner" shall mean any owner of District Lands encumbered by Non-Ad Valorem Assessments.

"Majority Holder" shall mean, individually or collectively, the Beneficial Owners of more than 50% of the applicable Series of Bonds then Outstanding.

"Major Non-Recurring Expense" shall mean the cost of major replacement or reconstruction of the Project, or any part thereof, the cost of major repairs, renewals or replacements, the provision of a reserve for the payment of insurance premiums not due on an annual or more frequent basis, and the cost of studies, surveys, estimates and investigations in connection with any of the foregoing.

"Master Indenture" shall mean, this Master Trust Indenture dated as of November 1, 2019 by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XIII hereof.

"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

"Non-Ad Valorem Assessments" shall mean the net proceeds derived from the levy and collection of "non-ad valorem assessments," as provided for in Sections 2-8-154 and 2-8-160 of the Charter against District Lands that are subject to assessment as a result of a particular Project or any portion thereof, including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act, the Charter and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Non-Ad Valorem Assessments" shall not include "non-ad valorem assessments" levied and collected by the Issuer for operation and maintenance purposes under Sections 2-8-154 and 2-8-160 of the Charter.

"Officers' Certificate" or "Officer's Certificate" shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee.

"Outstanding," in connection with a Series of Bonds, shall mean, as of the time in question, all Bonds of such Series authenticated and delivered under the Indenture, except:

all Bonds theretofore cancelled or required to be cancelled under Section
2.07 hereof;

Bonds for the payment, redemption or purchase of which moneys and/or
Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall

concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and

Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.

In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds of such Series which are actually known by a Responsible Officer of the Trustee to be held by or on behalf of the Issuer shall be disregarded for the purpose of any such determination, unless all of the Bonds of such Series are held by or on behalf of the Issuer; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof.

"Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Paying Agent" shall mean initially the Trustee, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.

"Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals.

"Pledged Revenues" shall mean, unless otherwise provided by Supplemental Indenture with respect to a Series of Bonds, with respect to each Series of Bonds Outstanding, (a) all revenues received by the Issuer from Non-Ad Valorem Assessments levied and collected on all or a portion of the District Lands with respect to the Project or portion thereof financed by such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Non-Ad Valorem Assessments or from the issuance and sale of tax certificates with respect to such Non-Ad Valorem Assessments, and
(b) all moneys on deposit in the Funds and Accounts established under the Indenture for, or otherwise expressly allocated to, such Series of Bonds; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "Non-Ad Valorem Assessments" levied and collected by the Issuer for operation and maintenance purposes or "non-ad valorem operation and maintenance assessments" levied and collected by the Issuer under Section 2-8-154 and 2-8-160 of the Charter and Section 418.22 of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso).

"Prepayment" shall mean the payment by any owner of Property of the amount of Non- Ad Valorem Assessments encumbering its property, in whole or in part, prior to its scheduled due date. A Landowner may make a Prepayment in kind pursuant to the provisions of Section
9.08 hereof.

"Project" shall mean with respect to any Series of Bonds, the portion or portions of certain recreation improvements to be acquired and/or constructed by the Issuer, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided that a Project shall specially benefit all of the District Lands on which Non-Ad Valorem Assessments to secure such Series of Bonds have been levied.

"Project Documents" shall mean all permits, drawings, plans and specifications, contracts and other instruments and rights relating to the Project and the development assigned by the developer(s) of the District Lands to the Issuer pursuant to a collateral assignment.

"Property Appraiser" shall mean the property appraiser of the County.

"Property Appraiser and Tax Collector Agreement" shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof.

“Purchase and Sale Agreement” shall mean the Purchase and Sale Agreement, dated as of January 4, 2019, as amended as of August 30, 2019, by and between the District and Keswick Investments, LLC, University Park Partners, LLC and various related entities listed therein, relating to the purchase and sale of the University Park Country Club Property.

"Rebate Fund" shall mean the Fund so designated, which is established pursuant to Section 6.11 of this Master Indenture.

"Record Date" shall mean, as the case may be, the applicable Regular or Special Record
Date.

"Redemption Price" shall mean the principal amount of any Bond plus the applicable
premium, if any, payable upon redemption thereof pursuant to the Indenture.

"Registrar" shall mean initially the Trustee, which entity shall have the responsibilities  set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.

"Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

"Regulatory Body" shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the County and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the County, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer.

"Responsible Officer" shall mean with respect to the Issuer, any member of the Board, the District Manager, or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the

foregoing, either generally or with respect to the execution of any particular document or other specific matter, and when used with respect to the Trustee, any vice president, assistant vice president, senior associate or other officer of the Trustee within the corporate trust office specified in Section 15.06 (or any successor corporate trust office) having direct responsibility for the administration of this Indenture.

"Revenue Fund" shall mean the Fund so designated which is established pursuant to Section 6.03 hereof.

"Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as the same may be amended from time to time.

"S&P" shall mean Standard & Poor's, a Standard & Poor's Financial Services LLC business, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

"Series" shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable Supplemental Indenture, regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance. Two or more Series or sub-Series of Bonds may be issued simultaneously under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent proceedings of the Issuer, one or more Series of Bonds or sub-Series Bonds, whether issued at the same time or not, may be separately secured by Non-Ad Valorem Assessments imposed pursuant to separate assessment proceedings. Such Bonds or sub-Series of Bonds  which are secured by separate Non-Ad Valorem Assessments will not be issued as parity bonds even if issued at the same time.
"Series Account" shall mean any Account established as to a particular Series of Bonds. "Sinking Fund Account" shall mean the Account so designated, established as a separate
account within the Debt Service Fund pursuant to Section 6.04 hereof.

"Special Record Date" shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof.

"State" shall mean the State of Florida.

"Supplemental Indenture" and "indenture supplemental hereto" shall mean any indenture amending or supplementing this Master Indenture which may be entered into in accordance with the provisions of this Master Indenture.

"Tax Collector" shall mean the tax collector of the County.

"Trust Accounts" shall mean Funds and Accounts that the Trustee administers as trustee, including, but not limited to, the trusts created by the Indenture for a Series of Bonds.

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the form of Bond), refer to the entire Master Indenture.

Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

ARTICLE II THE BONDS

SECTION 2.01. Amounts and Terms of Bonds; Details of Bonds. The Issuer is hereby authorized to issue in one or more Series pursuant to the terms and conditions of this Master Indenture, its obligations to be known as "University Park Recreation District Non-Ad Valorem Assessment Bonds, Series      " (the "Bonds").   The total principal amount of Bonds that may   be issued and Outstanding under this Master Indenture is not expressly limited to a specific principal amount; provided, however, that the total principal amount of Bonds that may be issued and Outstanding under this Master Indenture shall be subject to any conditions and/or limitations
set forth in a Supplemental Indenture and (ii) under State law. The Bonds shall be issued in Authorized Denominations and within each Series shall be numbered consecutively from R-1 and upwards in each Series and in substantially the form attached hereto as Exhibit C, with such appropriate variations, omissions and insertions as are permitted or required by this Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer's request, authenticate such Bonds and deliver them as specified in such request.

Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, a Supplemental Indenture.

Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, the principal of all Bonds shall be payable at the designated corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds as the same shall become due and payable.

Except to the extent otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, interest on any Bond is payable on any Interest Payment Date by check or draft  mailed on the Interest Payment Date to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date, at his address as it appears on the Bond Register. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear interest from such Interest Payment Date, or unless authenticated before the first Interest Payment Date in which event they shall bear interest from their date; provided, however, that if a Bond is authenticated between a Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall bear interest from the date to which interest has been paid. Any interest on any Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment.  The Trustee shall cause notice of the proposed payment of  such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage- prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register on the date of any such mailing. The foregoing notwithstanding, but subject to the procedures set forth in Section 2.11 hereof, any Owner of Bonds of a Series in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain  in effect until rescinded or changed, in a writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, interest on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by such Bonds on the day before the default occurred.

The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.

SECTION 2.02. Execution. The Bonds shall be executed by the manual or facsimile signature of the Chair or Vice Chair of the Issuer or by any other member of the Board designated by the Chair for such purpose, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.

SECTION 2.03.  Authentication; Authenticating Agent.  No Bond shall be valid until   the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent.

SECTION 2.04. Registration and Registrar. The Trustee is hereby constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Initially, and until the Trustee provides notice to the Issuer as provided in the immediately preceding sentence, the Bond Register shall be kept at the Trustee's corporate trust office in Orlando, Florida.

SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Bonds. If any Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be, may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership  and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.

Every substituted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Master Indenture and applicable Supplemental Indenture equally and proportionately with any and all other Bonds of such same Series duly issued hereunder and under such Supplemental Indenture.

All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the

replacement or payment of negotiable instruments, investments or other securities without their surrender.

SECTION 2.06. Temporary Bonds. Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. So long as Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form.

SECTION 2.07. Cancellation and Destruction of Surrendered Bonds. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and disposed of by, the Trustee in accordance with its then current procedures. The Trustee shall deliver to the Issuer a certificate of  destruction (or other evidence of destruction) in respect of all Bonds destroyed in accordance with this Section.

SECTION 2.08. Registration, Transfer and Exchange. As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.

Upon surrender for requisition of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee (as Authenticating Agent and/or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity.

At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee (as Authenticating Agent and/or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.

All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Master Indenture and applicable Supplemental Indenture as the Bonds of such Series surrendered upon such transfer or exchange.

Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying

Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing.

Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

SECTION 2.09. Persons Deemed Owners.  The Issuer, the Trustee, any Paying Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary.  All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.

SECTION 2.10. Limitation on Incurrence of Certain Indebtedness. The Issuer will not issue Bonds of any Series, except upon the conditions and in the manner provided or as otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities.

SECTION 2.11. Qualification for The Depository Trust Company. To the  extent provided in a Supplemental Indenture or authorized and directed by a Resolution of the Issuer authorizing the issuance of a Series of Bonds, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York ("DTC") and other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC, and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, telegram, telecopy or other similar means of communication.

So long as there shall be maintained a book-entry-only system with respect to a Series of Bonds, the following provisions shall apply:

Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, each Series of Bonds shall initially be registered in the name of Cede & Co. as nominee for DTC,

which will act initially as securities depository for the Bonds and so long as the Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, such Bonds shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds ("Beneficial Owners").

Principal and interest on the Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.

The Bonds registered in the name of Cede & Co. shall initially be issued in the form of one fully registered Bond for each maturity of each Series registered in the name of Cede & Co. and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Bonds, through DTC Participants and Indirect Participants.

DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICES TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL OWNERS.

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co.

In the event DTC, any successor of DTC or the Issuer elects to discontinue the book- entry only system in conformity with the requirements of DTC, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the corporate trust office of the Trustee.

ARTICLE III ISSUE OF BONDS

SECTION 3.01. Issue of Bonds. Subject to the provisions of Section 2.01 hereof, the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Costs of acquisition or improvement of the Project, including retirement of bond anticipation notes issued therefor, if any, or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In connection with the issuance of a Series of Bonds the Trustee shall, at the written request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:

a Certified Resolution of the Issuer (a) approving a Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Article XIV hereof;

a written opinion or opinions of Counsel to the Issuer, addressed to the Trustee that (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors' rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained on or prior to the date such consents are required for the Project; and (d) if the acquisition of any real property or interest therein is included in the purpose of such issue, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or (ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-of-way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company) (clauses (c) and (d) shall not apply in the case of the issuance of a refunding Series of Bonds;

an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) the Issuer has good right and lawful authority under the Act to undertake the Project, subject to obtaining such licenses, orders or other

authorizations as are, at the date of such opinion, required to be obtained from any  agency or regulatory body; (b) that the proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Non- Ad Valorem Assessments; (c) that the Non-Ad Valorem Assessments are legal, valid, and binding liens upon the property against which the Non-Ad Valorem Assessments are made, coequal with the lien of all state, county, district and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (d) this Master Indenture and the applicable Supplemental Indenture have been duly and validly authorized, approved, and executed by the Issuer; (e) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (f) this Master Indenture and the applicable Supplemental Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors' rights generally and subject to equitable principles, whether in a proceeding at law or in equity (clause (a) shall not apply in the case of the issuance of a refunding Series of Bonds);

a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof;

the proceeds of the sale of such Bonds;

any Credit Facility authorized by the Issuer in respect to such
Bonds;

one or more Certified Resolutions of the Issuer relating to the levy
of Non-Ad Valorem Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Non-Ad Valorem Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued;

an executed opinion of Bond Counsel;

a written direction of the Issuer to the Trustee to authenticate and deliver such Bonds;

a copy of a Final Judgment of validation and a Certificate of No Appeal with respect to the Bonds that are subject to validation;

in the case of the issuance of a refunding Series of Bonds, an Officer's Certificate of the Issuer stating: (a) the intended use of the proceeds of the refunding Series of Bonds; (b) the Bonds to be refunded; (c) any other amounts available for such purpose; (d) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in

accordance with the refunding plan and in compliance with Article XIV of this Master Indenture, including, without limitation, to pay the Costs of issuance of such Bonds, and
(e) that notice of redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable;

in the case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the Indenture (to the extent that upon original issuance thereof such Bonds were issued as Bonds the interest on which is excludable from gross income for federal income tax purposes); and

such other documents, certifications and opinions as shall be required by the Supplemental Indenture, by the Participating Underwriter or the initial purchaser of a Series of Bonds or by the Issuer or the Trustee upon advice of counsel.

At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the  Issuer shall be conclusive evidence of satisfaction of the conditions precedent, set forth in this Article, as to the Issuer and the Underwriter.

ARTICLE IV
ACQUISITION AND CONSTRUCTION OF PROJECT

SECTION 4.01. Project to Conform to Plans and Specifications; Changes. The  Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds.

SECTION 4.02.  Compliance Requirements.  The Issuer will comply with all present   and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the acquisition, completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations. Prior to the completion of the Project, in the event that any developer of the District Lands shall fail to pay, when due, any Non-Ad Valorem Assessments levied against lands within the Issuer owned by the developer or any affiliated entity thereof, the Issuer shall immediately take all actions necessary, to the extent revenues of the Issuer are legally available for such purpose, to complete the Project including, without limitation, taking control of the Project Documents.

ARTICLE V
ACQUISITION AND CONSTRUCTION FUND

SECTION 5.01. Acquisition and Construction Fund. The Trustee shall establish an Acquisition and Construction Fund into which shall be deposited the proceeds from each Series of Bonds issued under the Indenture (unless otherwise specified herein or in the applicable Supplemental Indenture for a Series of Bonds) and from which Costs may be paid as set forth herein and in the applicable Supplemental Indenture. Unless otherwise specified in the  applicable Supplemental Indenture, a separate Series Account shall be established in the Acquisition and Construction Fund with respect to each Series of Bonds issued hereunder and the proceeds of each Series of Bonds (other than Bonds issued to refund all or a portion of the Bonds) shall be deposited into the corresponding Series Account in the Acquisition and Construction Fund. The amounts in any Series Account of the Acquisition and Construction Fund, until applied as hereinafter provided, shall be held for the security of the Series of Bonds hereunder in respect of which such Series Account was established. Separate subaccounts within any Series Account of the Acquisition and Construction Fund shall be maintained by the Trustee in respect of each Series of Bonds upon request of the Issuer whenever, in the opinion of the Issuer, it is appropriate to have a separate written accounting in respect of the Costs of any designated portion of the Project. Payments shall be made from the appropriate Series Account of the Acquisition and Construction Fund to pay any unpaid Costs of Issuance of the Series of Bonds in question, including without limitation, legal, engineering, and consultants' fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, reconstruction, equipping and installation of the Project or portion thereof.

Deposits. In addition to the deposit of amounts received by the Trustee  on the date of issuance of each Series of Bonds, the Issuer shall pay or cause to be paid to the Trustee, for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts:

Subject to the provisions of Section 9.21 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; and

Subject to the provisions of Section 9.14 hereof, the balance of insurance proceeds with respect to the loss or destruction of the Project or any portion thereof.

Amounts in the applicable Series Account of the Acquisition and Construction Fund shall be applied to pay the Cost of the Project or a portion thereof, as applicable, pertaining to the Series of Bonds in question; provided, however, that if any amounts remain in the Series Account of the Acquisition and Construction Fund after the Completion Date (as defined in paragraph (c) below) of the Project or portion thereof pertaining to the Series of Bonds in question, and if such amounts are not reserved for payment of any remaining part of the Cost of the Project as directed in writing by the Issuer, such amounts shall be transferred to the applicable Series Account of the Bond Redemption Fund for application to the redemption of Bonds of the Series to which such proceeds relate, as set forth in Section 6.06 hereof or in the applicable Supplemental Indenture.

Disbursements. Unless provided otherwise in a Supplemental Indenture, all payments from the Acquisition and Construction Fund shall be paid in accordance with the provisions of this subsection. Moneys in the appropriate Series Account of the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in this subsection (b). Before any such payment shall be made, the Issuer shall file with the Trustee a fully executed requisition in the form of Exhibit D attached hereto, signed by a Responsible Officer, and as may be modified by terms of the related Supplemental Indenture. Upon receipt of each such requisition and accompanying certificate,  the Trustee shall promptly withdraw from the appropriate Series Account of the Acquisition and Construction Fund and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. The Trustee shall have no duty to investigate  the accuracy or validity of the items delivered pursuant to this section. All requisitions and certificates received by the Trustee pursuant to this Section 5.01 shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the Issuer, the Owner of any Bonds, and the agents and representatives thereof. The Trustee shall have no duty to verify that the disbursement of funds pursuant to a requisition is for a purpose for which payment may be made hereunder and the Trustee may conclusively rely that a properly signed requisition is, on its face, sufficient to disburse funds from the Acquisition and Construction Fund.

Completion of Project. On the date of completion of the Project or if sufficient moneys are retained in the appropriate Series Account of the Acquisition and Construction Fund, to complete the Cost of the Project, in either case, as evidenced by the delivery to the Trustee of a Certificate of a Responsible Officer and adoption of a resolution by the Board accepting the Project as provided by Section 170.09, Florida Statutes, as amended (the "Completion Date"), the balance in the appropriate Series Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project shall be transferred by the Trustee to, and deposited in, the applicable Series Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture.

ARTICLE VI
NON-AD VALOREM ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS

SECTION 6.01. Non-Ad Valorem Assessments; Lien of Indenture on  Pledged  Revenues. The Issuer hereby covenants that it shall levy Non-Ad Valorem Assessments in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder and enforce such Non-Ad Valorem Assessments pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable.

The Issuer shall, within five (5) Business Days of receipt thereof, pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Non-Ad Valorem Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that

amounts received as prepayments of Non-Ad Valorem Assessments shall be deposited directly into the applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee in writing at the time of deposit of any amounts received as prepayments of Non-Ad Valorem Assessments and shall identify the related Series of Bonds. If necessary, the Issuer shall direct the Landowner making such prepayment to specify what Series of Bonds such prepayments relate.

There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as required under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture may be made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds.

SECTION 6.02. Funds and Accounts Relating to the Bonds. The Funds and Accounts specified in this Article VI shall be established under this Master Indenture and each Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds issued pursuant to such Supplemental Indenture and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto. Unless provided otherwise by Supplemental Indenture, all moneys, including, without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith.

SECTION 6.03. Revenue Fund. The Trustee is hereby authorized and directed to establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all Non-Ad Valorem Assessments received from the levy thereof on the District Lands or any portion thereof (other than Prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Non-Ad Valorem

Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Non-Ad Valorem Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority unless other times and/or priorities are established in a Supplemental Indenture with respect to a Series of Bonds:

FIRST, upon receipt but no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account of the Debt Service Fund to be applied to the payment of interest on the Bonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previously credited;

SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 or November 1, as designated in the applicable Supplemental Indenture thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited;

THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 or November 1, as so designated in the applicable Supplemental Indenture thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding mandatory sinking fund redemption date, less any amount on deposit in the applicable Series Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day preceding the first November 1 for which there remains an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1,

less any amount on deposit in the applicable Series Interest Account not previously credited;

FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, if any, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement;

SIXTH, subject to the following paragraph, the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall remain therein.

Except as otherwise provided in a Supplemental Indenture, the Trustee shall retain any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section and apply such amounts on subsequent dates for the purposes and in the priority set forth above. Notwithstanding the foregoing, if pursuant to any Arbitrage Certificate  it is necessary to make a deposit in the Rebate Fund, the Issuer shall direct the Trustee to make such deposit thereto. Prepayments pledged to a particular Series of Bonds shall be deposited directly into the applicable Series Account of the Bond Redemption Fund as provided herein.

SECTION 6.04. Debt Service Fund. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and, if applicable, a Series Sinking Fund Account for each Series of Bonds and a Series Capitalized Interest Account, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee.

The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.

The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of  such Series Sinking Fund Account, if the Issuer shall notify the Trustee in writing that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer's arrangements provided they conform to the Indenture.

Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, purchases and redemptions out of the Series Sinking Fund Account shall be made as follows:

The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the mandatory sinking fund redemption date in each of the years set forth in the Supplemental Indenture to the redemption of Bonds of the related Series in the amounts, manner and maturities and on the dates set forth in the Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund.

Accrued interest on purchased Bonds of a Series shall be paid from the related Series Interest Account of the Debt Service Fund.

In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of such Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds so presented.

SECTION 6.05. Debt Service Reserve Fund. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund and, if applicable, pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt  Service Reserve Fund and each Series Account therein shall be held by the Trustee solely for the benefit of each related Series of Bonds or sub-Series, as determined by the applicable Supplemental Indenture; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided in the Supplemental Indenture

authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds or equity equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall, prior to the Completion Date of a Project, be transferred to the applicable Series Account of the Acquisition and Construction Fund, and after the Completion Date, shall be transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. Unless otherwise provided in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of a Prepayment of Non-Ad Valorem Assessments, which Non-Ad Valorem Assessments are pledged for the payment and security of such Series of Bonds, the excess amount shall be transferred from the Series Account or Subaccount of the Debt Service Reserve Fund to the applicable Series Account of the Bond Redemption Fund established for such Series of Bonds and shall constitute a credit against such Prepayment. In the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement for any other reason, the excess amount shall, unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, be transferred from the Series Account of the Debt Service Reserve Fund to the related Series Account or subaccount of the Bond Redemption Fund.

Whenever for any reason on an Interest Payment Date, principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay the Series of Bonds secured by the Series Account of the Debt Service Reserve Fund.

Notwithstanding the foregoing, in lieu of the required deposits into the related Series Account of the Debt Service Reserve Fund, the Issuer may cause to be deposited into the Series Account of the Debt Service Reserve Fund a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, either in lieu of any cash amount required to be deposited therein in connection with the issuance of any Series of Bonds or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount

required to be deposited and the sum, if any, then on deposit in the Series Account of the Debt Service Reserve Fund, which Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists which cannot be remedied by moneys in any other Fund or Account held pursuant to the Indenture and available for such purpose. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if any such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit is substituted for moneys on deposit in the Series Account of the Debt Service Reserve Fund, or if at any time there are excess moneys in the Series Account of the Debt Service Reserve Fund, the excess moneys in the Series Account of the Debt Service Reserve Fund shall be transferred to and deposited in the related Series Account or Subaccount of the Revenue Fund. If a disbursement is made from a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, the Issuer shall be obligated to either reinstate the maximum limits of such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit immediately following such disbursement or to deposit into the Series Account of the Debt Service Reserve Fund, as provided in the Indenture for restoration of withdrawals from the  Series Account of the Debt Service Reserve Fund, funds in the amount of the disbursement made under such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit.

In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6.05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, shall be applied as set forth in the second paragraph of this Section 6.05. Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy.

SECTION 6.06. Bond Redemption Fund. The Trustee is  hereby  authorized  and  directed to establish a Bond Redemption Fund and a Series Account therein for each Series of Bonds issued hereunder into which shall be deposited moneys, unless otherwise provided in a

Supplemental Indenture with respect to a Series of Bonds, in the amounts and at the times provided in Sections 5.01, 6.01, 6.03, 6.05, 9.08(d) and 9.14(c) of this Master Indenture. The Series Account within the Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Supplemental Indenture for the related Series of Bonds and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Account within the Bond Redemption Fund shall be retained therein and applied as set forth below.

Moneys in the Series Account within the Bond Redemption Fund (including all earnings on investments held in the Series Account within the Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to make such deposits into the Rebate Fund created and established under this Master Indenture as the Issuer may direct in accordance with an arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Account within the Bond Redemption Fund to the Rebate Fund shall thereupon be free from the lien and pledge of the related Indenture;

SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Account within the Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such clauses or provisions, as appropriate; and

THIRD, the remainder to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption on each Interest Payment Date or other date on which Bonds of the applicable Series are subject to optional redemption pursuant to Section 8.01(a) hereof such amount of Bonds of the applicable Series as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time.

Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture and the applicable provisions of the related Supplemental Indenture. The Issuer shall pay all expenses in connection with such redemption.

SECTION 6.07.  Drawings on Credit Facility.  With respect to Bonds in  respect of  which there has been issued a Credit Facility, the Trustee shall draw on the Credit Facility, in accordance with the provisions for drawing under such Credit Facility, and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture.

SECTION 6.08. Procedure When Funds Are Sufficient to Pay All Bonds of a Series. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at

any time the moneys held by the Trustee in the Funds (other than the moneys in the Rebate Fund) and Accounts hereunder and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar and Credit Facility Issuer, if any, the Trustee, at the direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.

SECTION 6.09.  Certain Moneys to Be Held for Series Bondholders Only.  Each Series of Bonds issued pursuant to this Master Indenture and the related Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only.

SECTION 6.10. Unclaimed Moneys. In the event any Bond shall not be presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the owner of the Bond and have remained unclaimed for two (2) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the actual knowledge of a Responsible Officer of the Trustee in default with respect to any covenant in this Master Indenture, any Supplemental Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

SECTION 6.11. Rebate Fund. The Trustee is hereby authorized and  directed  to  establish a Rebate Fund. Unless provided otherwise in a Supplemental Indenture, the Trustee shall transfer monies from the applicable Series Account in the Revenue Fund and deposit the same to the Rebate Fund, and shall make payments therefrom at the times and in the amounts as directed by the Issuer in writing that are required to comply with the covenants in the applicable Arbitrage Certificate. If so directed by the Issuer in writing, the Trustee shall create one or more Series Accounts within the Rebate Fund relating to one or more particular Series of Bonds.

All amounts held in the Rebate Fund shall be governed by this Section and the applicable Arbitrage Certificate. The Trustee shall be entitled to rely on the rebate calculations obtained from the rebate analyst retained by the Issuer pursuant to any Arbitrage Certificate and the Trustee shall not be responsible for any loss or damage resulting from any good faith action taken or omitted to be taken by the Issuer in reliance upon such calculations.

Pursuant to the applicable Arbitrage Certificate, the Trustee shall remit  all rebate installments and a final rebate payment to the United States. The Trustee shall have no obligation to pay any amounts required to be rebated pursuant to this Section and the applicable Arbitrage Certificate, other than at the direction of the Issuer and from moneys held in the Rebate Fund or from other moneys provided to it by the Issuer. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any arbitrage rebate shall be withdrawn and paid to the Issuer.

Notwithstanding any other provision of this Indenture, including in particular Article XIV hereof, the obligation to pay arbitrage rebate to the United States and to comply with all other requirements of this Section and the Arbitrage Certificate shall survive the defeasance or payment in full of the Bonds.

The Trustee shall not be deemed to have constructive knowledge of the Code or regulations, rulings and judicial decisions concerning the Code.

ARTICLE VII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

SECTION 7.01. Deposits and Security Therefor. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, all moneys received by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under this Master Indenture or such Supplemental Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by this Master Indenture and the related Supplemental Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under this Master Indenture or such Supplemental Indenture (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, or described in paragraph (iii) of the definition of Investment Securities and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund).  All deposits in any other depository in excess of the amount covered by insurance (whether under this Section
or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000.

SECTION 7.02. Investment or Deposit of Funds. The Trustee shall, as directed by the Issuer in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraphs (iii), (iv), (v), (vi), (ix), (x) or (xi) of the definition of Investment Securities unless the applicable Supplemental

Indenture provides for alternate investments. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with  respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon written request of the Issuer, or on its  own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.

In the absence of written investment instructions from the Issuer, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder invested or for any losses because such amounts were not invested. Moneys in any of the Funds and Accounts established pursuant to the Indenture, when held by the Trustee, shall be promptly invested by the Trustee in accordance with all written directions from the Issuer and the Issuer shall be responsible for ensuring that such instructions conform to requirements of this Master Indenture including, without limitation, Article VII hereof. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may conclusively rely upon the Issuer's written instructions as to both the suitability and legality of all investments directed hereunder or under any Supplemental Indenture. Ratings of investments shall be determined by the Issuer at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month.

SECTION 7.03. Valuation of Funds. Except for the assets on  deposit in the Debt  Service Reserve Fund, the Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture within ten (10) Business Days following each November 1 Interest Payment Date. With respect to the assets in the Debt  Service Reserve Fund, including all accounts established therein, the Trustee shall value such assets forty-five (45) days prior to each Interest Payment Date. In either case, as soon as practicable after each such valuation date (but no later than ten (10) Business Days after each such valuation date), the Trustee shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, investments and accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder.

SECTION 7.04. Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

SECTION 7.05. Brokerage Confirmations. The District  acknowledges  that  to  the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01. Redemption Dates and Prices. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, the Bonds of a Series may be made subject to optional, mandatory and extraordinary redemption and purchase, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in the related Supplemental Indenture.

Optional Redemption. Bonds of a Series shall be subject to optional redemption at the direction of the Issuer, at the times and upon payment of the purchase price as provided in the related Supplemental Indenture.

Extraordinary Mandatory Redemption in Whole or in Part. Except as otherwise provided in a Supplemental Indenture with respect to Bonds of the related Series, Bonds of a Series are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Non-Ad Valorem Assessments on any portion of the District Lands in accordance with the provisions of Section 9.08(a) hereof;
from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Non-Ad Valorem Assessments on any portion of the District Lands as a result of any prepayment  of  Non-Ad  Valorem  Assessments  in  accordance  with  Section  9.08(b)  hereof;
when sufficient moneys are on deposit in the related Series Funds and Accounts (other than moneys in the Rebate Fund and any other excluded Fund or Account as provided in a Supplemental Indenture with respect to a Series of Bonds or moneys required to pay Costs of the Project under the applicable Supplemental Indenture) to pay and redeem all Outstanding Bonds of a Series and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds from moneys in excess of the Series Account of the Debt Service Reserve Requirement in the Series Account of the Debt Service Reserve Fund transferred to the Series Bond Redemption Fund pursuant to Section 6.05 hereof; (v) from excess moneys transferred from the Series Account of the Revenue Fund to the Series Bond Redemption Fund  in accordance with Section 6.03 of this Master Indenture; (vi) from moneys, if any, on deposit in the Series Bond Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or the sale of any portion of the District Lands benefited by a Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destruction of all or substantially all of the Project when such moneys are not to be used pursuant to 9.14(c) to repair, replace or restore the Project; provided, however, that at least forty-five (45) days prior to such extraordinary  mandatory  redemption,  the  Issuer  shall  cause  to  be  delivered  to  the  Trustee
(x) notice setting forth the redemption date and (y) a certificate of a Responsible Officer confirming that the repair and restoration of the Project would not be economical or would be impracticable; or (vii) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with Section 5.01(c) hereof.

Mandatory Sinking Fund Redemption. Bonds of a Series may be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture.

In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof.

The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer or as provided in Section 8.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 8.01(a) and (b) hereof or purchased pursuant to Section
hereof.

Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds of such Series in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds of such Series. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds of such Series in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.

SECTION 8.02. Notice of Redemption and of Purchase. Except where otherwise  required by a Supplemental Indenture, when required to redeem or purchase Bonds of a Series under any provision of the related Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bonds of such Series for which notice was duly mailed in accordance with this Section 8.02. Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds of such Series Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information:

the redemption or purchase date;

the redemption or purchase price;

CUSIP numbers, to the extent applicable, and any other distinctive numbers and letters;

any conditions that must be satisfied for the Bonds to be redeemed on the date of redemption;

if less than all Outstanding Bonds of a Series to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased;

that on the redemption or purchase date the Redemption Price or  purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and

the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee.

If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall be entitled "CONDITIONAL NOTICE OF REDEMPTION" or "CONDITIONAL NOTICE OF PURCHASE", as appropriate,
and shall expressly state that the redemption or purchase, as appropriate, is conditional and is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited.

If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed randomly from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption.

The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds.

SECTION 8.03. Payment of Redemption Price.  If  any  required  (a)  unconditional notice of redemption has been duly mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds of a Series so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the related Indenture and shall not be deemed to be Outstanding under the provisions of the related Indenture.

Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed,  the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture.

SECTION 8.04. Partial Redemption of Bonds.  Except to the extent otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such

manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.

ARTICLE IX COVENANTS OF THE ISSUER

SECTION 9.01. Power to Issue Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute this Master Indenture and to pledge the Pledged Revenues for the benefit of the Bonds of a Series  and any Credit Facility Issuer, except to the extent otherwise provided in a Supplemental Indenture. The Pledged Revenues are not and shall not be subject to any other lien senior to or  on a parity with the lien created in favor of the Bonds of a Series and any Credit Facility Issuer with respect to such Series. The Bonds and the provisions of this Master Indenture and any Supplemental Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by this Master Indenture and any Supplemental Indenture and all the rights of the Bondholders and any Credit Facility Issuer under this Master Indenture and any Supplemental Indenture against all claims and demands of all other Persons whomsoever.

SECTION 9.02. Payment of Principal and Interest on Bonds. The payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the related Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the related Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the related Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues.

THE BONDS AUTHORIZED UNDER THIS MASTER INDENTURE AND THE RELATED SUPPLEMENTAL INDENTURE AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THIS MASTER INDENTURE AND ANY SUPPLEMENTAL

INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THIS MASTER INDENTURE AND ANY SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE COUNTY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE COUNTY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

SECTION 9.03.	Non-Ad Valorem Assessments; Re-Assessments.

Except as otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, the Issuer shall levy Non-Ad Valorem Assessments, and evidence and certify the same to the Tax Collector or cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.

If any Non-Ad Valorem Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Non-Ad Valorem Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Non-Ad Valorem Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Non-Ad Valorem Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Non-Ad Valorem Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Non-Ad Valorem Assessment shall be annulled, the Issuer shall obtain and make other Non-Ad Valorem Assessments until a valid Non-Ad Valorem Assessment shall be made.

SECTION 9.04. Method of Collection. Non-Ad Valorem Assessments  shall  be  collected by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. Except as stated in the next succeeding sentence, the Issuer shall use the uniform method for the levy, collection and enforcement of Non-Ad Valorem Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto (the "Uniform Method"), and to do all things necessary to continue to use the Uniform Method or a comparable alternative method afforded by Section 197.3631, Florida Statutes. The Issuer shall use its best efforts to enter into and/or maintain in effect one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreement") in order to effectuate the provisions of this Section. The Issuer shall ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under this Indenture. To the extent that the Issuer is legally prevented from

collecting Non-Ad Valorem Assessments pursuant to the Uniform Method, then the Issuer shall collect and enforce Non-Ad Valorem Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto.

Notwithstanding the immediately preceding paragraph or any other provision in this Master Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the direction of the Majority Holder of a Series of Bonds, requests that the Issuer not use the Uniform Method to collect the Non-Ad Valorem Assessments levied by the Issuer for the purpose of paying the Debt Service Requirements such Series of Bonds, but instead collect and enforce the Non-Ad Valorem Assessments levied by the Issuer for the purpose of paying the Debt Service Requirements such Series of Bonds to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Non-Ad Valorem Assessments in the manner and pursuant to the method so requested by the Trustee. Any Non-Ad Valorem Assessments that are not collected pursuant to the Uniform Method shall be billed directly to the applicable Landowner and be payable not later than thirty (30) days prior to each Interest Payment Date.

SECTION 9.05.  Delinquent Non-Ad Valorem Assessments.  Subject to the provisions  of Section 9.04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Non-Ad Valorem Assessment, then such Non-Ad Valorem Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Non-Ad Valorem Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Non-Ad Valorem Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Non-Ad Valorem Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate and Section 170.10, Florida Statutes, or otherwise as provided by law. The Issuer covenants not to use the provisions of Chapter 173,  Florida Statutes.

SECTION 9.06. Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Non-Ad Valorem Assessment Liens. If the Non-Ad Valorem Assessments levied and collected under the Uniform Method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Alternatively, if the Uniform Method is not utilized, and if any property shall be offered for sale for the nonpayment of any Non-Ad Valorem Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Non-Ad Valorem Assessment (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the Issuer, to the extent the Issuer has available funds, for an amount equal to the balance due on the Non-Ad Valorem Assessment (principal, interest, penalties and costs, plus attorneys' fees, if any), and the Issuer shall thereupon receive, in its corporate name or in the

name of a special purpose entity nominee of the Issuer, the title to the property for the benefit of the Registered Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Registered Owners of the Series of Bonds secured by such delinquent Non-Ad Valorem Assessments. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Registered Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Registered Owners within thirty (30) days after the receipt of the request therefor signed by the Registered Owners of at least twenty-five percent (25%) of the aggregate principal amount of all Outstanding Bonds of the Series payable from Non-Ad Valorem Assessments assessed on such property. If directed by an owner of at least twenty-five percent (25%) of the Bonds Outstanding or if the Trustee or the Issuer shall so elect, the Issuer and the Trustee may place title of property received upon foreclosure or deed in lieu of foreclosure into a special purpose entity controlled by the Trustee or such other entity acceptable to the Registered Holders of a majority of the Bonds of a Series so effected by such foreclosure, for the benefit of the Registered Owners. If the Issuer determines, after consultation with  District Counsel, that there is an Obligated Person, as defined under the Rule, then in addition to the Issuer, the decision to file a foreclosure action shall be made by at least twenty-five percent (25%) of the Holders of the Bonds so secured by the delinquent Non-Ad Valorem Assessments and such decision shall be communicated to the Issuer and Trustee in writing.

SECTION 9.07. Books and Records with Respect to Non-Ad Valorem Assessments. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.16 hereof, the Issuer shall keep books and records for the collection of the Non-Ad Valorem Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager's designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. As soon as practicable after such audit shall become available, a copy of such audit shall be mailed to any Registered Owner upon its written request.

SECTION 9.08. Removal of Non-Ad Valorem Assessment Liens. Except as otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds, the following procedures shall apply in connection with the removal of Non-Ad Valorem Assessment liens:

For construction projects other than the initial acquisition and improvement of the University Park Country Club, at any time from the date of levy of Non-Ad Valorem Assessments on a parcel of District Lands through the date that is thirty (30) days after the related Project has been completed and the Board has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Non-Ad Valorem Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Non-Ad Valorem Assessments

that relate to a Series of Bonds by paying to the Issuer the entire amount of such Non-Ad Valorem Assessment on such property, without interest. The Issuer shall promptly notify the Trustee in writing of any Prepayment made under such circumstances. Accrued interest on the principal amount of any Bonds that would be redeemed as a result of such Prepayment made within thirty (30) days after the Board has adopted a resolution accepting the Project shall be derived from moneys on deposit in the Capitalized Interest Account and, if no moneys remain, from moneys on deposit in the Interest Account, and, if no moneys remain therein, from moneys on deposit in the Debt Service Reserve Account.

Upon receipt of a Prepayment as described in the immediately preceding paragraph, the Issuer shall immediately, but in any event within two (2) Business Days following the receipt of such Prepayment moneys, pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the Issuer that the Non-Ad Valorem Assessment has been paid in full or in part and that such Non-Ad Valorem Assessment lien is thereby released and extinguished if paid in full or such Non-Ad Valorem Assessment lien shall be reduced if the Landowner only made a partial Prepayment. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) hereof. In connection with such Prepayment, the Trustee shall calculate the credit authorized pursuant to Section 6.05 hereof, and transfer such credit to the Bond Redemption Fund to be used together with such Prepayment for the redemption of Bonds in accordance with Section 8.01(b)(i) hereof.

Notwithstanding the foregoing, and consistent with the proceedings of the Issuer relating to the imposition and levy of the Non-Ad Valorem Assessments, any Landowner may at any time require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Non-Ad Valorem Assessments by paying to the Issuer the entire amount of the Non-Ad Valorem Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty- five (45) calendar days before an Interest Payment Date), attributable to the property subject to Non-Ad Valorem Assessment owned by such owner.

In addition to the Prepayments described in paragraphs (a) and (b) above, any Landowner, or any Person on behalf of a Landowner, may present to the Issuer, Bonds of a Series purchased in the open market for cancellation and such cancellation of such purchased Bonds shall constitute an optional Prepayment; provided that no Non-Ad Valorem Assessments shall be deemed paid by a Landowner until such time as the Bonds presented for cancellation by a Landowner as an In Kind Payment are surrendered to the Trustee, as proxy for the Issuer, accompanied by a written direction to the Trustee to cancel and destroy said Bonds. Except as provided in the next succeeding sentence, such Landowner shall receive the benefit of a reduction, in whole or in part, of the lien of the Non-Ad Valorem Assessments levied by the Issuer against the lands of such Landowner equal to principal amount of the Bonds surrendered as an In Kind Payment in accordance with the provisions hereof. If the amount credited to the Series Account in the Debt Service Reserve Account would exceed the Debt Service Reserve Requirement for the remaining Outstanding Bonds of a Series as a result of such optional Prepayment described in this paragraph (c), such excess amount shall, prior to the Completion Date of a Project, be transferred to the applicable Series Account of the Acquisition and

Construction Fund, and after the Completion Date, shall constitute a credit against the amount of Prepayment to be applied as a result of such cancellation of Bonds of a Series. The actual  amount of such excess shall be applied for the partial extraordinary redemption of the Outstanding Bonds of a Series after such cancellation pursuant to Section 8.01(b)(ii) hereof. Notwithstanding anything to the contrary herein, in the event that the amount of the In Kind Payment made by any Landowner is less than the amount of Non-Ad Valorem Assessments levied against such property, then the In Kind Payment shall be applied pro rata to reduce the principal amount of Non-Ad Valorem Assessments levied by the District on all District Lands owned by said Landowner encumbered by Non-Ad Valorem Assessments securing the Series of Bonds so tendered by the Landowner as an In Kind Payment.

Upon receipt of a Prepayment or an In Kind Payment as described in (a),
(b) or (c) above, the Issuer shall immediately pay the amount so received or remit the Bonds tendered as an In Kind Payment to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the Issuer that the Non-Ad Valorem Assessment has been paid or otherwise satisfied and that such Non-Ad Valorem Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Account within the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) or (ii) hereof, as the case may be.

SECTION 9.09. Deposit of Non-Ad Valorem Assessments. The Issuer covenants to  cause any Non-Ad Valorem Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the related Series Account of the Revenue Fund (except that amounts received as Prepayments of Non-Ad Valorem Assessments shall be designated by the Issuer as such upon delivery to the Trustee and shall be deposited directly into the related Series Account within the Bond Redemption Fund).

SECTION 9.10.  Construction to be on District Lands.  The Issuer covenants that no   part of the Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple,
lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.

SECTION 9.11. Operation, Use and Maintenance of Project. The Issuer shall establish and enforce reasonable rules and regulations governing the use of the Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating condition and shall make all necessary repairs, renewals and replacements.

SECTION 9.12. Observance of and Compliance with Valid Requirements. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon any Project or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Project. The Issuer shall not, except as otherwise permitted in Section 9.21 of this Article, create or suffer to be created any lien or charge upon any Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.

SECTION 9.13. Payment of Operating or Maintenance Costs by State or Others. The Issuer may permit the United States of America, the State, the County or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating the Project out of funds other than Pledged Revenues.

SECTION 9.14. Insurance. The Issuer will carry or cause to be  carried, in  respect of  any Project, comprehensive general liability insurance governing bodily injury and property damage issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations.

SECTION 9.15. Use of Revenues for Authorized Purposes Only. None of the Pledged Revenues shall be used for any purpose other than as provided in this Master Indenture and the related Supplemental Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of this Master Indenture and the related Supplemental Indenture.

SECTION 9.16. Books, Records and Annual Reports. The Issuer shall keep proper  books of record and account in accordance with Generally Accepted Accounting Principles (separate from all other records and accounts) consistently applied and consistent with the provisions of this Master Indenture and any Supplemental Indenture, in which complete and correct entries shall be made of its transactions relating to the Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to the Project, shall at all times be subject during regular business hours to the inspection of the Trustee.

The Issuer shall annually, within 270 days after the close of each Fiscal Year, file with any rating agency that shall have then in effect a rating on any of the Bonds, any Bondholder that shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an annual report for such year, prepared in accordance with Generally Accepted Accounting Principles by a Certified Public Accountant, relating to its operations and including, without limitation, statements in reasonable detail of financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year relating to the Project, and a summary, with respect to each Fund and Account established under the Indenture, of the receipts therein and disbursements therefrom during such Fiscal Year, and the amounts held therein at the end of such Fiscal Year.

SECTION 9.17.  Employment of Certified Public Accountant.  The Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and

auditing functions and duties required by the Act and this Master Indenture and any Supplemental Indenture.

SECTION 9.18. Establishment of Fiscal Year, Annual Budget. The Issuer has  established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer and is filed with the Trustee.

On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget with respect to the Project for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall display such budget promptly upon the approval thereof on its website. If for any reason the Issuer shall not have adopted the Annual Budget with respect to  the Project on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under this Master Indenture and any Supplemental Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.19. Audit Reports. The Issuer covenants to  keep accurate records and  books of account with respect to the Project, and the Issuer covenants that, no later than 270 days after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to all Bondholders who shall have filed their names and addresses with him for such purpose.

SECTION 9.20. Covenant Against Sale or Encumbrance; Exceptions. The Issuer covenants that, (a) except for those improvements comprising the Project that are to be conveyed by the Issuer to the County, the State Department of Transportation or another governmental entity, as to which no assessments of the Issuer will be imposed and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber the Project, or any part thereof. Subject to the provisions of Section 9.27 hereof, the Issuer may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of a Series of Bonds or from Pledged Revenues if the District Manager shall determine that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the related Project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Acquisition and Construction Fund.

Upon any sale of property relating to the Project, the aggregate of which in any thirty
(30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section,

the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof.

Subject to obtaining an opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds for federal income tax purposes, the Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible with the maintenance and operation thereof, if the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related  Series Account in the Acquisition and Construction Fund.

SECTION 9.21. No Loss of Lien on Pledged Revenue.  The Issuer shall not do or omit  to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement.

SECTION 9.22. Compliance With Other Contracts and Agreements. The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Project and the issuance of the Bonds.

SECTION 9.23. Issuance of Additional Obligations. The Issuer shall not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues, except in the ordinary course of business.

SECTION 9.24. Extension of Time for Payment of Interest Prohibited. The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under this Master Indenture and any Supplemental Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.

SECTION 9.25.  Further Assurances.  The  Issuer shall not enter into any contract or  take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Master Indenture and any Supplemental Indenture.

SECTION 9.26. Use of Bond Proceeds to Comply with Internal Revenue Code. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any

investment or other use of the proceeds of any Bonds issued hereunder, the interest on which is intended to be excluded from gross income for federal income tax purposes ("Tax-Exempt Bonds") which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 of the Code or "private activity bonds" as that term is defined in Section 141, of the Code, and that it will comply with the requirements of such Code sections and related regulations throughout the term of such Tax-Exempt Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any Arbitrage Certificate executed in connection with the issuance of each Series of Tax-Exempt Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series of Tax-Exempt Bonds.

SECTION 9.27.  Corporate Existence and Maintenance of Properties.  For so long as   any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as an independent special district under the Act and shall provide for or otherwise require all Projects, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.

SECTION 9.28. Bankruptcy or Insolvency of Landowner. For purposes of this Section 9.28, (a) each Series of Bonds secured by and payable from Non-Ad Valorem Assessments levied against property owned by any Insolvent Taxpayer (defined below) are collectively referred to herein as the "Affected Bonds" and (b) the Non-Ad Valorem Assessments levied against any Insolvent Taxpayer's property and pledged under one or more Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the "Affected Non-Ad Valorem Assessments".

The provisions of this Section 9.28 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to the Affected Non-Ad Valorem Assessments (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Affected Bonds remain Outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, the Affected Bonds or the Affected Non-Ad Valorem Assessments, the Issuer shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the Issuer, any Insolvent Taxpayer, the Affected Bonds or the Affected Non-Ad Valorem Assessments or the Trustee. The Issuer agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.

The Issuer acknowledges and agrees that, although the Affected Bonds were issued by the Issuer, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and  pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a)

the Issuer hereby agrees that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Non-Ad Valorem Assessments, the Affected Bonds or any rights of the Trustee under the Indenture; (b) the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Non-Ad Valorem Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the Issuer, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the Issuer claim and rights with respect to the Affected Non-Ad Valorem Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Affected Non-Ad Valorem Assessments, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

SECTION 9.29. Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Master Indenture and any Supplemental Indenture, failure of the Issuer or the Developer (if obligated pursuant to the Continuing Disclosure Agreement) to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Bonds of a Series and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section
For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

ARTICLE X
EVENTS OF DEFAULT AND REMEDIES

SECTION 10.01. Events of Default and Remedies. Except to the extent otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be as set forth in this Master Indenture.

SECTION 10.02. Events of Default Defined.  Each of the following shall  be an "Event of Default" under the Indenture, with respect to a Series of Bonds:

if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or

if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or

if the Issuer, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act or the Charter, as determined by the Majority Holder of such Series of Bonds; or

if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or

if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Majority Holder of the Outstanding Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or

written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture; or

if at any time the amount in the Debt Service Reserve Fund or any account therein is less than the Debt Service Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Bonds of any Series and such amount has not been restored within ninety (90) days of such withdrawal; or

if on an Interest Payment Date the amount in any Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on the Bonds of such Series on such Interest Payment Date (without regard to any amount available for such purpose in the applicable Debt Service Reserve Account); and

if, at any time after eighteen months following issuance of the related series of Bonds, more than twenty percent (20%) of the "operation and maintenance assessments" levied by the Issuer on the District Lands upon which the Non-Ad Valorem Assessments are levied to secure one or more Series of Bonds pursuant to the Charter, and collected directly by the District have become due and payable and have not been paid, when due.

The Trustee shall not be required to rely on any official action, admission or declaration by the Issuer before recognizing that an Event of Default under (c) above has occurred.

SECTION 10.03. No Acceleration; Redemption. No Series of Bonds issued under this Master Indenture shall be subject to acceleration. Upon occurrence and continuance of an Event of Default, no optional redemption or extraordinary mandatory redemption of the Bonds  pursuant to Article VIII hereof shall occur unless all of the Bonds of the Series where an Event of Default has occurred will be redeemed or if 100% of the Holders of such Series of Bonds agree to such redemption. Provided however nothing in this Section 10.03 shall prevent a pro rata default distribution pursuant to Section 10.12 herein.

SECTION 10.04. Foreclosure of Assessment Lien. Notwithstanding Section 9.06 of this Master Indenture or any other provision of this Master Indenture to the contrary, the following provisions shall apply with respect to the Non-Ad Valorem Assessments securing a Series of Bonds and such Series of Bonds.

If any property shall be offered for sale for the nonpayment of any Non-Ad Valorem Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Non-Ad Valorem Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Non-Ad Valorem Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the Issuer and the Issuer shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the applicable Series of Bonds; provided that the Trustee shall have the right, acting at the written direction of the Majority Holders, but shall not be obligated, to direct the Issuer with respect to any action taken pursuant to this Section. The Issuer, either through its own actions, or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. The Issuer, either through its own actions,

or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for sale of property acquired by it as Trustee for the Owners of the applicable Series of Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Holders.

SECTION 10.05. Legal Proceedings by Trustee.  If any Event of Default with respect to  a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Holder of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its own name:

by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds of such Series, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds of such Series and to perform its or their duties under the Act;

bring suit upon the Series of Bonds;

by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds of such Series;

by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and

by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of Bonds.

SECTION 10.06. Discontinuance of Proceedings by Trustee. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.

SECTION 10.07. Bondholders May Direct Proceedings. Subject to Section  10.08  below, the Majority Holder of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.

SECTION 10.08. Limitations on Actions by Bondholders.  No Bondholder shall have  any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Holder of the Outstanding Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities (including attorneys' fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.

SECTION 10.09. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession

of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series.

SECTION 10.10. Remedies Not Exclusive.  Except as limited under Section 15.01 of  this Master Indenture, no remedy contained in the Indenture with respect to a Series of Bonds is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 10.11. Delays and Omissions Not to Impair Rights. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient.

SECTION 10.12. Application of Moneys in Event of Default. Any moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following order of priority:

to the payment of the costs of the Trustee and Paying Agent incurred in connection with actions taken under this Article X with respect to such Series of Bonds, including counsel fees, costs and expenses and any disbursements of the Trustee and the Paying Agent and payment of unpaid fees owed to the Trustee, the Registrar or the Paying Agent.

unless the principal of all the Bonds of such Series shall have become or shall have been declared due and payable:

FIRST, to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and

SECOND, to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any installment of interest over another.

if the principal of all Bonds of a Series shall have become or shall have been declared due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds of such Series and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or Redemption Price and

interest ratably, without preference or priority of one Bond of such Series over another or of any installment of interest over any other installment of interest.

Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section 11.04 hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facility relates.

SECTION 10.13. Trustee's Right to Receiver; Compliance with Act. During the continuance of an Event of Default, the Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

SECTION 10.14. Trustee and Bondholders Entitled to all Remedies under Act. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.13 hereof.

SECTION 10.15. Credit Facility Issuer's Rights Upon Events of Default.  Anything in  the Indenture to the contrary notwithstanding, if any Event of Default, other than Events of Default described in Section 10.02(a) or (b) hereof, has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction  of Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section.

ARTICLE XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 11.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto the Bondholders and any Credit Facility Issuer agree. The Trustee shall act as Trustee under this Master Indenture. Subject to the provisions of Section 11.03 hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee. The Trustee further agrees to assist the Issuer in complying with the procedures and covenants of the Issuer contained in any arbitrage rebate agreement to which the Issuer is a party and which specifically pertain to the Trustee for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds, to the extent applicable.

SECTION 11.02. No Responsibility for Recitals. The recitals, statements and representations in this Master Indenture or in the Bonds, save only the Trustee's Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.

SECTION 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder and the advice of such Counsel or any opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon; the Trustee shall not be answerable for the default or misconduct of any attorney or agent selected and supervised by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture and any Supplemental Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder. The Trustee shall not be  accountable for the use or application of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture. The permissive right of the Trustee to do things enumerated in this  Indenture shall  not be construed as a duty. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services;

accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

SECTION 11.04. Compensation and Indemnity. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct, negligence or breach of its obligations hereunder. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys held by the Trustee or coming into its hands but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility, which right of payment shall be prior to the right of the holders of the Bonds. The Trustee shall promptly provide to the Issuer a periodic report of any moneys the Trustee has deducted for amounts owing to it. This Section 11.04 shall survive the termination of this Master Indenture and any Supplemental Indenture and, as to any Trustee, its removal or resignation as Trustee. No provision of this Master Indenture shall require the Trustee to expend or risk its own funds.

SECTION 11.05. No Duty to Renew Insurance. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.

SECTION 11.06. Notice of Default; Right to Investigate. The Trustee shall give written notice by first-class mail to registered Holders of a Series of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Section and Section 11.07 being defined to include the events specified as "Events of Default" in Article X hereof, but not including any notice or periods of grace provided for therein); provided that, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under this Master Indenture and any Supplemental Indenture or a notification by a Credit Facility Issuer of a default under its Credit Facility, unless notified in writing of such default by the Majority Holder of the Outstanding Bonds of a Series. The  Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.

SECTION 11.07. Obligation to Act on Defaults. The Trustee shall be under no  obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Majority Holder of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture if in its opinion such action may tend to involve expense or liability, and unless it is also furnished with indemnity satisfactory to it.

SECTION 11.08. Reliance by Trustee. The Trustee may act on any requisition, resolution, notice, telegram, electronic mail, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture and any Supplemental Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.

SECTION 11.09. Trustee May Deal in Bonds. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to this Master Indenture and any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under this Master Indenture and any Supplemental Indenture, it shall eliminate the conflict or resign as Trustee.

SECTION 11.10. Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Master Indenture and any Supplemental Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction.

SECTION 11.11. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture and all Supplemental Indentures by written  resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice of such resignation shall be sent by first-class  mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent, Registrar and Credit Facility Issuer, if any, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed. Notice of such resignation shall also be given to any rating agency that shall then have in effect a rating on any of the Bonds.

SECTION 11.12. Removal of Trustee. The Trustee may be removed at any time by  either (a) the Issuer, if no default exists under this Master Indenture or any Supplemental Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Majority Holder of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar and Credit Facility Issuer, if any.

The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any material provision of this Master Indenture or any Supplemental Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Majority Holder of the Bonds then Outstanding.

SECTION 11.13. Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar, Credit Facility Issuer, if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Majority Holder of all Bonds then Outstanding may appoint a successor Trustee.

SECTION 11.14. Qualification of Successor. A successor Trustee shall be  a bank  or trust company with trust powers, having a combined net capital and surplus of at least
$50,000,000.

SECTION 11.15. Instruments of Succession. Subject to Section 11.16 hereof, any successor Trustee shall, subject to Section 11.16 hereof, execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon written request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights to indemnity under Section 11.04 hereof.

SECTION 11.16. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation that acquires the Trust Accounts of any Trustee hereunder, shall be the successor Trustee under this Master Indenture and all Supplemental  Indentures, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11.14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article XI. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.

SECTION 11.17. Extension of Rights and Duties of Trustee to Paying Agent and Registrar. The provisions of Sections 11.02, 11.03, 11.04, 11.08, 11.09, 11.10 and 11.16 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any  Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of this Master Indenture and all Supplemental Indentures applicable to the Paying Agent and Registrar, respectively.

SECTION 11.18. Resignation of Paying Agent or Registrar. The Paying Agent or Registrar may resign and be discharged of the duties created by this Master Indenture and all Supplemental Indentures by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation not less than three (3) weeks prior to such resignation date to the Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof.

SECTION 11.19. Removal of Paying Agent or Registrar. The Paying Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.

SECTION 11.20. Appointment of Successor Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, the Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar.

SECTION 11.21. Qualifications of Successor Paying Agent or Registrar. Every  successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by this Master Indenture and all Supplemental Indentures and (iii) capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000.

SECTION 11.22. Judicial Appointment of Successor Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, the Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, or and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders.

SECTION 11.23. Acceptance of Duties by Successor Paying Agent or Registrar. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall, after payment of its fees and expenses, execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder, except for its rights under Section 11.04 hereof, as applicable, pursuant to Section 11.17 hereof, of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.

SECTION 11.24. Successor by Merger or Consolidation. Any corporation into which  any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Paying Agent or Registrar under this Master Indenture and all Supplemental Indentures without the execution or filing of any paper or any further act on the part of the parties thereto, anything in this Master Indenture or any Supplemental Indenture to the contrary notwithstanding.

ARTICLE XII
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

SECTION 12.01. Acts of Bondholders; Evidence of Ownership of Bonds. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof.

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS

SECTION 13.01. Amendments and Supplements Without Bondholders' Consent. This Master Indenture and any Supplemental Indenture may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes:

to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;

for any purpose not inconsistent with the terms of the related Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the related Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;

to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the County or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and

to make such changes as may be necessary in order to reflect amendments to Chapters 170, 418 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have a material adverse effect on the Holders of the Bonds; or (ii) if such changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.

SECTION 13.02. Amendments With Bondholders' Consent. Subject to the provisions of Section 13.01 hereof, this Master Indenture and any Supplemental Indenture may be amended from time to time by a Supplemental Indenture approved by the Majority Holder of the Bonds then Outstanding in the case of the Master Indenture, and of the Series of Bonds then

Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture including, but not limited to, any material amendment to the Non-Ad Valorem Assessments and related proceedings which secure a Series of Bonds; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be so amended.

SECTION 13.03. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XIII and in so doing may rely on a written opinion of Counsel that such Supplemental Indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done.

ARTICLE XIV DEFEASANCE

SECTION 14.01. Defeasance. When interest on, and principal or Redemption Price (as the case may be) of, the Bonds of a Series or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the "Escrow Agent") moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Issuer, the right, title and interest of the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts upon the defeasance in whole of all of the Bonds of a Series.

SECTION 14.02. Deposit of Funds for Payment of Bonds. If the Issuer deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 14.01 hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the

event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.

Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of the Series contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

ARTICLE XV MISCELLANEOUS PROVISIONS

SECTION 15.01. Limitations on Recourse. No personal recourse shall be had for any claim based on this Master Indenture or any Supplemental Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.

The Bonds of each Series are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall be no other recourse under the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.

SECTION 15.02. Payment Dates. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect

as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 15.03. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds.

SECTION 15.04. Illegal Provisions Disregarded. If any term of Master Indenture or any Supplemental Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.

SECTION 15.05. Substitute Notice. If for any reason it shall be impossible to make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

SECTION 15.06. Notices. Any notice, demand, direction, request or other communication authorized or required by this Master Indenture or any Supplemental Indenture to be given to or filed with the Issuer or the Trustee (each a "Notice") shall be in writing and shall be delivered, by First Class Mail, postage prepaid, or by overnight delivery service, addressed as follows:

As to the Issuer -

University Park Recreation District c/o PFM Group Consulting, LLC 12051 Corporate Boulevard
Orlando, Florida 32817
Attention: Hank Fishkind, District Manager with a copy to –
Blalock Walters 802 11th Street West
Bradenton, FL 34205
Attention: Mark P. Barnebey, Esq.

As to the Trustee -

U.S. Bank National Association
550 West cypress Creek Road, Suite 380 Ft. Lauderdale, Florida 33309
Attention: Scott A. Schuhle, Vice President

Except as otherwise provided in this Master Indenture or any Supplemental Indenture, any Notice shall be deemed received only upon actual delivery at the address set forth above.

Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-Business Day, shall be deemed received on the next Business Day. If any time for giving Notice contained in this Master Indenture or any Supplemental Indenture would otherwise expire on a non-Business Day, the Notice period shall be extended to the next succeeding Business Day. Counsel for the Issuer and counsel for the Trustee may deliver Notice on behalf of the Issuer and the Trustee, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

All documents received by the Trustee under the provisions of this Master Indenture or any Supplemental Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Bondholder and the agents and representatives thereof as evidenced in writing.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by the Issuer by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

SECTION 15.07. Controlling Law. This Master Indenture and all Supplemental Indentures shall be governed by and construed in accordance with the laws of the State.

SECTION 15.08. Successors and Assigns. All the covenants, promises and agreements  in this Master Indenture and all Supplemental Indentures contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 15.09. Headings for Convenience Only. The table of contents and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 15.10. Counterparts. This Master Indenture and any Supplemental Indentures may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 15.11. Appendices and Exhibits. Any and all appendices or exhibits referred to in and attached to this Master Indenture are hereby incorporated herein and made a part hereof for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, University Park Recreation District has caused this Master Indenture to be executed by the Chairman of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and U.S. Bank National Association has caused this Master Indenture to be executed by one of its authorized signatories and, in the case of the District, its seal to be hereunto affixed, all as of the day and year first above written.

UNIVERSITY PARK RECREATION DISTRICT

[SEAL]

Attest:	By:  	
Chairman, Board of Supervisors
By:  	
Secretary, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar

By:  	
Vice President

EXHIBIT A-1

LEGAL DESCRIPTION OF UNIVERSITY PARK RECREATION DISTRICT

EXHIBIT A-2

DESCRIPTION SKETCH OF UNIVERSITY PARK RECREATION DISTRICT

EXHIBIT B

DESCRIPTION OF THE PROJECT

EXHIBIT C

[FORM OF BOND]

R- 	

$ 	

UNITED STATES OF AMERICA STATE OF FLORIDA

UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BOND, SERIES  	

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP

Registered Owner:

Principal Amount:

KNOW ALL PERSONS BY THESE PRESENTS that the University Park Recreation District (the "Issuer"), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof (except when the Bonds are in book-entry form in which case presentation shall not be required) at the corporate trust office of U.S. Bank National Association, in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above, computed on a 360-day year of twelve 30-day months. Principal of this Bond is payable at the corporate trust office of U.S. Bank National Association, located in Orlando, Florida, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each Interest Payment Date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (said U.S. Bank National Association and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "Record Date"). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of
authentication hereof, or unless such date of authentication is prior to 	1, 20	, in which
case from 	1, 20	, or unless the date of authentication hereof is between a Record Date

and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below).

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, MANATEE COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, NON- AD VALOREM ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

This Bond is one of an authorized issue of Bonds of the University Park Recreation District, an independent special district duly created, organized and existing under Chapter 418, Florida Statutes, as amended (the "Act"), and Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) effective on August 13, 2018, designated as "University Park Recreation District Non-Ad Valorem Assessment Bonds,

Series

 	"	(the	"Bonds"),	in	the	aggregate	principal	amount	of
Dollars  ($  )  of  like  date,  tenor  and  effect,  except  as to

number. The Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to finance costs of the Project. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of [ 		] 1, 2019 (the "Master  Indenture"),  as  amended  and  supplemented by a 	Supplemental Trust

Indenture dated as of

1, 20

(the " 	Supplemental Indenture" and together

with the Master Indenture, the "Indenture"), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the corporate trust office of the Trustee in Orlando, Florida.

Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of Non-Ad Valorem Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of

the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Holder of the Bonds outstanding, and as to other rights and remedies of the registered owners of the Bonds.

The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State of Florida (the "State") or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Non-Ad Valorem Assessments to be assessed and levied by the Issuer as set forth in the Indenture.

By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture.

This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of Non-Ad Valorem Assessments to secure and pay the Bonds.

The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Bonds shall be made  on the dates specified below. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.

[Insert Optional & Mandatory Redemption Provisions]

Extraordinary Mandatory Redemption in Whole or in Part

[May be replaced by provisions in a Series Supplemental Indenture].

The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Bond Redemption Fund following the payment of Non-Ad Valorem Assessments on any portion of the District Lands in accordance with the provisions of the Section 9.08 of the Indenture; (ii) when sufficient moneys are on deposit in the related Funds and Accounts (other than the Rebate Fund and any other excluded fund or account as provided in the Supplemental Indenture) to pay and redeem all Outstanding Bonds and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iii) if made applicable in a Supplemental Indenture, from moneys in excess of the Debt Service Reserve Requirement in the Debt Service Reserve Fund transferred to the Bond Redemption Fund pursuant to the Indenture; (iv) from excess moneys transferred from the Revenue Fund to the Bond Redemption Fund in accordance with the Indenture; (v) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with the Indenture, or (vi) from moneys, if any, on deposit in the Bond Redemption Fund following condemnation or the sale of any portion of the District Lands benefited by the Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destruction of all or substantially all of the Project when such moneys are not to be used pursuant to the Indenture to repair, replace or restore the Project; provided, however, that at least forty- five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of a Responsible Officer confirming that the repair and restoration of the Project would not be economical or would be impracticable.

Notice of Redemption

The Trustee shall cause notice of redemption to be mailed at least thirty (30) but not more than sixty (60) days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture.

Partial Redemption of Bonds. If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of  Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date.

This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.

This Bond shall be issued initially pursuant to a book-entry-only system administered by The Depository Trust Company, New York, New York ("DTC"), which shall act as securities depository for the Bonds, with no physical distribution of Bonds to be made. Any provisions of the Indenture or this Bond requiring physical delivery of Bonds shall, under the book-entry-only system, be deemed to be satisfied by a notation on the records maintained by DTC of ownership interests of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds ("Beneficial Owners").

This Bond shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as this Bond is held in book-entry-only form Cede & Co. shall be considered the registered owner for all purposes hereof, including the payment of the principal of and interest on this Bond. Payment to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Issuer or the Trustee.

The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds in authorized form and in like

aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.

It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, of the certificate of authentication endorsed hereon.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, University Park Recreation District has caused this Bond to be signed by the facsimile signature of the Chairman of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary of its Board of Supervisors, all as of the date hereof.

UNIVERSITY PARK RECREATION DISTRICT

(SEAL)

Attest:

By:    	
Secretary, Board of Supervisors

By:	 	
Chairman, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture.

Date of Authentication:   	

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	 	
Authorized Signatory

STATEMENT OF VALIDATION

This Bond is one of a series of Bond which were validated by judgment of the Circuit Court of the Thirteenth Judicial Circuit of Florida, in and for Manatee County, Florida, rendered on the 16th day of September, 2019.

Chairman, Board of Supervisors

Secretary

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with rights of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT	- 	Custodian  	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act 	
(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Signature Guarantee:

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.

EXHIBIT D FORM OF REQUISITION

UNIVERSITY PARK RECREATION DISTRICT
NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019

The undersigned, a Responsible Officer of the University Park Recreation District (the "Issuer") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the Issuer to U.S. Bank National Association, as trustee
(the "Trustee"), dated as of	1, 2019, as supplemented by that certain 	Supplemental
Trust Indenture dated  as of 	1, 20 	(the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Name of Payee:

Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments, or, state Costs of Issuance, if applicable):

Fund or Account and subaccount, if any, from which disbursement to be made: The undersigned hereby certifies that:
□ obligations in the stated amount set forth above have been incurred by the Issuer,

or

□	this requisition is for Costs of Issuance payable from the Acquisition and Construction Fund that have not previously been paid;

each disbursement set forth above is a proper charge against the Acquisition and Construction Fund;

each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project;

each disbursement represents a Cost of the Project which has not previously been paid.

The undersigned hereby further certifies that there has not been filed with or served upon the Issuer notice of any lien, right to lien, or attachment upon, or claim affecting the right to

receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto or on file with the District are copies of the invoice(s) or applicable contracts from the vendor of the property acquired or the services rendered, as well as applicable conveyance instruments (e.g. deed(s), bill(s) of sale, easement(s), etc.) with respect to which disbursement is hereby requested.

UNIVERSITY PARK RECREATION DISTRICT

By:   	
Responsible Officer

EXHIBIT B
FORM OF FIRST SUPPLEMENTAL INDENTURE

B-1

FIRST SUPPLEMENTAL TRUST INDENTURE

between

UNIVERSITY PARK RECREATION DISTRICT
(Manatee County, Florida) and
U.S. BANK NATIONAL ASSOCIATION

as Trustee

Dated as of November 1, 2019

Authorizing and Securing
$ 	
UNIVERSITY PARK RECREATION DISTRICT
NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019A (TAX-EXEMPT)

AND
$ 	
UNIVERSITY PARK RECREATION DISTRICT
NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019B (TAXABLE)

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

ARTICLE II
THE SERIES 2019 BONDS
SECTION 2.01	Amounts  and  Terms  of  Series  2019  Bonds;  Issue  of  Series  2019 Bonds	9
SECTION 2.02	Execution	9
SECTION 2.03	Authentication	9
SECTION 2.04	Purpose, Designation and Denominations of, and Interest Accruals
on, the Series 2019 Bonds	9
SECTION 2.05	Debt Service on the Series 2019 Bonds	10
SECTION 2.06	Disposition of Series 2019 Bond Proceeds	11
SECTION 2.07	Book-Entry Form of Series 2019 Bonds	12
SECTION 2.08	Appointment of Registrar and Paying Agent	13
SECTION 2.09	Conditions Precedent to Issuance of the Series 2019 Bonds	13
ARTICLE III REDEMPTION OF SERIES 2019 BONDS
SECTION 3.01	Redemption Dates and Prices	15
SECTION 3.02	Notice of Redemption	17
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 NON-AD VALOREM ASSESSMENT LIENS
SECTION 4.01	Establishment of Certain Funds and Accounts	18
SECTION 4.02	Series 2019 Revenue Account	21
SECTION 4.03	Power to Issue Series 2019 Bonds and Create Lien	22
SECTION 4.04	Prepayments; Removal of Series 2019 Non-Ad Valorem Assessment
Liens	22
ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01	Collection of Series 2019 Non-Ad Valorem Assessments	24
SECTION 5.02	Continuing Disclosure	24
SECTION 5.03	Investment of Funds and Accounts	24
SECTION 5.04	Additional Bonds	24
SECTION 5.05	Requisite Holders for Direction or Consent	24
SECTION 5.06	Acknowledgement Regarding Series 2019 Acquisition and
Construction Account Moneys Following an Event of Default	24

ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01	Acceptance of Trust	26
SECTION 6.02	Trustee’s Duties	26
ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01	Interpretation of First Supplemental Trust Indenture	27
SECTION 7.02	Amendments	27
SECTION 7.03	Counterparts	27
SECTION 7.04	Appendices and Exhibits	27
SECTION 7.05	Payment Dates	27
SECTION 7.06	No Rights Conferred on Others	27
ARTICLE VIII
PROVISIONS RELATION TO SERIES 2019 BOND INSURANCE
SECTION 8.01	Supplemental Provisions Required By the Series 2019 Insurer	28
SECTION 8.02	Claims upon the Series 2019 Insurance Policy	28
EXHIBIT A	DESCRIPTION OF SERIES 2019 PROJECT EXHIBIT B	FORM OF SERIES 2019A BOND
EXHIBIT C	FORM OF SERIES 2019B BOND EXHIBIT D	FORMS OF REQUISITIONS

THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the “First Supplemental Trust Indenture”), dated as of November 1, 2019 between the UNIVERSITY PARK RECREATION DISTRICT (together with its successors and assigns, the “Issuer”), a recreation district organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Orlando, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this First Supplemental Trust Indenture being hereinafter referred to as the “Trustee”);
W I T N E S S E T H:
WHEREAS, the Issuer is a recreation district duly organized and existing under the provisions of Chapters 418 and 189, Florida Statutes, as amended (collectively, the “Act”) created pursuant to Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida effective on August 3, 2018 (the “Charter”) for the purposes of acquiring and improving recreation facilities, benefitting property to be served by the District (as defined below); and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A to the Master Indenture (as defined herein) currently consists of [ ] gross acres of land located within unincorporated Manatee County, Florida (the “County”); and

WHEREAS, the Issuer has been created for the purpose of acquiring and improving certain recreation facilities for the benefit of the District Lands (as defined herein); and

WHEREAS, the Issuer has determined to undertake, the acquisition, financing, renovation and improvement, in one or more stages, of recreation facilities known as University Park County Club and associated professional fees and incidental costs related thereto for the special benefit of the District Lands, pursuant to the Act, the Charter and the Purchase and Sale Agreement (hereinafter defined) and summarized in Exhibit B to the Master Indenture (as defined herein and summarized in Exhibit A attached hereto); and

WHEREAS, the District has entered into a Purchase and Sale Agreement, dated as of January 11, 2019, as amended as of August 30, 2019, and as may be further amended from time to time, with Keswick Investments, LLC, a Florida limited liability company and related entities to acquire the recreation facilities consisting of a 27-hole golf course and practice facilities, a pro shop, a clubhouse with kitchen, administrative and community facilities, tennis courts, a croquet court, a fitness center, a golf cart storage facility, and associated facilities, as well as certain other facilities and parcels of land that are within the University Park Country Club (such recreation facilities and related improvements as described on Exhibit A attached hereto is herein collectively referred to as the “Series 2019 Project”) for a purchase price of $16,750,000; and

WHEREAS, on February 7, 2019 a referendum of all Qualified Voters was held in the District, and the issuance of bonds in an aggregate principal amount not to exceed $24,000,000 to finance the Project was approved by such Qualified Voters, which result was certified by the Board pursuant to Resolution 2019-19 on February 8, 2019; and

WHEREAS, pursuant to the Act, the Charter and Resolution No. 2019-20 adopted on February 8, 2019 (the “Bond Resolution”), the Board authorized the issuance of not exceeding
$24,000,000 aggregate principal amount of Non-Ad Valorem Assessment Bonds (the “Bonds”) in one or more series to finance the acquisition and renovation of the Project, and approved the form of and authorized the execution and delivery of a Master Trust Indenture (as defined herein); and

WHEREAS, the Issuer has determined to issue its first and second Series of Bonds, pursuant to that certain Master Indenture dated as of November 1, 2019 by and between the Issuer and the Trustee (the “Master Indenture”) and this First Supplemental Trust Indenture (hereinafter collectively referred to as the “Series 2019 Indenture”) designated as the University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt) (the “Series 2019A Bonds”) and the University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (the “Series 2019B Bonds” and, together with the Series 2019A Bonds, the “Series 2019 Bonds); and

WHEREAS, in the manner provided herein, the proceeds of the Series 2019 Bonds will be used for the purposes of (i) providing funds to pay all or a portion of the costs of the financing, acquisition, equipping, installation and renovation of the Series 2019 Project, (ii) funding a deposit to the Series 2019A Reserve Account in the amount of the Series 2019A Reserve Requirement,
paying a portion of the interest coming due on the Series 2019 Bonds, and (iv) paying the costs of issuance of the Series 2019 Bonds; and

WHEREAS, the Series 2019 Bonds will be secured by a pledge of Series 2019 Pledged Revenues (as hereinafter defined) to the extent provided herein; and

WHEREAS, the Series 2019 Bonds will also be secured by the Series 2019 Insurance Policy (hereinafter defined) to be issued by the Series 2019 Insurer (hereinafter defined).

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL TRUST INDENTURE
WITNESSETH, that to provide for the issuance of the Series 2019 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, any reimbursement due to the Series 2019 Insurer, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2019 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2019 Bonds by the Holders thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and of the issuance of the Series 2019 Insurance Policy by the Series 2019 Insurer, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to U.S. Bank National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2019 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2019 Bonds issued hereunder and any reimbursement due to the Series 2019 Insurer, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

TO HAVE AND TO HOLD the same and, to the extent the same may be lawfully granted, any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery,

assignment or otherwise, be subject to the lien created by the Series 2019 Indenture with respect to the Series 2019 Bonds.

IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Holders of the Series 2019 Bonds issued and to be issued under this First Supplemental Trust Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Trust Indenture) of any one Series 2019 Bond over any other Series 2019 Bond, and for the benefit and security of the Series 2019 Insurer, all as provided in the Series 2019 Indenture.

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2019 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2019 Bonds and the Series 2019 Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Series 2019 Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee and the Series 2019 Insurer all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Trust Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Trust Indenture to be and remain in full force and effect.

ARTICLE I DEFINITIONS

In this First Supplemental Trust Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:

“Acquisition Agreement” shall mean that certain Purchase and Sale Agreement, dated as of January 11, 2019, as amended as of August 30, 2019, and as may be further amended from time to time, with Keswick Investments, LLC, a Florida limited liability company and related entities.

“Arbitrage Certificate” shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated November , 2019, relating to certain restrictions on arbitrage under the Code with respect to the Series 2019A Bonds.

“Assessment Resolutions” shall mean Resolution Nos. 2019-10, 2019-11, 2019-15, and 2020- of the Issuer adopted on November 9, 2018, November 9, 2018, December 14, 2018 and November , 2019, respectively, as amended and supplemented from time to time.

“Authorized Denomination” shall mean, with respect to the Series 2019 Bonds, denominations of $5,000 if the Bonds bear an investment grade rating by a nationally recognized rating agency, and otherwise, initially in principal amounts of $100,000 and any integral multiple of $5,000 in excess thereof, and thereafter, in denominations of $5,000 or any integral multiple thereof.

“Continuing Disclosure Agreement” shall mean the Disclosure Dissemination Agent Agreement for the benefit of the owners of the Series 2019 Bonds, dated November , 2019, by and among the Issuer and Digital Assurance Certification LLC., as the dissemination agent named therein, in connection with the issuance of the Series 2019 Bonds.

“Defeasance Securities” shall mean, with respect to the Series 2019 Bonds, to the extent permitted by law, (a) cash deposits, and (b) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury) which are non-callable and non-prepayable.

“District Lands” shall mean the [ ] gross acres of land located within the County comprising the District.

“Interest Payment Date” shall mean May 1 and November 1 of each year, commencing May 1, 2020, and any other date the principal of the Series 2019 Bonds is paid.

“Majority Holders” means the Beneficial Owners of more than fifty percent (50%) in principal amount of the Outstanding Series 2019 Bonds.

“Master Indenture” shall mean the Master Trust Indenture, dated as of November 1, 2019, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2019 Bonds (as opposed to supplements or amendments relating to any Series of Bonds other than the Series 2019 Bonds as specifically defined in this First Supplemental Trust Indenture).

“Paying Agent” shall mean U.S. Bank National Association, and its successors and assigns as Paying Agent hereunder.

“Prepayment” shall mean the payment by any owner of property of the amount of Series 2019 Non-Ad Valorem Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term “Prepayment” also means any proceeds received as a result of accelerating and/or foreclosing the Series 2019 Non-Ad Valorem Assessments. “Prepayments” shall include, without limitation, Series 2019 Prepayment Principal.

“Project” shall mean the portion or portions of certain recreation improvements to be acquired and/or constructed by the Issuer within the District including, but not limited to, the Series 2019 Project.

“Quarterly Redemption Date” shall mean each February 1, May 1, August 1, and November 1 of any calendar year.

“Redemption Price” shall mean the principal amount of any Series 2019 Bond plus the applicable premium, if any payable upon redemption thereof pursuant to this First Supplemental Trust Indenture.

“Registrar” shall mean U.S. Bank National Association and its successors and assigns as Registrar hereunder.

“Regular Record Date” shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

“Resolution” shall mean, collectively, (i) Resolution No. 2019-20 of the Issuer adopted on February 8, 2019, pursuant to which the Issuer authorized the issuance of not exceeding
$24,000,000 aggregate principal amount of its Bonds to finance the acquisition and renovation of the Project, and (ii) Resolution No. 2020- of the Issuer adopted on October , 2019 (the “Delegation Resolution”), pursuant to which the Issuer authorized, among other things, the issuance of the Series 2019 Bonds to pay all or a portion of the costs of the financing, acquisition, equipping, installation and renovation of the Series 2019 Project, specifying the details of the Series 2019 Bonds and authorizing a public sale of the Series 2019 Bonds.

“Series 2019 Acquisition and Construction Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture.

“Series 2019 Bond Redemption Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series  2019  Bonds”  shall  mean  collectively, the $ 		aggregate principal amount of University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt) (the “Series 2019A Bonds”) and the $ 	aggregate principal amount of University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (the “Series 2019B Bonds”), to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this First Supplemental Trust Indenture, and secured and authorized by the Master Indenture and this First Supplemental Trust Indenture.

“Series 2019 Costs of Issuance Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture.

“Series 2019 Indenture” shall mean collectively, the Master Indenture and this First Supplemental Trust Indenture.

“Series 2019 Insurance Policy” shall mean 		. “Series 2019 Insurer” shall mean 	.
“Series 2019 Non-Ad Valorem Assessments” shall mean a portion of the Non-Ad Valorem Assessments levied on the assessable lands within the District pursuant to the Sections 2-8-154 and 2-8-160 of the Charter and the Assessment Resolutions as a result of the Issuer’s acquisition and/or renovation of the Series 2019 Project, corresponding in amount to the debt service on the Series 2019 Bonds and designated as such in the methodology report relating thereto.

“Series 2019 Pledged Revenues” shall mean with respect to the Series 2019 Bonds (a) all revenues received by the Issuer from the Series 2019 Non-Ad Valorem Assessments levied and collected on the assessable District Lands with respect to the Series 2019 Project or portion thereof financed by the Series 2019 Bonds, including, without limitation, amounts received from any

foreclosure proceeding for the enforcement of collection of such Series 2019 Non-Ad Valorem Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Non- Ad Valorem Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Series 2019 Indenture for, or otherwise expressly allocated to, such Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "Non-Ad Valorem Assessments" levied and collected by the Issuer for operation and maintenance purposes or "non-ad valorem operation and maintenance assessments" levied and collected by the Issuer under Section 2-8-154 and 2-8- 160 of the Charter and Section 418.22 of the Act (it being expressly understood that the lien and pledge of the Series 2019 Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso).

“Series 2019 Prepayment Principal” shall mean the portion of a Prepayment corresponding to the principal amount of Series 2019 Non-Ad Valorem Assessments being prepaid pursuant to Section 4.04 of this First Supplemental Trust Indenture pursuant to Section 170.10, Florida Statutes, if such Series 2019 Non-Ad Valorem Assessments are being collected through a direct billing method.

“Series 2019 Prepayment Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series 2019 Project” shall mean the acquisition of and improvements to recreation facilities described in Exhibit A attached hereto benefitting the District.

“Series 2019 Revenue Account” shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this First Supplemental Trust Indenture.

“Series 2019A Costs of Issuance Subaccount” shall mean the Subaccount so designated, established as a separate Subaccount within the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture.

“Series 2019A General Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series 2019A Interest Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Trust Indenture.

“Series 2019A Optional Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series 2019A Principal Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(c) of this First Supplemental Indenture.

“Series 2019A Rebate Account” shall mean the Account so designated, established as a separate Account within the Rebate Fund pursuant to Section 4.01(j) of this First Supplemental Trust Indenture.

“Series 2019A Reserve Account” shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this First Supplemental Trust Indenture.

“Series 2019A Reserve Requirement” or “Reserve Requirement” shall mean an amount (calculated at the time of initial issuance of the Series 2019A Bonds) equal to 	percent ( %) of the maximum annual debt service with respect to the initial principal amount of the Series 2019A Bonds. Any amount in the Series 2019A Reserve Account may, upon final maturity or redemption of all Outstanding Series 2019A Bonds, be used to pay principal of and interest on the Series 2019A Bonds at that time. Initially, the Series 2019A Reserve Requirement shall be equal to $ 	.

“Series 2019A Sinking Fund Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Trust Indenture.

“Series 2019B Costs of Issuance Subaccount” shall mean the Subaccount so designated, established as a separate Subaccount within the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture.

“Series 2019B General Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series 2019B Interest Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Trust Indenture.

“Series 2019B Optional Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

“Series 2019B Principal Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(c) of this First Supplemental Indenture.

“Series 2019B Sinking Fund Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Trust Indenture.

The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the form of Series 2019 Bonds), refer to the entire Series 2019 Indenture.

Every “request,” “requisition,” “order,” “demand,” “application,” “notice,” “statement,” “certificate,” “consent,” or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

[END OF ARTICLE I]

ARTICLE II
THE SERIES 2019 BONDS

SECTION 2.01  Amounts and Terms of Series 2019 Bonds; Issue of Series 2019   Bonds. No Series 2019 Bonds may be issued under this First Supplemental Trust Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.

The total principal amount of Series 2019 Bonds that may be issued under this First Supplemental Trust Indenture is expressly limited to $24,000,000. The Series 2019A Bonds shall be numbered consecutively from RA-1 and upwards and the Series 2019B Bonds shall be numbered consecutively from RB-1 and upwards.

Any and all Series 2019A Bonds and Series 2019B Bonds shall be issued substantially in the forms attached hereto as Exhibit B and Exhibit C, respectively, with such appropriate variations, omissions and insertions as are permitted or required by the Series 2019 Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2019 Bonds upon execution of this First Supplemental Trust Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer’s request, authenticate such Series 2019 Bonds and deliver them as specified in the request.

SECTION 2.02       Execution.  The Series 2019 Bonds shall be executed by the Issuer  as set forth in the Master Indenture.

SECTION 2.03 Authentication. The Series 2019 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2019 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.

SECTION 2.04      Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2019 Bonds.

The Series 2019 Bonds are being issued hereunder in order to provide funds for the purposes of (i) paying all or a portion of the costs of the financing and acquisition of the Series 2019 Project, (ii) funding a deposit to the Series 2019A Reserve Account in the amount of the Series 2019A Reserve Requirement, (iii) paying a portion of the interest coming due on the Series 2019 Bonds and (iv) paying the costs of issuance of the Series 2019 Bonds. The Series 2019 Bonds shall be designated “University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt)” and “University Park Recreation District Non- Ad Valorem Assessment Bonds, Series 2019B (Taxable),” and shall be issued as fully registered Bonds without coupons in Authorized Denominations.

The Series 2019 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2019 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2019 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to May 1, 2020, in which case from the date of initial delivery or unless the date of authentication

thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.

Except as otherwise provided in Section 2.07 of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the principal or Redemption Price of the Series 2019 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2019 Bonds. Except as otherwise provided in Section 2.07 of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the payment of interest on the Series 2019 Bonds shall be made on each Interest Payment Date to the Holders of the Series 2019 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2019 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called “Defaulted Interest”) shall be paid to the Owner in whose name the Series 2019 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2019 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date.

SECTION 2.05	Debt Service on the Series 2019 Bonds.

The Series 2019 Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates all set forth below, subject to the right of prior redemption in accordance with their terms.

Series 2019A Serial Bonds

Year		Amount		Interest Rate	
2021		$		%	
2021		
2022		
2023		
2024		
2025		
2026		

2027
2028
2029
2030
2031
2032
2033
2034
2035

Series 2019A Term Bonds

$ 	, 	% Series 2019A Term Bond due May 1, 20 	

$ 	, 	% Series 2019A Term Bond due May 1, 20 	

$ 	, 	% Series 2019A Term Bond due May 1, 20 	

Series 2019B Term Bonds

$ 	, 	% Series 2019B Term Bond due May 1, 20 	

Interest on the Series 2019 Bonds will be computed in all cases on the basis of a 360-day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2019 Bonds on the day before the default occurred.

SECTION 2.06       Disposition of Series 2019 Bond Proceeds.  From the net proceeds  of the Series 2019A Bonds in the amount of $ 	(par  amount of $ 		, [plus][less][net]   original   issue   [premium][discount] of  $ 		, less underwriter’s discount of $ 	which is retained by the underwriter of the Series 2019A Bonds and the sum of $  , representing a portion of the premium for the Series 2019 Insurance Policy,  which will be wire transferred by the [underwriter] to the Series 2019 Insurer on the date of closing), and the net proceeds of the Series 2019B Bonds in the amount of $ 	(par amount    of    $ 		, [plus][less][net] original issue [premium][discount] of
$ 	and  less  underwriter’s  discount of $ 	which is retained by the underwriter of the Series 2019B Bonds and the sum  of $  , representing a portion of the  premium for the Series 2019 Insurance Policy, which will be wire transferred by the [underwriter] to the Series 2019 Insurer on the date of closing), the following deposits shall be made on the date of issuance of the Series 2019 Bonds [Q: who will wire Series 2019 Insurance Premium to Series 2019 Insurer- the underwriter or the Trustee?]:

$ 	derived from the net proceeds of the Series 2019 Bonds (of which $ 	is derived from the Series 2019A Bonds and $ 	is derived from the Series 2019B Bonds) shall be deposited in the Series 2019 Acquisition and Construction

Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied in accordance with Article V of the Master Indenture, and the terms of the Acquisition Agreement to purchase the recreation facilities.

$ 	, which is an amount equal to the Series 2019A Reserve Requirement, shall be deposited in the Series 2019A Reserve Account of the Debt Service Reserve Fund;

$ 	derived from the net proceeds of the Series 2019A Bonds and
$ 	derived from the net proceeds of the Series 2019B Bonds, shall be deposited into the Series 2019A Interest Account and the Series 2019B Interest Account, respectively, and applied to pay interest coming due on the Series 2019 Bonds through November 1, 2020;

$ 	, derived from the net proceeds of the Series 2019A Bonds and $ 	derived from the net proceeds of the Series 2019B Bonds shall be deposited into the Series 2019A Costs of Issuance Subaccount and the Series 2019B Costs of Issuance Subaccount, respectively, within the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Series 2019A Bonds and the Series 2019B Bonds;

$ 	, representing the balance of the net proceeds of the Series
2019   Bonds   (of which  $ 	is  derived  from  the  Series  2019A  Bonds  and
$ 	is derived from the Series 2019B Bonds), shall be deposited in the Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied only to the payment of costs of the Series 2019 Project in accordance with Section 4.01(a) hereof, Article V of the Master Indenture and the terms of the Acquisition Agreement.

SECTION 2.07   Book-Entry Form of Series 2019 Bonds.  The Series 2019 Bonds    shall be issued as one fully registered bond for each maturity of Series 2019A Bonds or Series 2019B Bonds and deposited with The Depository Trust Company (“DTC”), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants.

As long as the Series 2019 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. The Series 2019 Bonds shall not be required to be presented for payment. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2019 Bonds (“Beneficial Owners”).

Principal and interest on the Series 2019 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.

Individuals may purchase beneficial interests in Authorized Denominations in book-entry- only form, without certificated Series 2019 Bonds, through DTC Participants and Indirect Participants.

During the period for which Cede & Co. is registered owner of the Series 2019 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to DTC Participants and DTC Participants shall be responsible for notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners.

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2019 Bonds in the form of fully registered Series 2019 Bonds in accordance with the instructions from Cede & Co.

In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2019 Bonds may be exchanged for an equal aggregate principal amount of Series 2019 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.

SECTION 2.08      Appointment of Registrar and Paying Agent.  The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the “Bond Register”) for the registration, transfer and exchange of the Series 2019 Bonds, and hereby appoints U.S. Bank National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints U.S. Bank National Association as Paying Agent for the Series 2019 Bonds. U.S. Bank National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.

SECTION 2.09 Conditions Precedent to Issuance of the Series  2019  Bonds.  In  addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2019 Bonds, all the Series 2019 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:

Certified copies of the Assessment Resolutions;

Executed originals of the Master Indenture and this First Supplemental Trust Indenture;

Opinions of Counsel to the District required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2019 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Trust Indenture;

Executed copies of the Arbitrage Certificate with respect to the Series 2019A Bonds, and the Continuing Disclosure Agreement.

Payment to the Trustee of the net proceeds of the Series 2019 Bonds shall be conclusive evidence that the foregoing conditions have been satisfied as to the Issuer and the Underwriter.

[END OF ARTICLE II]

ARTICLE III REDEMPTION OF SERIES 2019 BONDS

SECTION 3.01 Redemption Dates and Prices.  The  Series  2019  Bonds  shall  be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2019 Bonds of a maturity are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2019 Bonds or portions of the Series 2019 Bonds to be redeemed by lot. Partial redemptions of Series 2019 Bonds shall, to the extent possible, be made in such a manner that the remaining Series 2019 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2019 Bond.

The Series 2019 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates specified below. Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

Optional Redemption. The Series 2019A Bonds may, at the option of the Issuer, be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Series 2019 Bonds of a maturity to be selected by lot), at a Redemption   Price equal to the principal amount of Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date through which interest has been paid to the redemption date from moneys on deposit in the Series 2019A Optional Redemption Subaccount of the Series 2019 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2019A Bonds to be optionally redeemed from each maturity of such Series so that debt service on the remaining Outstanding Series 2019A Bonds is substantially level. The Series 2019B Bonds are not subject to redemption prior to maturity at the option of the Issuer.

Extraordinary Mandatory Redemption in Whole or in Part. The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Series 2019 Prepayment Principal deposited into the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Non-Ad Valorem Assessments on any assessable property within the District in accordance with the provisions of Section 4.04(a) of this First Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Series 2019A Reserve Account to the Series 2019A Prepayment Subaccount, as a result of such Series 2019 Prepayment and pursuant to Sections 4.01(f) and 4.04(a) of this First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2019 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2019 Bonds is substantially level; and

from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019A Rebate Account and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.

Mandatory Sinking Fund Redemption. The Series 2019A Bonds maturing on May 1, 20     are subject to mandatory sinking fund redemption from the moneys on deposit  in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.

The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
The Series 2019B Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019B Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
SECTION 3.02 Notice of  Redemption.  When  required  to  redeem  Series  2019  Bonds under any provision of this First Supplemental Trust Indenture or directed to redeem Series 2019 Bonds by the Issuer, the Trustee shall give or cause to be given to Holders of the Series 2019 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture.

[END OF ARTICLE III]

ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 NON-AD VALOREM ASSESSMENT LIENS

SECTION 4.01	Establishment of Certain Funds and Accounts.

The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the “Series 2019 Acquisition and Construction Account.” Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Acquisition and Construction Account. Funds on deposit in the Series 2019 Acquisition and Construction Account shall only be requested by the Issuer to be applied to the Costs of the Series 2019 Project. The Trustee shall have no duty to verify if the amount being requisitioned is for the Cost of the Series 2019 Project.

After the acquisition and renovation of the Series 2019 Project, any moneys remaining in the Series 2019 Acquisition and Construction Account after retaining costs to complete the Series 2019 Project, shall be transferred to the Series 2019A General Redemption Subaccount and the Series 2019B General Redemption Subaccount, as directed in writing by the Issuer to the Trustee. Except as provided in Section 5.06 hereof, only upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit D, shall the Trustee withdraw moneys from the Series 2019 Acquisition and Construction Account. After no funds remain therein, the Series 2019 Acquisition and Construction Account shall be closed. The Trustee shall not be responsible for determining the amounts in the Series 2019 Acquisition and Construction Account allocable to the respective components of the Series 2019 Project.

Pursuant to Section 5.01 the Master Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the “Series 2019 Costs of Issuance Account,” and within such Account a “Series 2019A Costs of Issuance Subaccount” and a “Series 2019B Costs of Issuance Subaccount.” Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019A Costs of Issuance Subaccount and the Series 2019B Costs of Issuance Subaccount in the amounts set forth in Section 2.06 of this First Supplemental Trust Indenture. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit D, the Trustee shall withdraw moneys from the Series 2019A Costs of Issuance Subaccount to pay the costs of issuing the Series 2019A Bonds, and from the Series 2019B Costs of Issuance Subaccount to the costs of issuing the Series 2019B Bonds. Six months after the issuance of the Series 2019 Bonds, any moneys remaining in the Series 2019A Costs of Issuance Subaccount or the Series 2019B Costs of Issuance Subaccount in excess of the amounts requested to be disbursed by the Issuer shall be deposited into the Series 2019A Interest Account or the Series 2019B Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2019 Bonds shall be paid from excess Series 2019 Pledged Revenues on deposit in the Series 2019 Revenue Account as provided in Section 4.02 SEVENTH. After no funds remain therein, the Series 2019 Costs of Issuance Account shall be closed.

Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the “Series 2019 Revenue Account.” Series 2019 Non-Ad Valorem Assessments (except for Prepayments of Series 2019 Non-Ad

Valorem Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount) shall be deposited by the Trustee into the Series 2019 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture. The Trustee may conclusively rely that unless expressly indicated in writing by the District as a Prepayment upon deposit thereof with the Trustee, payments of Series 2019 Non-Ad Valorem Assessments are to be deposited into the Series 2019 Revenue Account.

Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish two (2) separate Accounts within the Debt Service Fund designated as the “Series 2019A Principal Account” and the “Series 2019B Principal Account.” Moneys shall be deposited into the Series 2019A Principal Account and Series 2019B Principal Account as provided in Section 6.04 of the Master Indenture and SECTION 4.02 of this Second Supplemental Indenture, and applied for the purposes provided therein.

Pursuant to Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, the Trustee shall establish two (2) separate Accounts within the Debt Service Fund designated as the “Series 2019A Interest Account” and the “Series 2019B Interest Account.” Moneys deposited into the Series 2019A Interest Account and the Series 2019B Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this First Supplemental Trust Indenture, shall be applied for the purposes provided therein and used to pay interest on the Series 2019A Bonds and the Series 2019B Bonds, respectively.

Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish two (2) separate Accounts within the Debt Service Fund designated as the “Series 2019A Sinking Fund Account” and the “Series 2019B Sinking Fund Account.” Moneys shall be deposited into the Series 2019A Sinking Fund Account and the Series 2019B Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, and applied for the purposes provided therein and in Section 3.01(c) of this First Supplemental Trust Indenture.

Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the “Series 2019A Reserve Account.” Proceeds of the Series 2019A Bonds shall be deposited into the Series 2019A Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture, and such moneys, together with any other moneys deposited into the Series 2019A Reserve Account shall be applied for the purposes provided in the Master Indenture and in this Section 4.01(f) and Section 4.04 of this First Supplemental Trust Indenture. Notwithstanding any provisions in the Master Indenture to the contrary, the Issuer covenants not to substitute the cash and Investment Obligations on deposit in the Series 2019A Reserve Account with a Debt Service Reserve Insurance Policy or a Debt Service Reserve Letter of Credit. All investment earnings on moneys in the Series 2019A Reserve Account shall remain on deposit therein to be applied to pay debt service on the Series 2019A Bonds as otherwise required hereunder. Amounts on deposit in the Series 2019A Reserve Account do not secure the Series 2019B Bonds.

On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019A Reserve Account and transfer any excess therein above the Reserve Requirement

for the Series 2019A Bonds caused by investment earnings to the Series 2019 Revenue Account in accordance with Section 4.02 hereof.

Subject to the provisions of Section 4.04 hereof, on any date the Issuer receives notice that a Landowner wishes to prepay its Series 2019 Non-Ad Valorem Assessments relating to the benefited property of such Landowner within the District, the Issuer shall calculate the principal amount of such Prepayment taking into account a credit against the amount of Series 2019 Prepayment Principal due by the amount of money in the Series 2019A Reserve Account that will be in excess of the Series 2019A Reserve Requirement for the Series 2019A Bonds, taking into account the proposed Prepayment. Such excess shall be transferred to the Series 2019A Prepayment Subaccount of the Series 2019 Bond Redemption Account, as a result of such Prepayment. The Issuer shall make such calculation within ten (10) Business Days after such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the Landowner from the Series 2019A Reserve Account to the Series 2019A Prepayment Subaccount of the Series 2019 Bond Redemption Account to be used for the extraordinary mandatory redemption of the Series 2019A Bonds in accordance with Section 3.01(b)(i) hereof. The Trustee is authorized to make such transfer and has no duty to verify such calculations. Notwithstanding any of the foregoing, amounts on deposit in the Series 2019A Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019A Bonds to the Series 2019A General Redemption Subaccount, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2019 Non-Ad Valorem Assessments and applied to redeem a portion of the Series 2019 Bonds is less than the principal amount of Series 2019 Bonds indebtedness attributable to such lands.

Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the “Series 2019 Bond Redemption Account” and within such Account, a “Series 2019A General Redemption Subaccount,” a “Series 2019B General Redemption Subaccount,” a “Series 2019A Optional Redemption Subaccount,” a “Series 2019A Prepayment Subaccount” and a “Series 2019B Prepayment Subaccount.” Except as otherwise provided in this First Supplemental Trust Indenture regarding Prepayments or in connection with the optional redemption of the Series 2019A Bonds, moneys to be deposited into the Series 2019 Bond Redemption Account as provided in Section 6.06 of the Master Indenture, shall be deposited to the Series 2019A General Redemption Subaccount and the Series 2019B General Redemption Subaccount.

Moneys that are deposited into the Series 2019A General Redemption Subaccount and the Series 2019B General Redemption Subaccount (including all earnings on investments held therein) shall be used to call for the extraordinary mandatory redemption of the Series 2019 Bonds in whole, pursuant to Section 3.01(b)(ii) hereof.

Moneys in the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount (including all earnings on investments held in such Series 2019A Prepayment Subaccount and Series 2019B Prepayment Subaccount) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Series 2019A Bonds or Series 2019B Bonds equal to the amount of money transferred to the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount of the Series 2019 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof. In addition, if the amount of the

Prepayment is not sufficient to redeem a principal amount of the Series 2019 Bonds in an Authorized Denomination of each such Series to be redeemed, the Trustee shall be authorized to withdraw amounts from the Series 2019 Revenue Account to round-up to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Series 2019 Revenue Account shall be made to pay interest on and/or principal for the Series 2019 Bonds for the redemption pursuant to Section 3.01(b)(i) if as a result the deposits required under Section 4.02 FIRST through FIFTH cannot be made in full. The Trustee may conclusively rely on the Issuer’s determination of what moneys constitute Prepayments.

The Issuer hereby directs the Trustee to establish a separate account in the Rebate Fund designated as the “Series 2019A Rebate Account.” Moneys shall be deposited into the Series 2019A Rebate Account, as provided in the Arbitrage Certificate and applied for the purposes provided therein.

Moneys on deposit in the Series 2019A Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2019A Bonds pursuant to Section 3.01(a) hereof.

SECTION 4.02 Series 2019 Revenue Account. The Trustee  shall  transfer  from amounts on deposit in the Series 2019 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, upon receipt but no later than the Business Day next preceding each Interest Payment Date, commencing May 1, 2021, to the Series 2019A Interest Account and the Series 2019B Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2019A Bonds and the Series 2019B Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Series 2019A Interest Account and the Series 2019B Interest Account, not previously credited;

SECOND, no later than the Business Day next preceding the May 1 which is a principal payment date for any Series 2019 Bonds, to the Series 2019A Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2019A Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2019A Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each May 1 on which a sinking fund redemption payment is due, commencing May 1, 20 , to the Series 2019A Sinking Fund Account or the Series 2019B Sinking Fund Account, as the case may be, an amount equal to the principal amount of Series 2019A Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2019A Sinking Fund Account not previously credited; and an amount equal to the principal amount of Series 2019B Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2019B Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2019A Bonds remain Outstanding, to the Series 2019A Reserve Account, an amount equal to the amount, if any, which is necessary to make the

amount on deposit therein equal to the Series 2019A Reserve Requirement for the Series 2019A Bonds;

FIFTH, notwithstanding the foregoing, at any time the Series 2019A Bonds or the Series 2019B Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2019 Revenue Account to the Series 2019A Interest Account or the Series 2019B Interest Account, as applicable, the amount necessary to pay interest on the Series 2019A Bonds subject to redemption on such date;

SIXTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2019 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2019 Bonds and next, any balance in the Series 2019 Revenue Account shall remain on deposit in such Series 2019 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2019A Rebate Account, in which case, the Issuer shall direct the Trustee to make such deposit thereto.

SECTION 4.03    Power to Issue Series 2019 Bonds and Create Lien.  The Issuer is   duly authorized under the Act and all applicable laws of the State to issue the Series 2019 Bonds, to execute and deliver the Series 2019 Indenture and to pledge the Series 2019 Pledged Revenues for the benefit of the Series 2019 Bonds to the extent set forth herein. The Series 2019 Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2019 Bonds, except as otherwise permitted under the Master Indenture and Section 5.04 hereof. The Series 2019 Bonds and the provisions of the Series 2019 Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Series 2019 Indenture and all the rights of the Holders of the Series 2019 Bonds under the Series 2019 Indenture against all claims and demands of all persons whomsoever.

SECTION 4.04 Prepayments;  Removal  of  Series  2019  Non-Ad  Valorem  Assessment Liens.

At any time any owner of property subject to the Series 2019 Non-Ad Valorem Assessments may, at its option, or as a result of acceleration of the Series 2019 Non-Ad Valorem Assessments because of non-payment thereof, shall, or by operation of law, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2019 Non-Ad Valorem Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Series 2019 Non-Ad Valorem Assessment, which shall constitute Series 2019 Prepayment Principal, plus, except as provided below, accrued interest to the next succeeding Quarterly Redemption Date (or the first succeeding Quarterly Redemption Date that is at least 45 days after such prepayment, if such Prepayment is made within 45 calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property subject to Series 2019 Non-Ad Valorem Assessments owned by such owner. To the extent that such prepayments are to be used to redeem Series 2019A Bonds pursuant to Section 3.01(b)(i) hereof, in the event the amount on deposit in the Series 2019A Reserve Account will exceed the Series 2019A Reserve Requirement for the Series 2019A Bonds as a result of a prepayment in accordance

with this Section 4.04(a) and the resulting extraordinary mandatory redemption in accordance with Section 3.01(b)(i) of this First Supplemental Trust Indenture of Series 2019A Bonds, the excess amount shall be transferred from the Series 2019A Reserve Account to the Series 2019A Prepayment Subaccount as a credit against the Series 2019A Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer to the Trustee together with a certificate of a Responsible Officer of the Issuer, upon which the Trustee may conclusively rely, stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2019A Reserve Account to equal or exceed the Series 2019A Reserve Requirement.

Upon receipt of Series 2019 Prepayment Principal as described in paragraph
(a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official improvement lien book of the District that the Series 2019 Non-Ad Valorem Assessment has been paid in whole or in part and that such Series 2019 Non-Ad Valorem Assessment lien is thereby reduced, or released and extinguished, as the case may be.

The Trustee may conclusively rely on the Issuer’s determination of what moneys constitute Prepayments. The Trustee shall calculate the amount available for the extraordinary mandatory redemption of the applicable Series 2019 Bonds pursuant to Section 3.01(b)(i) forty- five (45) days prior to each Quarterly Redemption Date.

[END OF ARTICLE IV]

ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER

SECTION 5.01      Collection of Series 2019 Non-Ad Valorem Assessments.  Pursuant to the terms and provisions of the Master Indenture, the Issuer shall collect the Series 2019 Non- Ad Valorem Assessments relating to the acquisition and renovation of the 2019 Project pursuant to the uniform method provided for in Sections 197.3631, 197.3632 and 197.3635 Florida Statutes, (the “Uniform Method”), and do all things necessary to continue to use the Uniform Method or a comparable alternative method afforded by Section 197.3631, Florida Statutes. Following an Event of Default, Series 2019 Non-Ad Valorem Assessments may be billed and collected by another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, and not pursuant to the Uniform Method, if the Trustee, acting at the direction of the Majority Holders of the Series 2019 Bonds Outstanding, provides written consent to a different method of collection.

SECTION 5.02 Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure Agreement in order to assist the Underwriter in complying with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of the Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance.

SECTION 5.03      Investment of Funds and Accounts.  The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Series 2019 Funds, Accounts and Subaccounts therein created hereunder.

SECTION 5.04 Additional Bonds. The  Issuer  covenants  not  to  issue  any other  Bonds or other debt obligations secured by the Series 2019 Non-Ad Valorem Assessments. [In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by Non-Ad Valorem Assessments on the assessable lands within the District that are subject to the Series 2019 Non-Ad Valorem Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2019 Project.] [To be Discussed]

SECTION 5.05 Requisite Holders for Direction or Consent. Anything in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision which requires fifty-one percent of the Holders, shall in each case be deemed to refer to, and shall mean, the Majority Holders.

SECTION 5.06 Acknowledgement Regarding Series 2019  Acquisition  and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Series 2019 Indenture, the Series 2019 Bonds are payable solely from the Series 2019 Pledged Revenues and any other moneys held by the Trustee under the Series 2019 Indenture for such purpose. Anything in the Series 2019 Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2019 Bonds, (i) the Series 2019 Pledged Revenues includes, without limitation, all amounts on

deposit in the Series 2019 Acquisition and Construction Account then held by the Trustee, (ii) the Series 2019 Pledged Revenues may not be used by the Issuer (whether to pay costs of the Series 2019 Project or otherwise) without the consent of the Majority Holders and (iii) the Series 2019 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay costs and expenses incurred in connection with the pursuit of remedies under the Series 2019 Indenture, provided, however notwithstanding anything herein to the contrary the Trustee is also authorized to utilize the Series 2019 Pledged Revenues to pay fees and expenses as provided in Section 10.12 of the Master Indenture.

[END OF ARTICLE V]

ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 6.01 Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Series 2019 Indenture. The Trustee agrees to act as Paying Agent, Registrar and Authenticating Agent for the Series 2019 Bonds.

SECTION 6.02 Trustee’s Duties. The  Trustee  shall  not  be  responsible  in  any  manner for the due execution of this First Supplemental Trust Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2019 Bonds), all of which are made solely by the Issuer. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.

[END OF ARTICLE VI]

ARTICLE VII MISCELLANEOUS PROVISIONS

SECTION 7.01 Interpretation of First Supplemental Trust Indenture. This First Supplemental Trust Indenture amends and supplements the Master Indenture with respect to the Series 2019 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Trust Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Trust Indenture shall be read and construed as one document.

SECTION 7.02 Amendments. Any amendments to this First Supplemental Trust Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.

SECTION 7.03 Counterparts. This First Supplemental Trust  Indenture  may  be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 7.04 Appendices and Exhibits.  Any and  all schedules, appendices or  exhibits referred to in and attached to this First Supplemental Trust Indenture are hereby incorporated herein and made a part of this First Supplemental Trust Indenture for all purposes.

SECTION 7.05     Payment Dates.  In any case in which an Interest Payment Date or   the maturity date of the Series 2019 Bonds or the date fixed for the redemption of any Series 2019 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 7.06   No Rights Conferred on Others.  Nothing herein contained shall   confer any right upon any Person other than the parties hereto, the Series 2019 Insurer and the Holders of the Series 2019 Bonds, and no other person is intended to be a third- party beneficiary hereof to be entitled to assert or preserve any claim hereunder.

[END OF ARTICLE VII]

ARTICLE VIII
PROVISIONS RELATION TO SERIES 2019 BOND INSURANCE

SECTION 8.01	Supplemental Provisions Required By The Series 2019 Insurer. [To Come].
SECTION 8.02	Claims Upon the Series 2019 Insurance Policy.

[To Come].

[END OF ARTICLE VIII]

IN WITNESS WHEREOF, University Park Recreation District has caused this First Supplemental Trust Indenture to be executed by the Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and U.S. Bank National Association has caused this First Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written.

UNIVERSITY PARK RECREATION DISTRICT

[SEAL]

Attest:

By:  	
Name:
Title: Secretary, Board of Supervisors

By:  	
Name:
Title: Chairperson, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar

By:  	
Name: Scott A. Schuhle Title: Vice President

EXHIBIT A DESCRIPTION OF SERIES 2019 PROJECT

The Series 2019 Project includes, but is not limited to, the following improvements:

EXHIBIT B

[FORM OF SERIES 2019A BOND]

RA-1	$[ 	]

UNITED STATES OF AMERICA STATE OF FLORIDA

UNIVERSITY PARK RECREATION DISTRICT
NON-AD VALOREM ASSESSMENT BOND, SERIES 2019A (TAX-EXEMPT)

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP
 	%	May 1, 20 		November 	, 2019	 	

Registered Owner: CEDE & CO. Principal Amount:
KNOW ALL PERSONS BY THESE PRESENTS that the University Park Recreation District (the “Issuer”), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of twelve 30-day months), said principal payable on the Maturity Date set forth above. Principal of and interest on this Bond are payable by U.S. Bank National Association, in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the “Paying Agent”) made payable to the registered owner and mailed on each Interest Payment Date commencing 	1, 20 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (said U.S. Bank National Association and any successor Registrar being herein called the “Registrar”) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the “Record Date”), provided, however presentation is not required for payment while the Bonds are registered in book-entry-only form. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to May 1, 2020, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Series 2019 Indenture

(defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Series 2019 Indenture.

THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE SERIES 2019 INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, MANATEE COUNTY, FLORIDA (THE “COUNTY”), THE STATE OF FLORIDA (THE “STATE”), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE SERIES 2019 INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 NON-AD VALOREM ASSESSMENTS (AS DEFINED IN THE SERIES 2019 INDENTURE) TO SECURE AND PAY THE SERIES 2019 BONDS. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Series 2019 Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Series 2019 Indenture, of the certificate of authentication endorsed hereon.

This Bond is one of an authorized issue of Bonds of the University Park Recreation District, a recreation district duly created, organized and existing under Chapter 418, Florida Statutes, as amended (the "Act"), and Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) effective on August 13, 2018, designated as “University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019A (Tax- Exempt)”    (the    “Series    2019A    Bonds”),    in    the    aggregate    principal    amount    of
 		and 00/100 Dollars ($ 	of like date, tenor and effect, except as to number. Simultaneously with the issuance of the Series 2019A Bonds, the Issuer has issued its University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (the “Series 2019B Bonds” and, together with the Series 2019A Bonds, the “Series 2019 Bonds”)  in  the  aggregate  principal amount of 		and 00/100 Dollars ($ 	). The Series 2019 Bonds are being issued under authority of the laws and Constitution of the State, including particularly the Act, to pay, among other things, the costs of acquiring and renovating the Series 2019 Project (as defined in the herein referred to Series 2019 Indenture). The Series 2019 Bonds shall be issued as fully registered Series 2019 Bonds in authorized denominations, as set forth in the Series 2019 Indenture. The Series 2019 Bonds are issued under and secured by a Master Trust Indenture dated as of 		1, 2019 (the “Master  Indenture”),  as  supplemented  by  a  First  Supplemental  Trust  Indenture  dated  as of
 	 1, 2019 (the “First Supplemental Trust Indenture” and together with the Master Indenture, the “Series 2019 Indenture”), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Orlando, Florida.

Reference is hereby made to the Series 2019 Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2019 Bonds issued under

the Series 2019 Indenture, the operation and application of the Series 2019A Reserve Account within the Debt Service Reserve Fund and other Funds and Accounts (each as defined in the Series 2019 Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2019 Bonds, the levy and the evidencing and certifying for collection, of the Series 2019 Non-Ad Valorem Assessments, the nature and extent of the security for the Series 2019 Bonds, the terms and conditions on which the Series 2019 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Series 2019 Indenture, the conditions under which such Series 2019 Indenture may be amended without the consent of the registered owners of the Series 2019 Bonds, the conditions under which such Series 2019 Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Series 2019 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2019 Bonds.

It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Series 2019 Indenture, except for Series 2019 Non-Ad Valorem Assessments to be assessed and levied by the Issuer as set forth in the Series 2019 Indenture.

By the acceptance of this Bond, the owner hereof assents to all the provisions of the Series 2019 Indenture.

This Bond is payable from and secured by Series 2019 Pledged Revenues, as such term is defined in the Series 2019 Indenture, all in the manner provided in the Series 2019 Indenture. The Series 2019 Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of Series 2019 Non-Ad Valorem Assessments to secure and pay the Series 2019A Bonds.

The Series 2019A Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2019A Bonds shall be made on the dates specified below. Upon any redemption of Series 2019A Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019A Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019A Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019A Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

Optional Redemption

The Series 2019A Bonds maturing on or after May 1, 20 may, at the option of the Issuer be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1,  20 (less than all Series 2019A Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2019A Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date through which interest has been paid to the redemption date from moneys on deposit in the Series 2019A Optional Redemption Subaccount of the Series 2019 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2019A Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2019A Bonds is substantially level.

Extraordinary Mandatory Redemption in Whole or in Part

The Series 2019A Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019A Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Series 2019 Prepayment Principal deposited into the Series 2019A Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Non-Ad Valorem Assessments on any assessable property within the District in accordance with the provisions of Section 4.04(a) of the First Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Series 2019A Reserve Account to the Series 2019A Prepayment Subaccount as a result of such Series 2019 Prepayment and pursuant to Sections 4.01(f) and 4.04(a) of the First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2019A Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2019A Bonds is substantially level; and

from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019A Rebate Account and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019A Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.

Mandatory Sinking Fund Redemption

The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year

Mandatory Sinking Fund Redemption Amount

* Maturity.
The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019A Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
Except as otherwise provided in the Series 2019 Indenture, if less than all of the Series 2019A Bonds subject to redemption shall be called for redemption, the particular such Series 2019A Bonds or portions of such Series 2019A Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Series 2019 Indenture.

Notice of each redemption of the Series 2019A Bonds is required to be mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the

redemption date to each Registered Owner of the Series 2019A Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. The Issuer may provide that the any optional redemption of Series 2019A Bonds issued under the Series 2019 Indenture may be subject to certain conditions; provided that the notice of such conditional optional redemption must expressly state that such optional redemption is conditional and describe the conditions for such redemption. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Series 2019 Indenture, the Series 2019A Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019A Bonds or such portions thereof on such date, interest on such Series 2019A Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019A Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Series 2019 Indenture and the Holders thereof shall have no rights in respect of such Series 2019A Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Series 2019 Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Owner of this Bond shall have no right to enforce the provisions of the Series 2019 Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Series 2019 Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Series 2019 Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Series 2019 Indenture, the principal of all the Series 2019A Bonds then Outstanding under the Series 2019 Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon.

Modifications or alterations of the Series 2019 Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Series 2019 Indenture.

Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Series 2019A Bond which remain unclaimed for three (3) years after the date when such Series 2019A Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.

If the Issuer deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any the Series 2019A Bonds becoming due at maturity or by call for redemption in the manner set forth in the Series 2019 Indenture, together with the interest accrued to the due date or date of redemption as applicable, the lien of such Series 2019A Bonds as to the Trust Estate with respect to the Series 2019A Bonds shall be discharged, except for the rights of the Holders thereof with respect to the funds so deposited as provided in the Series 2019 Indenture.

This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State.

This Series 2019A Bond shall be issued initially pursuant to a book-entry-only system administered by The Depository Trust Company, New York, New York ("DTC"), which shall act as securities depository for the Bonds, with no physical distribution of Bonds to be made. Any provisions of the Series 2019 Indenture or this Bond requiring physical delivery of Bonds shall, under the book-entry-only system, be deemed to be satisfied by a notation on the records maintained by DTC of ownership interests of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds ("Beneficial Owners").

This Bond shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as this Bond is held in book-entry-only form Cede & Co. shall be considered the registered owner for all purposes hereof, including the payment of the principal of and interest on this Bond. Payment to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Issuer or the Trustee

The Issuer shall keep books for the registration of the Series 2019A Bonds at the designated corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Series 2019 Indenture, the Series 2019A Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Series 2019A Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Series 2019A Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Series 2019 Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2019A Bonds.

The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Series 2019A Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Series 2019A Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Series 2019A Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2019A Bond to the extent of the sum or sums so paid, and

neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.

It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Series 2019A Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, University Park Recreation District has caused this Bond to be signed by the manual signature of the Chairperson of its Board of Supervisors and its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.

UNIVERSITY PARK RECREATION DISTRICT

(SEAL)

Attest:

By:  	
Secretary, Board of Supervisors

By:  	
Chairperson, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Series 2019 Bonds delivered pursuant to the within mentioned Series 2019 Indenture.

Date of Authentication:  	

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:  	
Authorized Signatory

STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Twelfth Judicial Circuit of Florida, in and for Manatee County, rendered on the 16th day of September, 2019.

UNIVERSITY PARK RECREATION DISTRICT

(SEAL)

Attest:

By:  	
Secretary, Board of Supervisors

By:  	
Chairperson, Board of Supervisors

STATEMENT OF INSURANCE

[To Come]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with rights of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT  -	 	Custodian  	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act 	
(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Signature Guarantee:

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.

EXHIBIT C

[FORM OF SERIES 2019B BOND]

RB-1	$[ 	]

UNITED STATES OF AMERICA STATE OF FLORIDA

UNIVERSITY PARK RECREATION DISTRICT
NON-AD VALOREM ASSESSMENT BOND, SERIES 2019B (TAXABLE)

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP
 	%	May 1, 20 		November 	, 2019	 	

Registered Owner: CEDE & CO. Principal Amount:
KNOW ALL PERSONS BY THESE PRESENTS that the University Park Recreation District (the “Issuer”), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of twelve 30-day months), said principal payable on the Maturity Date set forth above. Principal of and interest on this Bond are payable by U.S. Bank National Association, in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the “Paying Agent”) made payable to the registered owner and mailed on each Interest Payment Date commencing 	1, 20 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (said U.S. Bank National Association and any successor Registrar being herein called the “Registrar”) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the “Record Date”), provided, however presentation is not required for payment while the Bonds are registered in book-entry-only form. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to May 1, 2020, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid,

at any time in any other lawful manner, as more fully provided in the Series 2019 Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Series 2019 Indenture.

THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE SERIES 2019 INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, MANATEE COUNTY, FLORIDA (THE “COUNTY”), THE STATE OF FLORIDA (THE “STATE”), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE SERIES 2019 INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 NON-AD VALOREM ASSESSMENTS (AS DEFINED IN THE SERIES 2019 INDENTURE) TO SECURE AND PAY THE SERIES 2019 BONDS. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Series 2019 Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Series 2019 Indenture, of the certificate of authentication endorsed hereon.

This Bond is one of an authorized issue of Bonds of the University Park Recreation District, a recreation district duly created, organized and existing under Chapter 418, Florida Statutes, as amended (the "Act"), and Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) effective on August 13, 2018, designated as “University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable)”    (the    “Series    2019B    Bonds”),    in    the    aggregate    principal    amount    of
 		and 00/100 Dollars ($ 	of like date, tenor and effect, except as to number. Simultaneously with the issuance of the Series 2019B Bonds, the Issuer has issued its University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt) (the “Series 2019A Bonds” and, together with the Series 2019B Bonds, the “Series 2019 Bonds”) in the aggregate principal amount of 		and 00/100 Dollars ($ 	). The Series 2019 Bonds are being issued under authority of the laws and Constitution of the State, including particularly the Act, to pay, among other things, the costs of acquiring and renovating the Series 2019 Project (as defined in the herein referred to Series 2019 Indenture). The Series 2019 Bonds shall be issued as fully registered Series 2019 Bonds in authorized denominations, as set forth in the Series 2019 Indenture. The Series 2019 Bonds are issued under and secured by a Master Trust Indenture dated as of 		1, 2019 (the “Master  Indenture”),  as  supplemented  by  a  First  Supplemental  Trust  Indenture  dated  as of
 	 1, 2019 (the “First Supplemental Trust Indenture” and together with the Master Indenture, the “Series 2019 Indenture”), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Orlando, Florida.

Reference is hereby made to the Series 2019 Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2019 Bonds issued under the Series 2019 Indenture, and other Funds and Accounts (each as defined in the Series 2019 Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2019 Bonds, the levy and the evidencing and certifying for collection, of the Series 2019 Non-Ad Valorem Assessments, the nature and extent of the security for the Series 2019 Bonds, the terms and conditions on which the Series 2019 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Series 2019 Indenture, the conditions under which such Series 2019 Indenture may be amended without the consent of the registered owners of the Series 2019 Bonds, the conditions under which such Series 2019 Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Series 2019 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2019 Bonds.

It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Series 2019 Indenture, except for Series 2019 Non-Ad Valorem Assessments to be assessed and levied by the Issuer as set forth in the Series 2019 Indenture.

By the acceptance of this Bond, the owner hereof assents to all the provisions of the Series 2019 Indenture.

This Bond is payable from and secured by Series 2019 Pledged Revenues, as such term is defined in the Series 2019 Indenture, all in the manner provided in the Series 2019 Indenture. The Series 2019 Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of Series 2019 Non-Ad Valorem Assessments to secure and pay the Series 2019B Bonds.

The Series 2019B Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2019B Bonds shall be made on the dates specified below. Upon any redemption of Series 2019B Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019B Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019B Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019B Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

No Optional Redemption

The Series 2019B Bonds are not subject to redemption prior to maturity at the option of the Issuer.

Extraordinary Mandatory Redemption in Whole or in Part

The Series 2019B Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019B Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Series 2019 Prepayment Principal deposited into the Series 2019B Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Non-Ad Valorem Assessments on any assessable property within the District in accordance with the provisions of Section 4.04(a) of the First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2019B Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2019B Bonds is substantially level; and

from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019A Rebate Account and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019B Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.

Mandatory Sinking Fund Redemption

The Series 2019B Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019B Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount

* Maturity.
Except as otherwise provided in the Series 2019 Indenture, if less than all of the Series 2019B Bonds subject to redemption shall be called for redemption, the particular such Series 2019B Bonds or portions of such Series 2019B Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Series 2019 Indenture.

Notice of each redemption of the Series 2019B Bonds is required to be mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of the Series 2019B Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. The Issuer may provide that the any optional redemption of Series 2019B Bonds issued under the Series 2019 Indenture may be subject to certain conditions; provided that the notice of such conditional optional redemption must expressly state that such optional redemption is conditional and describe the conditions for such redemption. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Series 2019 Indenture, the Series 2019B Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019B Bonds or such portions thereof on such date, interest on such Series 2019B Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019B Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Series 2019 Indenture and the Holders thereof shall have no rights in respect of such Series 2019B Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Series 2019 Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Owner of this Bond shall have no right to enforce the provisions of the Series 2019 Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Series 2019 Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Series 2019 Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Series 2019 Indenture, the principal of all the Series 2019B Bonds then Outstanding under the Series 2019 Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon.

Modifications or alterations of the Series 2019 Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Series 2019 Indenture.

Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Series 2019B Bond which remain unclaimed for three (3) years after the date when such Series 2019B Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.

If the Issuer deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any the Series 2019B Bonds becoming due at maturity or by call for redemption in the manner set forth in the Series 2019 Indenture, together with the interest accrued to the due date or date of redemption as applicable, the lien of such Series 2019B Bonds as to the Trust Estate with respect to the Series

2019B Bonds shall be discharged, except for the rights of the Holders thereof with respect to the funds so deposited as provided in the Series 2019 Indenture.

This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State.

This Series 2019B Bond shall be issued initially pursuant to a book-entry-only system administered by The Depository Trust Company, New York, New York ("DTC"), which shall act as securities depository for the Bonds, with no physical distribution of Bonds to be made. Any provisions of the Series 2019 Indenture or this Bond requiring physical delivery of Bonds shall, under the book-entry-only system, be deemed to be satisfied by a notation on the records maintained by DTC of ownership interests of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds ("Beneficial Owners").

This Bond shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as this Bond is held in book-entry-only form Cede & Co. shall be considered the registered owner for all purposes hereof, including the payment of the principal of and interest on this Bond. Payment to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Issuer or the Trustee.

The Issuer shall keep books for the registration of the Series 2019B Bonds at the designated corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Series 2019 Indenture, the Series 2019B Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Series 2019B Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Series 2019B Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Series 2019 Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2019B Bonds.

The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Series 2019B Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Series 2019B Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on

such Series 2019B Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2019B Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.

It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Series 2019B Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, University Park Recreation District has caused this Bond to be signed by the manual signature of the Chairperson of its Board of Supervisors and its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.

UNIVERSITY PARK RECREATION DISTRICT

(SEAL)

Attest:

By:  	
Secretary, Board of Supervisors

By:  	
Chairperson, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Series 2019 Bonds delivered pursuant to the within mentioned Series 2019 Indenture.

Date of Authentication:  	

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:  	
Authorized Signatory

STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Twelfth Judicial Circuit of Florida, in and for Manatee County, rendered on the 16th day of September, 2019.

UNIVERSITY PARK RECREATION DISTRICT

(SEAL)

Attest:

By:  	
Secretary, Board of Supervisors

By:  	
Chairperson, Board of Supervisors

STATEMENT OF INSURANCE

[To Come]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with rights of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT  -	 	Custodian  	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act 	
(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Signature Guarantee:

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.

EXHIBIT D FORMS OF REQUISITIONS
UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019
(Acquisition and Construction)

The undersigned, a Responsible Officer of the University Park Recreation District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture by and between the District and U.S. Bank National Association, as trustee (the “Trustee”), dated as of November 1, 2019 as supplemented by that certain First Supplemental Trust Indenture dated as of November 1, 2019 (collectively, the “Series 2019 Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2019 Indenture):

Requisition Number:

Identify Acquisition Agreement, if applicable;

Name of Payee pursuant to Acquisition Agreement:

Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments):

Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund.

The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incurred by the District,

each disbursement set forth above is a proper charge against the Series 2019 Acquisition and Construction Account; and

each disbursement set forth above was incurred in connection with the Cost of the Series 2019 Project.

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto or on file with the District are copies of the invoice(s) or applicable contracts from the vendor of the property acquired or the services rendered, as well as applicable conveyance instruments (e.g. deed(s), bill(s) of sale, easement(s), etc.) with respect to which disbursement is hereby requested.

UNIVERSITY PARK RECREATION DISTRICT

By:		 Responsible Officer
Date:  	

FORMS OF REQUISITIONS

UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019
(Costs of Issuance)

The undersigned, a Responsible Officer of the University Park Recreation District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture by and between the District and U.S. Bank National Association, as trustee (the “Trustee”), dated as of November 1, 2019, as supplemented by that certain First Supplemental Trust Indenture dated as of November 1, 2019 (collectively, the “Series 2019 Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2019 Indenture):

Requisition Number:

Amount Payable:

Purpose for which paid or incurred: Costs of Issuance

Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund

The undersigned hereby certifies that:

this requisition is for Costs of Issuance payable from the Series 2019 Costs of Issuance Account that have not previously been paid;

each disbursement set forth above is a proper charge against the Series 2019 Costs of Issuance Account;

each disbursement set forth above was incurred in connection with the issuance of the Series 2019 Bonds; and

each disbursement represents a cost of issuance which has not previously been paid.

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto or on file with the District are copies of the invoice(s) from the vendor of the services rendered, with respect to which disbursement is hereby requested.

UNIVERSITY PARK RECREATION DISTRICT

By:		 Responsible Officer

Date:  	

EXHIBIT C
FORM OF OFFICIAL NOTICE OF SALE

C-1

$24,000,000*
UNIVERSITY PARK RECREATION DISTRICT
Non-Ad Valorem Assessment Bonds Series 2019

OFFICIAL NOTICE OF SALE

Exempt) and $ 	* Series 2019B (Taxable)

consisting of $ 	* Series 2019A Bonds (Tax-

$24,000,000* University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019 (the “Series 2019 Bonds”),
are being offered for sale in accordance with this Official Notice of Sale. Bids for the purchase of the Series 2019 Bonds will be received on behalf of the University Park Recreation District, electronically via i-Deal LLC’s Parity®/BiDCOMP Competitive Bidding System (“Parity®”) on November , 2019, at 11:00
A.M. Eastern Time, or such other date and time as set by the District on Parity®.

November     , 2019

OFFICIAL NOTICE OF SALE

$24,000,000*
UNIVERSITY PARK RECREATION DISTRICT
Non-Ad Valorem Assessment Bonds Series 2019

Notice is given that separate all-or-none bids will be received by University Park Recreation District (the “District”) for the purchase of $24,000,000* University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019 (the “Series 2019 Bonds”). All bids must be submitted electronically via Parity® on November , 2019, at 11:00 A.M. Eastern Time, or such other date and time as set by the District on Parity®. To bid on the Series 2019 Bonds, bidders must be a contracted customer of the Parity®/BiDCOMP Competitive Bidding System (the “System” or “Parity®”). Prospective bidders that do not have a contract with the System should call (212) 849-5021 to become a customer and to obtain a list of the bidding rules and procedures. For further information about Parity®, potential bidders may contact Parity® at 1359 Broadway, 2nd Floor, New York, NY 10018, or telephone (212) 849-5021. The use of Parity® shall be at the bidder’s risk and expense, and the District shall have no liability with respect thereto. Only bids submitted through Parity® will be considered. To the extent any instructions or directions set forth on Parity® conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control.

THE BIDDING PROCESS, CURRENTLY SCHEDULED FOR NOVEMBER , 2019, AT 11:00 A.M., EASTERN TIME, MAY BE CANCELLED OR POSTPONED OR THE PRINCIPAL AMOUNT AND AMORTIZATION OF THE SERIES 2019 BONDS MAY BE CHANGED OR ANY OTHER PROVISION OF THIS OFFICIAL NOTICE OF SALE MAY BE AMENDED BY THE DISTRICT UPON NO LESS THAN TWENTY-FOUR (24) HOURS’ PRIOR NOTICE COMMUNICATED THROUGH THOMSON MUNICIPAL MARKET MONITOR AT THE INTERNET WEBSITE ADDRESS www.tm3.com. IF SUCH A POSTPONEMENT, CHANGE OR AMENDMENT OCCURS, BIDS WILL BE RECEIVED IN ACCORDANCE WITH THIS OFFICIAL NOTICE OF SALE, AS MODIFIED BY SUCH NOTICE.

BOND DETAILS

The Series 2019 Bonds shall initially be issued as fully registered bonds in denominations of $5,000 or integral multiples thereof and in the form of a separate single certificate for each interest rate per maturity of such Series 2019 Bonds. Upon initial issuance, ownership of such Series 2019 Bonds shall be registered in the registration books of the District, kept by the Registrar in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2019 Bonds. Individual purchases of beneficial interests in the Series 2019 Bonds may be made only in book- entry-only form. So long as Cede & Co. is the registered owner of the Series 2019 Bonds, as nominee of DTC, purchasers of beneficial ownership interests in the Series 2019 Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interests in the Series 2019 Bonds, payments of principal and interest with respect to the Series 2019 Bonds will be made to such registered owner who will in turn remit such principal and interest payments to DTC participants for subsequent disbursement to the Beneficial Owners.

The Series 2019 Bonds will be dated the date of their original issuance and delivery and bear interest from such date, payable commencing on May 1, 2020, and on each November 1 and May 1 thereafter until maturity or prior redemption, at the rate or rates specified in the proposal of the successful bidder. The schedule of maturities and principal amounts to be paid are as follows:

INITIAL MATURITY SCHEDULE SERIES 2019A BONDS

Maturity* (May 1)	Principal Amount*	Maturity* (May1)		Principal Amount*	
2021	$	2036	$		
2022		2037			
2023		2038			
2024		2039			
2025		2040			
2026		2041			
2027		2042			
2028		2043			
2029		2044			
2030		2045			
2031		2046			
2032		2047			
2033		2048			
2034		2049			
2035		2050			

*NOTE: The District reserves the right to modify the initial maturity schedules shown above (the “Initial Maturity Schedule”). See “BOND DETAILS - Adjustment of Principal Amounts” and “TERMS OF BID AND BASIS OF AWARD” below.

INITIAL MATURITY SCHEDULE SERIES 2019B BONDS

Maturity* (May 1)

Principal Amount*

Maturity* (May 1)

Principal Amount*

*NOTE: The District reserves the right to modify the initial maturity schedules shown above (the “Initial Maturity Schedule”). See “BOND DETAILS - Adjustment of Principal Amounts” and “TERMS OF BID AND BASIS OF AWARD” below.

Term Bond Option – Bidders may designate the principal amounts of the Series 2019 Bonds maturing set forth in the Initial Maturity Schedule for any two (2) or more consecutive years commencing after May 1, 2035 as a single term maturity which will mature in the latest of the years designated, and will have a stated maturity amount equal to the sum of the annual principal amounts designated as a part of such term maturity. Bidders may designate no more than four (4) term maturities in such manner for the Series 2019A Bonds, and only one term maturity for the Series 2019B Bonds. Only one such Series 2019A term bond may be subject to mandatory redemption in any year. Upon such designation, the Series 2019 Bonds of such term maturity shall be subject to mandatory redemption in part by lot on May 1, in the principal amounts which would otherwise have matured in such designated years, at the price of par plus accrued interest to the redemption date, without premium.

Adjustment of Principal Amounts - The Initial Maturity Schedule for the Series 2019 Bonds represents an estimate of the principal amounts and maturities of Series 2019 Bonds which will be sold. The District reserves the right to change the Initial Maturity Schedule by announcing any such change not later than twenty-four (24) hours prior to the date and time established for receipt of bids, through Thomson Municipal Market Monitor. If such a change is announced, then the changes, when incorporated into the Initial Maturity Schedule, shall become part of a revised maturity schedule (the “Revised Maturity Schedule”). The Revised Maturity Schedule shall be deemed the principal amounts and maturities for the bid submitted via Parity®. If no such change is announced, then the Initial Maturity Schedule will be deemed the principal amounts and maturities for the bid submitted via Parity®.
In addition, if after the final computation of the bids the District determines, in its sole discretion and without the consent of the successful bidder, that the principal amount of any of the maturities in the Initial Maturity Schedule or the Revised Maturity Schedule needs to be adjusted, the District reserves the right: (i) either to increase or decrease the aggregate principal amount by no more than fifteen percent (15%) of the aggregate principal amount stated in the Initial Maturity Schedule or the Revised Maturity Schedule at the time of the Bid of the Series 2019 Bonds, and
either to increase or decrease the principal amount by no more than fifteen percent (15%) within a given maturity of the Series 2019 Bonds (to be rounded to the nearest $5,000). In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and the Series 2019 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified in the proposal of the successful bidder. With the consent of the successful bidder, the aggregate principal amount of the Series 2019 Bonds may be increased or decreased to an amount exceeding fifteen percent (15%) of the aggregate principal amount stated in the Initial Maturity Schedule or the Revised Maturity Schedule at the time of the Bid of the Series 2019 Bonds.

Should any adjustment to the principal amount of the Series 2019 Bonds be made pursuant to the two paragraphs immediately preceding, the dollar amount of the price bid will be changed so that the percentage net compensation to the successful bidder (i.e., the percentage resulting from dividing (i) the aggregate difference between the offering price of the Series 2019 Bonds to the public and the price to be paid to the District, by (ii) the principal amount of the Series 2019 Bonds) does not increase or decrease from what it would have been if no such adjustment were made to the principal amounts of the Series 2019 Bonds. To facilitate any such adjustment in the principal amounts, the apparent successful bidder is required to indicate by email to the District and the Financial Advisor (as defined below) at dennism@pfm.com within one-half hour of the time of bid opening, the amount of any original issue discount or premium on each maturity of the Series

2019 Bonds, the amount received from the sale of the Series 2019 Bonds to the public that will be retained by such bidder as its compensation. See “BOND INSURANCE OPTION” below.

Optional Redemption Provisions - The Series 2019A Bonds maturing on or before May 1, 2030 are not subject to optional redemption prior to maturity. The Series 2019A Bonds maturing on or after May 1, 2031 are subject to optional redemption prior to maturity by the District, in whole or in part on any date on or after May 1, 2030, and if in part, in such order of maturities and in such principal amounts as the District shall select and by lot within a maturity, at a redemption price equal to the principal amount of the Series 2019 Bonds to be redeemed, plus accrued interest to the date of redemption. The Series 2019B Bonds shall are not subject to redemption at the option of the District.

In the event Term Bonds are designated by the District, the following provision shall apply to such Term Bonds:

Mandatory Redemption Provisions- The Series 2019 Bonds maturing on [ 	] 1, 20[    ] are subject to mandatory sinking fund redemption prior to maturity, by lot, on [ 		] 1, 20[    ] and on [ 	] 1 of each year thereafter, at a price of par plus accrued interest to the date of redemption, in the Amortization Installments as follows:

Year	Amortization Installment

*Maturity

AUTHORIZATION

The District will issue the Series 2019 Bonds under the authority of, and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapters 418 and 189, Florida Statutes (the “Act”), Manatee County Ordinance No. 18-29, enacted in August 3, 2018 (the “Charter”) and Resolutions Nos. 2019-20 adopted on February 8, 2019 and 2020- adopted on October 29, 2019 (collectively, the “Bond Resolution”). The Series 2019 Bonds are to be issued pursuant to a voted authorization of not to exceed $24,000,000 of Non-Ad Valorem Assessment Bonds approved by qualified electors of the District at an election held on February 8, 2019, which result was certified by the Board pursuant to Resolution 2019-19 on February 8, 2019.

PURPOSE

The Series 2019 Bonds are being issued to pay for costs associated with the acquisition, financing, renovation and improvement, in one or more stages, of recreation facilities known as University Park County Club and associated professional fees and incidental costs related thereto for the special benefit of the District Lands, pursuant to the Act, the Charter and the Purchase and Sale Agreement, dated as of January 11, 2019, as amended as of August 30, 2019, and as may be further amended from time to time, with Keswick Investments, LLC and related entities all as more specifically described in the Preliminary Official Statement.

SECURITY FOR BONDS

The Series 2019 Bonds will be special obligations of the District and are secured by (a) all revenues received by the District from Series 2019 Non-Ad Valorem Assessments levied and collected on all or a portion of the District Lands with respect to the Series 2019 Project or portion thereof financed by the Series 2019 Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Non-Ad Valorem Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Non- Ad Valorem Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Series 2019 Indenture for, or otherwise expressly allocated to, such Series 2019 Indenture; provided, however, that Series 2019 Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "Non-Ad Valorem Assessments" levied and collected by the District for operation and maintenance purposes or "Non- Ad valorem operation and maintenance assessments" levied and collected by the District under Section 2-8-154 and 2-8-160 of the Charter and Section 418.22 of the Act (it being expressly understood that the lien and pledge of the Series 2019 Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso), as described in the Preliminary Official Statement under the caption “SECURITY FOR THE SERIES 2019 BONDS.”

BOND INSURANCE OPTION

The District has obtained a commitment from [ 	] (the “Insurer”) to issue a policy of municipal bond insurance guaranteeing payment of the principal of, and interest on [all] of the Series 2019 Bonds. The responsibility for obtaining such policy and payment of the premium for such policy and the costs of any related ratings shall rest with the District.

RATINGS

[Moody’s Investors Service, Inc.], [S&P Global Ratings, a division of S&P Financial Services LLC] and [Fitch Ratings] [have assigned] [are expected to assign] municipal bond ratings to the Series 2019 Bonds of “[ ]” , “[ ]” and “[ ]” respectively, with the understanding that, upon delivery of the Series 2019 Bonds, a policy of municipal bond insurance will be issued by the Insurer. [Insert Insurer language]. No application for an underlying rating of the Series 2019 Bonds has been made to any rating agency, nor is there any reason to believe that the District would have been successful in obtaining an investment grade rating for the Series 2019 Bonds had application been made. regard to whether a municipal bond insurance policy is obtained for the Series 2019 Bonds. The rating reports of such rating agencies will be made available upon request to the Office of the Treasurer for the District, 600 Southeast Third Avenue, 2nd Floor, Fort Lauderdale, Florida 33301, (754) 321-1980 or to the District’s Financial Advisor, PFM Financial Advisors, LLC, 300 S. Orange Avenue, Suite 1170, Orlando, Florida 32801, (407) 406-5774, Attention: Laura Howe, Senior Managing Consultant (the “Financial Advisor”).

Such ratings and outlooks reflect the views of the respective rating agencies and an explanation of the significance of such ratings and outlooks may be obtained only from the rating agencies. There is no assurance that such ratings will be in effect for any given period of time or that they will not be revised downward or withdrawn entirely by the rating agencies if, in the judgment of the rating agencies, circumstances so warrant. Any such downward revision or withdrawal may have an adverse effect upon the market price of the Series 2019 Bonds.

CONTINUING DISCLOSURE

The District will enter into a Disclosure Dissemination Agent Agreement on behalf of the District in connection with the issuance of the Series 2019 Bonds to provide certain annual information and notices of material events, as required by Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (“SEC”) and as described in the Preliminary Official Statement under the caption “CONTINUING DISCLOSURE.”

The obligation of the successful bidder to purchase the Series 2019 Bonds shall be conditioned upon it receiving, at or prior to the delivery of the Series 2019 Bonds, in form and substance reasonably satisfactory to the successful bidder, a copy of the Disclosure Dissemination Agent Agreement setting forth the continuing disclosure undertaking described above, which shall constitute a written agreement for the benefit of the registered owners and Beneficial Owners of the Series 2019 Bonds, as required by the Rule.
ESTABLISHMENT OF ISSUE PRICE1
The winning bidder shall assist the District in establishing the issue price of the Series 2019A Bonds and shall execute and deliver to the District upon issuance of the Series 2019A Bonds (the “Closing Date”) an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Series 2019A Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the District and Bond Counsel. All actions to be taken by the District under this Official Notice of Sale to establish the issue price of the Series 2019A Bonds may be taken on behalf of the District by the District’s Financial Advisor, PFM Financial Advisors, LLC, and any notice or report to be provided to the District may be provided to the District’s Financial Advisor.

The District intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Series 2019A Bonds) will apply to the initial sale of the Series 2019A Bonds (the “competitive sale requirements”) because:

the District shall disseminate this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters;

all bidders shall have an equal opportunity to bid;

the District may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and

the District anticipates awarding the sale of the Series 2019A Bonds to the bidder who submits a firm offer to purchase the Series 2019A Bonds at the highest price (or lowest interest cost), as set forth in this Official Notice of Sale.

1 Note: 10% or Hold-the-Offering-Price Rule may apply if Competitive Sale Requirements are not satisfied.

Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Series 2019A Bonds, as specified in the bid. In the event that the competitive sale requirements described herein are satisfied, the District’s Financial Advisor shall execute and deliver on the Closing Date a Certificate of Financial Advisor substantially in the form attached hereto as Exhibit C.

In the event that the competitive sale requirements are not satisfied, the District shall so advise the winning bidder. The District may determine to treat (i) the first price at which 10% of a maturity of the Series 2019A Bonds (the “10% test”) is sold to the public as the issue price of that maturity and/or (ii) the initial offering price to the public as of the sale date of any maturity of the Series 2019A Bonds as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on a maturity-by-maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number of that maturity). The winning bidder shall advise the District if any maturity of the Series 2019A Bonds satisfies the 10% test as of the date and time of the award of the Series 2019A Bonds. The District shall promptly advise the winning bidder, at or before the time of award of the Series 2019A Bonds, which maturities (and if different interest rates apply within a maturity, to each separate CUSIP number of that maturity) of the Series 2019A Bonds shall be subject to the 10% test or shall be subject to the hold-the-offering- price rule. Bids will not be subject to cancellation in the event that the District determines to apply the hold-the-offering-price rule to any maturity of the Series 2019A Bonds. Bidders should prepare their bids on the assumption that some or all of the maturities of the Series 2019A Bonds will be subject to the hold-the-offering-price rule in order to establish the issue price of the Series 2019A Bonds.

By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Series 2019A Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Series 2019A Bonds, that the underwriters will neither offer nor sell unsold Series 2019A Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

the close of the fifth (5th) business day after the sale date; or

the date on which the underwriters have sold at least 10% of that maturity of the Series 2019A Bonds to the public at a price that is no higher than the initial offering price to the public.

The winning bidder will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2019A Bonds to the public at a price that is no higher than the initial offering price to the public.

If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Series 2019A Bonds, the winning bidder agrees to promptly report to the District the prices at which the unsold Series 2019A Bonds of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) all the Series 2019A Bonds of that maturity have been sold or
(ii) the 10% test has been satisfied as to the Series 2019A Bonds of that maturity, provided that,

the winning bidder’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or Bond Counsel.

The District acknowledges that, in making the representations set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Series 2019A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019A Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2019A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2019A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019A Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Series 2019A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2019A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019A Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2019A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019A Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2019A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Series 2019A Bonds.

By submitting a bid, each bidder confirms that:

any agreement among underwriters, any selling group agreement and each third- party distribution agreement (to which the bidder is a party) relating to the initial sale of the Series 2019A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable:

(A)(1) to report the prices at which it sells to the public the unsold Series 2019A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred until either all Series 2019A Bonds of that maturity allocated to it have been sold or until it is notified by the winning bidder that the 10% test has been satisfied as to the Series 2019A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the winning bidder and (2) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the winning bidder and as set forth in the related pricing wires.

to promptly notify the winning bidder of any sales of Series 2019A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2019A Bonds to the public (each such term being used as defined below), and

to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the winning bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.

any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2019A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2019A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2019A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019A Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder or such underwriter that the 10% test has been satisfied as to the Series 2019A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the winning bidder or such underwriter and (B) comply with the hold-the- offering-price rule, if applicable, if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires.

Sales of any Series 2019A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2019A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of Sale:

“public” means any person other than an underwriter or a related party,

“underwriter” means (A) any person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2019A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2019A Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2019A Bonds to the public),

a purchaser of any of the Series 2019A Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the

outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

“sale date” means the date that the Series 2019A Bonds are awarded by the District to the winning bidder, which is expected to be November , 2019.

LEGAL OPINION

The opinion of Bond Counsel will approve the legality of the Series 2019 Bonds and state other matters relating to the treatment of interest on the Series 2019 Bonds for federal income tax purposes. For a further discussion of certain federal income tax matters relating to the Series 2019A Bonds, see the information under the caption “TAX EXEMPTION” in the Preliminary Official Statement. The opinion of Bond Counsel will be furnished to the successful bidder, without charge, together with the closing documents customarily delivered by the District for the issuance of non-ad valorem assessment bonds.

The proposed text of the legal opinion of Bond Counsel is set forth in Appendix D to the Preliminary Official Statement. The actual legal opinion to be delivered may vary from the text of Appendix D, if necessary, to reflect facts and law on the date of delivery of the Series 2019 Bonds. The opinion will speak only as of its date and Bond Counsel will not assume any duty to update or supplement its opinion to reflect any change in facts or circumstances, including changes in law that may thereafter occur or become effective.

Akerman, LLP, Disclosure Counsel to the District (“Disclosure Counsel”), has advised the District on certain matters relating to disclosure for the issuance of the Series 2019 Bonds and in connection with the preparation of the Preliminary Official Statement and the Official Statement. The legal opinion of Disclosure Counsel will be furnished to the successful bidder, without charge, together with the closing documents customarily delivered by the District for the issuance of general obligation bonds.

GOOD FAITH DEPOSIT

The successful bidder is required to provide by wire transfer to the District prior to the award of the Series 2019 Bonds a good faith deposit in the amount of $240,000, representing approximately one percent (1%) of the principal amount of the Series 2019 Bonds (the “Good Faith Deposit”). Please see “BIDDING DETAILS” and “TERMS AND BASIS OF AWARD” for further details.

The proceeds of the Good Faith Deposit of the successful bidder shall be held as security for the performance of the successful bidder’s obligation to comply with the terms of its bid. At the time of the delivery of and payment for the Series 2019 Bonds, the amount of the Good Faith Deposit shall be credited against the purchase price due from the successful bidder for the Series 2019 Bonds. In the event the successful bidder should fail to comply with the terms of its bid, the proceeds of the Good Faith Deposit shall be retained by the District. The retention of such proceeds by the District will constitute full liquidated damages and the successful bidder shall have no further liability. If the Series 2019 Bonds are not issued for any reason other than the successful bidder failing to comply with its bid, the District shall promptly deliver the proceeds of the Good

Faith Deposit to the successful bidder, in immediately available funds, and the District shall have no further liability to the successful bidder. No interest shall be paid or credited to the successful bidder on the proceeds of the Good Faith Deposit. Wiring instructions for the Good Faith Deposit will be provided to the winning bidder.

BIDDING DETAILS

All bids must be unconditional and submitted electronically via Parity®. No telephone, facsimile, mail, courier delivery or personal delivery bids will be accepted. To participate, bidders must be a contracted customer of the System. If the prospective bidder does not have a contract with the System, call (212) 849-5021 to become a customer and to obtain a list of the bidding rules and procedures. To the extent any instructions or directions set forth on Parity® conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control.

Bidders may change and submit bids as many times as they wish during the auction. The last bid submitted by a bidder before the end of the auction will be compared to all other final bids submitted by others to determine the winning bidder or bidders.

Each bidder will be solely responsible for making the necessary arrangements to access the System for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale. Parity® will not have any duty or obligation to provide or assure such access to any bidder, and neither the District nor Parity® will be responsible for the proper operation of, or have any liability for, any delays or interruptions of, or any damages caused by, the System. The District is authorizing the use of Parity® as a communications mechanism to conduct the electronic bidding for the Series 2019 Bonds; the owners of such service are not agents of the District. The District is not bound by any advice and determination of Parity® to the effect that any particular bid complies with the terms of this Official Notice of Sale and in particular the specifications set forth in this Official Notice of Sale, including under “TERMS OF BID AND BASIS OF AWARD” below. All costs and expenses incurred by bidders in connection with their registration and submission of bids via Parity® are the sole responsibility of such bidders.
TERMS OF BID AND BASIS OF AWARD

Bids must be unconditional and for the purchase of all, but not less than all, of the Series 2019 Bonds. THE PURCHASE PRICE FOR THE SERIES 2019 BONDS SHALL BE NO LESS THAN 100% OF THE PAR AMOUNT OF THE SERIES 2019 BONDS. In addition,
the reoffering price of any individual maturity of the Series 2019 Bonds maturing after May 1, 20[30] may not be less than 100% of the par amount of that maturity (calculated to the date of delivery of the Series 2019 Bonds). BIDDERS MUST INCLUDE IN THEIR BIDS A LIST OF THE MEMBERS OF THEIR SYNDICATE.

The Series 2019 Bonds shall bear interest expressed in multiples of one-eighth (1/8) or one-twentieth (1/20) of one per centum. All Series 2019 Bonds maturing on the same date shall bear the same rate of interest.

The Series 2019 Bonds will be awarded to the bidder offering to purchase the Series 2019 Bonds at the lowest annual interest cost computed on a TIC basis. The annual TIC will be determined by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Series 2019 Bonds from the payment dates to the date of the Series 2019 Bonds and to the price bid. For purposes of this Official Notice of Sale, sinking fund installments for any Series 2019 Term Bonds shall be considered as serial maturities. The

TIC must be calculated to six (6) decimal places. If two or more bids provide the lowest TIC, the Series 2019 Bonds shall be awarded to the bidder whose bid is submitted first in time.

Award or rejection of bids will be made by the District prior to 2:00 p.m., Orlando, Florida Time on the date of receipt of bids. ALL BIDS SHALL REMAIN FIRM UNTIL 2:00 P.M., ORLANDO, FLORIDA TIME, ON THE DATE OF RECEIPT OF BIDS. Award is subject to
the timely receipt of the Good Faith Deposit as mentioned above.

EACH BIDDER MUST SPECIFY IN ITS BID THE INTEREST RATE FOR THE SERIES 2019 BONDS OF EACH MATURITY AND ALL SERIES 2019 BONDS MATURING ON THE SAME DATE MUST BEAR INTEREST AT THE SAME RATE. NO BIDS FOR LESS THAN ALL OF THE SERIES 2019 BONDS OFFERED WILL BE ENTERTAINED. THE DISTRICT RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE. THE DISTRICT ALSO RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE DISTRICT SHALL NOT REJECT ANY CONFORMING BID UNLESS ALL CONFORMING BIDS ARE REJECTED.

COMPLIANCE WITH SEC AND MSRB RULES

The successful bidder agrees to take any and all other actions necessary to comply with applicable SEC and Municipal Securities Rulemaking Board (the “MSRB”) rules governing the offering, sale and delivery of the Series 2019 Bonds, including, without limitation, the payment of any fees or charges required to be paid by the MSRB or the Securities Industry and Financial Markets Association in connection with the purchase or sale of the Series 2019 Bonds.

CONFLICT OF INTEREST

Prospective bidders are advised to take notice of the statutory provisions contained in the Code of Ethics for Public Officers and Employees, Part III, Chapter 112, Florida Statutes, as amended, particularly with respect to contracts with members of the District and certain employees of the District and their immediate families and restrictions relating to lobbying activities.

SETTLEMENT OF BONDS

It is expected that closing for the Series 2019 Bonds will occur on or about November [ ], 2019 (the “Closing Date”), or such other date as shall be appropriate to ensure compliance with the Rule. On the Closing Date, the Series 2019 Bonds will be delivered to DTC, as securities depository, and registered in the name of Cede & Co., as nominee of DTC. The successful bidder shall advise the underwriting department of DTC, not less than four (4) business days prior to the Closing Date, of the interest rates borne by the Series 2019 Bonds, the CUSIP identification numbers and the Closing Date. Any delay, error or omission with respect to the CUSIP numbers shall not constitute a cause for failure or refusal by the successful bidder to accept delivery of, and pay for, the Series 2019 Bonds in accordance with the terms of this Official Notice of Sale. It is the responsibility of the District’s Financial Advisor to timely obtain such CUSIP numbers at the expense of the Successful Bidder.

FULL PAYMENT OF THE PURCHASE PRICE (MINUS THE AMOUNT OF THE GOOD FAITH DEPOSIT) MUST BE MADE TO THE DISTRICT BY 11:00 A.M. EASTERN

TIME ON THE CLOSING DATE BY THE SUCCESSFUL BIDDER IN FEDERAL RESERVE FUNDS OR IMMEDIATELY AVAILABLE FUNDS, WITHOUT COST TO THE DISTRICT.

BLUE SKY LAWS

The successful bidder will be responsible for the clearance or exemption with respect to the status of the Series 2019 Bonds for sale under the securities or “Blue Sky” laws of the several states and the preparation of any surveys or memoranda in connection with such sale. The District shall have no responsibility for such clearance, exemption or preparation.

CLOSING DOCUMENTS

In addition to the opinion of Bond Counsel and Disclosure Counsel referred to above, at the time of payment for and delivery of the Series 2019 Bonds, the District will furnish the successful bidder with the following documents, all to be dated as of the date of delivery:

No Litigation Opinion - An opinion of Blalock Walters, Counsel to the District to the effect that, except as described in the Preliminary Official Statement and the Official Statement, there is no litigation pending or, to its knowledge, threatened which, if determined adversely, would materially adversely affect the validity of the Series 2019 Bonds.

financial statements of the District published in the Official Statement,

since [ 	, 2019], the date of the most recent

General Certificate - A certificate or certificates of the appropriate officers of the District to the effect that (1) to the best of such officer’s knowledge and belief, and after reasonable investigation, (a) neither the Preliminary Official Statement (as of its date), nor the Official Statement nor any amendment or supplement to it contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b)
no materially adverse change has occurred in the financial position or results of operation of the District, except as set forth in or contemplated by the Official Statement; (2) the Series 2019 Bonds have been executed by the manual or facsimile signature of the appropriate District officials who were duly authorized to execute the same; and (3) on the basis of the facts, estimates and circumstances relied upon at the time of delivery of the Series 2019 Bonds, it is not expected that the proceeds of the Series 2019 Bonds will be used in a manner that will cause the Series 2019 Bonds to be arbitrage bonds.

District’s Receipt - The receipt of the District showing that the purchase price of the Series 2019 Bonds has been received and deposited in the appropriate funds and accounts.

The successful bidder will also be required to execute certain closing documents required by Florida law or by Bond Counsel in connection with the delivery of the Series 2019 Bonds or the delivery of the opinion of Bond Counsel described in this Official Notice of Sale.

PRELIMINARY OFFICIAL STATEMENT; FINAL OFFICIAL STATEMENT

The District has authorized the distribution of the Preliminary Official Statement, which it deemed final (except for permitted omissions) for purposes of the Rule. The Preliminary Official Statement describes the Series 2019 Bonds and contains information with respect to the District. The Preliminary Official Statement may be obtained electronically from www.MuniOS.com, or from the District and the District’s financial advisor as provided under “ADDITIONAL INFORMATION” below.

This Official Notice of Sale is not intended to be a disclosure document. All bidders must review the Preliminary Official Statement and will be required to certify that they have done so prior to participating in the bidding. In the event of any conflict between the statements contained in the Preliminary Official Statement and in this Official Notice of Sale, the statements contained in the Preliminary Official Statement shall prevail.

Upon the sale of the Series 2019 Bonds, the District will deliver a final Official Statement substantially in the same form as the Preliminary Official Statement, subject to such amendments as are necessary, to the successful bidder within the earlier of seven (7) business days following the sale of the Series 2019 Bonds or to accompany the successful bidder’s confirmation that requests payment for the Series 2019 Bonds. Electronic copies of the Official Statement (and any supplement to the Official Statement) will be made available to the successful bidder. Up to twenty
printed copies of the Official Statement copies may be obtained at the expense of the District. Additional printed copies may be obtained at the expense of the successful bidder.

MANDATORY STATE FILING

Section 218.38(1)(b)1, Florida Statutes, requires that the District file, within one hundred twenty (120) days after the delivery of the Series 2019 Bonds, an information statement with the Division of Bond Finance of the Board of Administration of the State of Florida (the “Division of Bond Finance”) containing the following information: (a) the name and address of the managing underwriter, if any, connected with the bond issue; (b) the name and address of any attorney or financial consultant who advised the District with respect to the bond issue; (c) any fee, bonus, or gratuity paid by any underwriter or financial consultant, in connection with the bond issue, to any person not regularly employed or engaged by such underwriter or consultant; and (d) any other fee paid by the District with respect to the bond issue, including any fee paid to attorneys or financial consultants. The successful bidder shall provide to the District the information mentioned in (a) and (c) above when the Series 2019 Bonds are delivered. Such information provided pursuant to the cited Statute shall be maintained by the Division of Bond Finance and by the District as a public record.

TRUTH-IN-BONDING STATEMENT

Each bidder will be required to complete and sign the Truth-in-Bonding Statement set forth in Exhibit B to this Official Notice of Sale and submit such statement to the District Manager (which submission may be by email at fishkindh@pfm.com, with a copy to the Financial Advisor

at dennism@pfm.com on the date bids are due and prior to award of the Series 2019 Bonds by the District.

PUBLIC ENTITY CRIMES

Section 287.133, Florida Statutes, provides, among other things, that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO (currently $35,000) for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

ADDITIONAL INFORMATION

The Preliminary Official Statement and this Official Notice of Sale may be obtained electronically from www.MuniOS.com. In addition, copies of the Preliminary Official Statement and this Official Notice of Sale will be furnished, in limited quantities, upon application to the undersigned at 12051 Corporate boulevard, Orlando, Florida 32817, (407) 723-5920, Attention: Hank Fishkind or to the District’s Financial Advisor, PFM Financial Advisors, LLC., 300 S. Orange Avenue, Suite 1170, Orlando, Florida 32801, (407) 406-5758, Attention: Michael Dennis, Analyst (the “Financial Advisor”).

UNIVERSITY PARK RECREATION DISTRICT

Hank Fishkind, District Manager
Dated: October [ ], 2019

EXHIBIT A

CERTIFICATE WITH RESPECT TO “ISSUE PRICE” *

$24,000,000**
University Park Recreation District
Non-Ad Valorem Assessment Bonds, Series 2019A

The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] [“([SHORT NAME OF UNDERWRITER]”)] [(the “Representative”)] [, on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting Group”)] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Series 2019A Bonds”).
Alternative I - If Competitive Sale Rule applies:
Reasonably Expected Initial Offering Price
As of the Sale Date, the reasonably expected initial offering prices of the Series 2019A Bonds to the Public by [SHORT NAME OF UNDERWRITER] are the prices listed    in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Series 2019A Bonds used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Series 2019A Bonds. Attached as Schedule B is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Series 2019A Bonds.
[SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior to submitting its bid.
The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Series 2019A Bonds.]

Alternative II – If all Maturities use General Rule:

1. Sale of Bonds under General Rule.
(a)   As of the date of this certificate, for each Maturity of the Series 2019A Bonds,  the first price at which at least 10% of such Maturity of the Series 2019A Bonds was sold to the Public is the respective price listed in Schedule A.

Alternative III – If select Maturities use General Rule:

Sale of Bonds under General Rule (Select Maturities).

Executed certificate will include paragraph 1 from the applicable Alternative I, II, III or IV, followed by the Total Issue Price (paragraph 2), applicable Defined Terms (paragraph 3) and General Disclaimer and Acknowledgement (paragraph 4).
** Preliminary, subject to change.

As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Series 2019A Bonds was sold to the Public is the respective price listed in Schedule A.
Sale of Maturities Using Hold-the-Offering-Price Rule (Select Maturities).

[SHORT NAME OF UNDERWRITER] [The Underwriting Group] offered the Hold-the-Offering-Price Maturities to the public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Series 2019A Bonds is attached to this certificate as Schedule B.
As set forth in the Official Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that,
for each Maturity of the Hold-the-Offering-Price Maturities, [it][they] would neither offer nor sell any of the Series 2019A Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Series 2019A Bonds during the Holding Period.
Alternative IV – If all Maturities use Hold-the-Offering-Price Rule:

Sale of Bonds under Hold-the-Offering Price Rule.
[SHORT NAME OF UNDERWRITER] [The Underwriting Group] offered the Series 2019A Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Series 2019A Bonds is attached to this certificate as Schedule B.
As set forth in the Official Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that,
(i) for each Maturity of the Series 2019A Bonds, [it][they] would neither offer nor sell any of the Series 2019A Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the- offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined

below) has offered or sold any Maturity of the Series 2019A Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Series 2019A Bonds during the Holding Period.

Total Issue Price.  The total of the issue prices of all the Maturities is $ 	.
Debt Service Reserve Requirement. The funding of the Series 2019A Debt Service Reserve in the amount of the Series 2019A Debt Service Reserve Requirement was reasonably required to sell the Series 2019A Bonds.
Defined Terms.
General Rule Maturities means those Maturities of the Series 2019A Bonds listed in Schedule A hereto as the “General Rule Maturities.”
Hold-the-Offering-Price Maturities means those Maturities of the Series 2019A Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”
Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which the [SHORT NAME OF UNDERWRITER] [the Underwriters] [has][have] sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
Issuer means University Park Recreation District.
Maturity means the Series 2019A Bonds with the same credit and payment terms. The Series 2019A Bonds with different maturity dates, or with the same maturity date but different stated interest rates, are treated as separate Maturities.
Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of the Series 2019A Bonds generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
The Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Series 2019 Bonds. The Sale Date of the Series 2019A Bonds is
 	, 2019.
Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2019A Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Series 2019A Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2019A Bonds to the Public).

General Disclaimer and Acknowledgement

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [SHORT NAME OF UNDERWRITER/REPRESENTATIVE]’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Arbitrage and Tax Certificate of the District and with respect to compliance with the federal income tax rules affecting the Series 2019A Bonds, and by Greenberg Traurig, P.A. as Bond Counsel, in connection with rendering its opinion that the interest on the Series 2019A Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Series 2019A Bonds.

[UNDERWRITER/REPRESENTATIVE]

By:	 Name:

Dated: November 	, 2019

SCHEDULE A

[EXPECTED OFFERING PRICES]

[SALE PRICES]

(Attached)

SCHEDULE B
[COPY OF UNDERWRITER’S BID]
(Attached)]

EXHIBIT B

TRUTH-IN-BONDING STATEMENT

In compliance with Section 218.385, Florida Statutes, as amended, the undersigned bidder submits the following Truth-In-Bonding Statement with respect to the University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019 (the “Series 2019 Bonds”). (NOTE: For information purposes only and not a part of the bid):

University Park Recreation District (the “District”) is proposing to issue $ 		of Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt) and $ 	of Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) for the principal purpose of paying for costs associated with the acquisition, financing, renovation and improvement, in one or more stages, of recreation facilities within the District. The Series 2019A Bonds are expected to be repaid over a period of approximately 		(  ) years. The Series 2019B Bonds are expected to be repaid over a period of approximately 			( ) years. At a forecasted interest rate of 	%, total interest paid over the life of the Series 2019A Bonds and the Series 2019B Bonds will be $ 	and $ 		, respectively.

The source of repayment or security for the Series 2019 Bonds is the levy and collection of non-ad valorem assessments by the District.

(BIDDER’S NAME)

By:	 Name:
Title:

Date: November 	, 2019

EXHIBIT C
$24,000,000*
UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019

CERTIFICATE OF FINANCIAL ADVISOR**
The undersigned, on behalf of PFM Financial Advisors, LLC (the “Financial Advisor”), as the financial advisor to the University Park Recreation District (the “Issuer”) in connection with the issuance of the above-captioned obligations (the “Series 2019 Bonds”), has assisted the Issuer in soliciting and receiving bids from potential underwriters in connection with the sale of the Series 2019 Bonds in a competitive bidding process in which bids were requested for the purchase of the Series 2019 Bonds at specified written terms, and hereby certifies as set forth below with respect to the bidding process and award of the Series 2019 Bonds.
The Series 2019 Bonds were offered for sale at specified written terms more particularly described in the Official Notice of Sale, which was distributed to potential bidders, a copy of which is attached to this certificate as Attachment 1.
The Official Notice of Sale was disseminated electronically through Parity®/BiDCOMP Competitive Bidding System and a summary of the Official Notice of Sale was published in The Bond Buyer© newspaper on [October , 2019]. These methods of distribution of the Official Notice of Sale are regularly used for purposes of disseminating notices of sale of new issuances of municipal bonds, and notices disseminated in such manner are widely available to potential bidders.
To the knowledge of the Financial Advisor, all bidders were offered an equal opportunity to bid to purchase the Series 2019 Bonds so that, for example, if the bidding process afforded any opportunity for bidders to review other bids before providing a bid, no bidder was given an opportunity to review other bids that was not equally given to all other bidders (that is, no exclusive “last-look”).
The Issuer received bids from at least three bidders who represented that they have established industry reputations for underwriting new issuances of municipal bonds. Copies of the bids received for the Series 2019 Bonds are attached to this certificate as Attachment 2. Based upon the Financial Advisor’s knowledge and experience in acting as the Financial Advisor for other municipal issues, the Financial Advisor has no reason to believe that those representations are inaccurate. Copies of the bids received are attached to this certificate as Attachment 2.
The winning bidder for the Series 2019 Bonds was [NAME OF UNDERWRITER] (the “Underwriter”), whose bid was determined to be the best conforming bid in accordance with the terms set forth in the Official Notice of Sale, as shown in the bid

Preliminary, subject to change.
** To be used if competitive sale rule applies.

comparison attached as Attachment 3 to this certificate. The Issuer awarded the Series 2019 Bonds to the Underwriter.
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Financial Advisor’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Arbitrage and Tax Certificate of the Issuer and with respect to compliance with the federal income tax rules affecting the Series 2019 Bonds, and by Greenberg Traurig, P.A. in connection with rendering its opinion that the interest on the Series 2019A Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Series 2019 Bonds. No other persons may rely on the representations set forth in this certificate without the prior written consent of the Financial Advisor.
PFM FINANCIAL ADVISORS, LLC

By: 	

Dated: November , 2019

ATTACHMENT 1

OFFICIAL NOTICE OF SALE
(Attached)

ATTACHMENT 2

BIDS RECEIVED
(Attached)

ATTACHMENT 3

BID COMPARISON
(Attached)

EXHIBIT D
FORM OF SUMMARY NOTICE OF SALE

D-1

SUMMARY NOTICE OF SALE

$24,000,000*
UNIVERSITY PARK RECREATION DISTRICT
Non-Ad Valorem Assessment Bonds, Series 2019

NOTICE IS HEREBY GIVEN that separate all-or-none bids will be received by University Park Recreation District (the “District”) for the purchase of $24,000,000* University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019 (the “Series 2019 Bonds”).

In accordance with the Official Notice of Sale, all bids for the Series 2019 Bonds must be submitted electronically via Parity®  on November [  ], 2019 at 11:00 A.M. Eastern Time, or such other date and time as  set by the District on Parity® that is no less than 10 days from the publication of this Summary Official Notice of Sale.

To bid, bidders must be a contracted customer of the Parity®/BiDCOMP Competitive Bidding System (the “System” or “Parity®”). Prospective bidders that do not have a contract with the System should call (212) 849-5021 to become a customer and to obtain a list of the bidding rules and procedures. For further information about Parity®, potential bidders may contact Parity® at 1359 Broadway, 2nd Floor, New York, NY 10018, or telephone (212) 849-5021. The use of Parity®  shall be at the bidder’s risk and expense; the District shall have  no liability with respect thereto. Only bids submitted through Parity® will be considered. The District reserves the right to cancel or postpone the date and time established for the receipt of bids and to change the principal amount or amortization of the Series 2019 Bonds by notice communicated through Thomson Municipal Market Monitor no less than twenty-four (24) hours prior to the date and time established for receipt of bids.

As described in the Official Notice of Sale for the Series 2019 Bonds, the Series 2019 Bonds are being issued for the principal purpose of paying for costs associated with the acquisition, renovation, improvement, equipping and operation of University Park Country Club located in Manatee County, Florida.

The Series 2019 Bonds will be issued in fully registered book-entry-only form through the facilities of The Depository Trust Company, New York, New York, as the securities depository. Beneficial interests in the Series 2019 Bonds may be sold in denominations of $5,000 or integral multiples of $5,000. Settlement for the Series 2019 Bonds is expected to occur on or about November 21, 2019.

The Preliminary Official Statement and the Official Notice of Sale for the Series 2019 Bonds may be obtained electronically from www.MuniOS.com on November [ ], 2019. Copies of the Preliminary Official Statement and the Official Notice of Sale relating to the Series 2019 Bonds will also be available upon request from the Office of the District Manager of the District, 12051 Corporate boulevard, Orlando, Florida 33301,
(407) 723-5920 or from the District’s Financial Advisor, PFM Financial Advisors, LLC, 300 S. Orange Avenue, Suite 1170, Orlando, Florida 32801, (407) 406-5761, Attention: Brent Wilder, Senior Managing Consultant, or (407) 406-5758, Attention: Michael Dennis, Analyst.

Hank Fishkind, District Manager University Park Recreation District
Dated: November [ ], 2019

* Preliminary, subject to change.

EXHIBIT E
FORM OF PRELIMINARY OFFICIAL STATEMENT

E-1

Preliminary Official Statement Dated November , 2019

NEW ISSUE   FULL BOOK ENTRY ONLY	RATINGS:	S&P:
(See “Ratings” herein)

In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Series 2019A Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes; further, interest on the Series 2019A Bonds will not be an item of tax preference for purposes of the alternative minimum tax imposed on individuals. Interest on the Series 2019B Bonds is not excludable from gross income for federal income tax purposes. See “TAX MATTERS” herein for a description of certain other federal tax consequences of ownership of the Series 2019 Bonds. Bond Counsel is further of the opinion that the Series 2019 Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See “TAX MATTERS” herein.
UNIVERSITY PARK RECREATION DISTRICT
(Manatee County, Florida)
$ 	*
Non-Ad Valorem Assessment Bonds
Series 2019A (Tax-Exempt)	$ 	*
Non-Ad Valorem Assessment Bonds
Series 2019B (Taxable)	
Dated: Date of Delivery	Due: May 1, as shown on the inside cover

The University Park Recreation District (Manatee County, Florida) Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-exempt) and Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (collectively, the “Series 2019 Bonds”) will be issued as fully registered securities in the name of Cede & Co., as Bondholder and securities depository nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases will be made in book entry only form through DTC Participants (defined herein). The Series 2019 Bonds are authorized to be issued in denominations of $5,000 and integral multiples of $5,000 in excess thereof. Interest on the Series 2019 Bonds is payable on May 1, 2020, and on each May 1 and November 1 thereafter until maturity or earlier redemption. Principal of and interest on the Series 2019 Bonds will be paid by the Paying Agent (as defined herein) to DTC, or its nominee, and then by DTC through DTC Participants to the beneficial owners thereof. U.S. Bank National Association, Fort Lauderdale, Florida, will serve as Trustee, Registrar and Paying Agent for the Series 2019 Bonds.

The District is a recreation district created under the provisions of Chapter 418, Part II, and Chapter 189, Florida Statutes, as amended (the “Act”) pursuant to Ordinance No. 18-20 enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) on August 2, 2018, and effective on August 3, 2018. The Series 2019 Bonds are being issued by the District pursuant to the Act, and Resolution No. 2019-10 adopted by the Board of Supervisors of the District (the “Board”) on February 8, 2019, as supplemented by Resolution No. 2020-02 adopted by the Board on October 29, 2019 (collectively, the “Resolution”).
The Series 2019 Bonds are being issued for the purpose of (i) paying a portion of the costs of the 2019 Project (hereinafter defined); (ii) paying a portion of the interest first coming due on the Series 2019 Bonds through November 1, 2020; (iii) making certain deposits to the Funds and Accounts established under the Indenture; and (iv) paying costs of issuing the Series 2019 Bonds, including payment of related premiums for a municipal bond insurance policy to be issued by Build America Mutual Assurance Company..
See the inside cover page hereof for maturities, principal amounts, interest rates, prices and yields. The Series 2019 Bonds are subject to optional redemption, extraordinary mandatory redemption, and mandatory redemption, each as described herein under the caption “SECURITIES BEING OFFERED – Redemption Provisions.”

PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS, ANY ONE OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF, AND/OR INTEREST ON THE SERIES 2019 BONDS. SEE “BONDOWNERS’ RISKS,” “SECURITIES BEING OFFERED - SECURITY FOR THE SERIES 2019 BONDS” AND “MISCELLANEOUS
- SUITABILITY FOR INVESTMENT” HEREIN FOR A SUMMARY OF CERTAIN OF THESE RISKS. EACH PROSPECTIVE INVESTOR IS EXPECTED TO CONDUCT ITS OWN INVESTIGATION INTO THE DISTRICT, THE SOURCES OF PAYMENT AND THE RISKS OF AN INVESTMENT IN THE SERIES 2019 BONDS, AND TO EVALUATE INDEPENDENTLY THE MERITS AND RISKS AND CONSEQUENCES OF SUCH AN INVESTMENT.

The scheduled payment of principal of and interest on the Series 2019 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2019 Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY.

THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE AMOUNTS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, MANATEE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR THE NON- AD VALOREM SPECIAL ASSESSMENT POWER OF THE DISTRICT OR OTHER GOVERNMENTAL BODY TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2019 BONDS. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, MANATEE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
The Series 2019 Bonds are offered when, as and if delivered to the initial purchaser, subject to the opinion on certain legal matters relating to their issuance by Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, and certain other conditions. Akerman LLP, Jacksonville, Florida, is acting as disclosure counsel to the District with respect to the Series 2019 Bonds. Certain legal matters will be passed on for the District by Blalock Walters P.A., Sarasota, Florida, District Counsel. It is expected that the Series 2019 Bonds will be available for delivery to DTC in New York, New York on or about November , 2019.
This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

ELECTRONIC BIDS FOR THE SERIES 2019 BONDS PURSUANT TO THE PROVISIONS OF THE OFFICIAL NOTICE OF SALE WILL BE RECEIVED BY THE DISTRICT UNTIL 10:30 A.M., EASTERN TIME, ON OCTOBER , 2019, OR SUCH OTHER DATE AS DESCRIBED IN THE OFFICIAL NOTICE OF SALE THROUGH THE PARITY COMPETITIVE BIDDING SYSTEM. BIDDERS SHOULD REVIEW THE OFFICIAL NOTICE OF SALE IN ITS ENTIRETY.

Dated: November , 2019

*Preliminary, subject to change.

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS†

UNIVERSITY PARK RECREATION DISTRICT
(Manatee County, Florida)

$ 	*
NON-AD VALOREM ASSESSMENT BONDS
Series 2019A (Tax-Exempt)

Maturity (May 1)*	Principal Amount*	Interest Rate	
Yield	
Price	Initial CUSIP No. †	
	$	%	%			

$ 	*
NON-AD VALOREM ASSESSMENT BONDS
Series 2019B (Taxable)

Maturity (May 1)*	Principal Amount*	Interest
Rate	
Yield	
Price	Initial CUSIP No. †	
	$	%	%			

* Preliminary; subject to change.
† CUSIP numbers have been assigned to the Series 2019 Bonds by an organization not affiliated with the District and are included solely for the convenience of the owners of the Series 2019 Bonds. The District is not responsible for the selection, use or accuracy of the CUSIP numbers set forth herein.

UNIVERSITY PARK RECREATION DISTRICT BOARD OF SUPERVISORS
Bob Wood, Chair Lisabeth Bertsch, Co-Vice Chair Michael Smith, Co-Vice Chair
Nancy Kopnisky Steve Ludmerer

DISTRICT COUNSEL

Blalock Walters, P.A. Sarasota, Florida

BOND COUNSEL

Greenberg Traurig, P.A. Miami, Florida

FINANCIAL ADVISOR TO THE DISTRICT

PFM Financial Advisors, LLC Orlando, Florida

TRUSTEE

U.S. Bank National Association Fort Lauderdale, Florida

REGARDING USE OF THIS OFFICIAL STATEMENT

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SERIES 2019 BONDS AND THERE SHALL BE NO OFFER, SOLICITATION OR SALE OF THE SERIES 2019 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.

Build America Mutual Assurance Company (“BAM”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE” and “APPENDIX F - Specimen Municipal Bond Insurance Policy”.

IN CONNECTION WITH THIS OFFERING, THE ORIGINAL PURCHASER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2019 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE SERIES 2019 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2019 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY BE REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS, OR ANY OF THEIR AGENCIES, WILL HAVE PASSED UPON THE MERITS OF THE SERIES 2019 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT.

CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS “PLAN,” “INTENDS,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER SIMILAR WORDS.

THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE CAPTIONS AND HEADINGS IN THIS OFFICIAL STATEMENT ARE FOR CONVENIENCE OR REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT, OR AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISIONS OR SECTION IN THIS OFFICIAL STATEMENT.

THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASER EITHER IN BOUND PRINTED FORM (“ORIGINAL BOUND FORMAT”) OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE. THIS OFFICIAL STATEMENT IS NOT TO BE CONSTRUED AS A CONTRACT BETWEEN THE DISTRICT AND ANY ORIGINAL PURCHASER OR SUBSEQUENT PURCHASER OF THE SERIES 2019 BONDS.

REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN, INCLUDING THE DISTRICT’S WEBSITE OR ANY OTHER WEBSITE CONTAINING INFORMATION ABOUT THE DISTRICT, ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS OFFICIAL STATEMENT FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15c2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.

THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15c2-12 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(B)(1).

Table of Contents
Page

INTRODUCTION	1
The District	2
Purpose of the Series 2019 Bonds	2
The 2019 Project	2
Security for the Series 2019 Bonds	2
Features of the Series 2019 Bonds	3
Terms of the Offering	4
Risk Factors	4
Miscellaneous	4
Additional Information	4
MUNICIPAL BOND INSURANCE	5
[BOND INSURER] Policy	Error! Bookmark not defined.
THE DISTRICT	7
General	7
Legal Powers and Authority	7
Board of Supervisors	8
Debt of the District	9
SECURITIES BEING OFFERED	9
Purpose	9
Security for the Series 2019 Bonds	10
Redemption Provisions	15
Book-Entry Only System	19
Method of Computing Interest; Saturdays, Sundays and Holidays	22
Defeasance	22
PLAN OF FINANCE	23
The Development	23
Purchase and Sale Agreement	23
The Recreational Facilities	24
The Series 2019 Non-Ad Valorem Assessments	27
DEBT SERVICE SCHEDULE	36
BONDOWNERS’ RISKS	37
LEGAL MATTERS	43
Validation	43
Enforceability of Remedies	43
Litigation	44
Disclosure Required by Florida Blue Sky Regulations	44
TAX MATTERS	44
MISCELLANEOUS	47
Suitability for Investment	48
Ratings	48
Continuing Disclosure	48
Original Purchaser	49

Financial Statements of the District	49
Information Relating to the District	49
Accuracy and Completeness of Official Statement	49
Certificate Concerning Official Statement	50

APPENDICES:
Appendix A – University Park Recreation District Financial Statements Appendix B – Form of Indenture
Appendix C –Master Assessment Methodology Report Appendix D – Form of Opinion of Bond Counsel Appendix E – Form of Continuing Disclosure Agreement Appendix F – Specimen Municipal Bond Insurance Policy

Official Statement University Park Recreation District
(Manatee County, Florida)

$ 	*
Non-Ad Valorem Assessment Bonds
Series 2019A (Tax-Exempt)	$ 	*
Non-Ad Valorem Assessment Bonds
Series 2019B (Taxable)	

INTRODUCTION

The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth certain information concerning the University Park Recreation District (the “District”), in connection with the offering and issuance of its $ 	University Park Recreation District Non-Ad Valorem Assessment Bonds, 2019A (Tax-exempt) (the “Series 2019A Bonds”) and $ 	University Park Recreation District Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (the Series 2019B Bonds, and together with the Series 2019A Bonds, the “Series 2019 Bonds”). The District was created as a recreation district pursuant to the Chapter 418, Part II, and Chapter 189, Florida Statutes, as amended (the “Act”). The Series 2019 Bonds are being issued pursuant to the Act and a Master Trust Indenture between the District and U.S. Bank National Association, Fort Lauderdale, Florida, as Trustee (the “Trustee”), dated as of November 1, 2019 (the “Original Indenture”), as supplemented by the First Supplemental Trust Indenture by and between the District and the Trustee, dated as of November 1, 2019 (the “Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), and a resolution adopted by the Board of Supervisors of the District authorizing the issuance of the Series 2019 Bonds. All capitalized terms used in this Official Statement that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the Indenture, the full text of which appears as Appendix B hereto.

The District has received a commitment from [BOND INSURER] Insurance Corporation to insure payment of the principal of and interest on the Series 2019 Bonds when due (the “Policy”). See the section entitled “MUNICIPAL BOND INSURANCE” hereinafter and “APPENDIX F—Specimen Municipal Bond Insurance Policy” attached hereto for additional information regarding this insurance.

Prospective investors in the Series 2019 Bonds are invited to visit the District, ask questions of representatives of the District, and to request documents, instruments and information which may not necessarily be referred to, summarized, or described herein. Therefore, prospective investors should rely upon the information appearing in this Official Statement within the context of the availability of such additional information and the sources thereof. Prospective investors may request such additional information and arrange to visit the District as described herein under the caption “MISCELLANEOUS - Suitability for Investment.”

*Preliminary, subject to change.

The District

The District was created pursuant to the Act and Ordinance No. 18-29 (the “Ordinance”), enacted by the Board of County Commissioners of Manatee County, Florida (the “County”) on August 2, 2018, and effective on August 3, 2018, codified as Article III, Chapter 2.8, Code of Laws and Ordinances, Manatee County, Florida (the “Charter”). The Act provides that the charter of a recreation district may grant to the recreation district all powers as the governing body of the municipality or county establishing the district may deem necessary or useful in order to acquire, purchase, construct, improve, and equip recreational facilities of all types. The Charter authorizes the District to acquire, purchase, construct, improve and equip recreational facilities of all types and to issue bonds secured by non-ad valorem assessments to finance such facilities, if approved at a referendum held in the District. The Charter also authorizes the District to operate and maintain recreational facilities and to establish, charge and collect fees for the admission to or use of recreational facilities.

Purpose of the Series 2019 Bonds

The Series 2019 Bonds are being issued for the purpose of: (i) paying a portion of the costs of certain capital projects, including land acquisition, infrastructure acquisition, and construction and/or renovation of the Existing Recreational Facilities (hereinafter defined), constituting the 2019 Project; paying a portion of the interest first coming due on the Series 2019 Bonds through November 1, 2020; (iii) making certain deposits to the Funds and Accounts established under the Indenture; and (iv) paying costs of issuing the Series 2019 Bonds, including payment of related premiums for a municipal bond insurance policy to be issued by [BOND INSURER].

The 2019 Project

The 2019 Project consists of (i) the acquisition of an existing 27‐hole championship golf course, clubhouse, restaurant, lounge, fitness center, tennis center, and other facilities and approximately 100 acres of additional land, and (ii) certain renovations and upgrades to such facilities (the “2019 Project”). The 2019 Project is more fully described under the caption “2019 PROJECT.”

Security for the Series 2019 Bonds

Pursuant to the Resolution 2018-20, adopted on February 8, 2019, and Resolution 2020- 02, adopted on October 29, 2019 (collectively, the “Bond Resolution”), the District stated its intent to issue the Series 2019 Bonds, to be payable from and secured by non-ad valorem assessments imposed, levied and collected by the District on land within the District specially benefited by the 2019 Project (the “Series 2019 Non-Ad Valorem Assessments”). The Series 2019 Non-Ad Valorem Assessments represent an allocation of the costs of the 2019 Project, including bond financing costs, to the lands within the District benefiting from the 2019 Project in accordance with the Master Assessment Methodology Report (the “Master Assessment Methodology Report”) prepared for the District by Fishkind & Associates, Inc., Orlando, Florida (predecessor to PFM Financial Advisors, LLC), which report has been adopted by the District and is set forth herein as

Appendix C. The District’s Resolution No. 2019-10 adopted on November 9, 2018, authorized the issuance of the Series 2019 Bonds in a principal amount not to exceed $24,000,000.

Features of the Series 2019 Bonds

Redemption

The Series 2019A Bonds are subject to optional redemption beginning May 1, 2031. The Series 2019A Bonds maturing on May 1, 20 , are subject to mandatory sinking fund redemption beginning May 1, 20 , and the Series 2019A Bonds maturing on May 1, 20 , are subject to mandatory sinking fund redemption beginning May 1, 20 .  The Series 2019 Bonds are subject  to extraordinary mandatory redemption. The Series 2019B Bonds are not subject to redemption prior to maturity at the option of the District. All of the above is more fully described under the caption “SECURITIES BEING OFFERED—Redemption Provisions.”
The Indenture provides that no additional bonds or other obligations may be issued on parity with the Series 2019 Bonds or have a senior lien on the Series 2019 Non-Ad Valorem Assessments and other assets pledged under the Indenture as security for the Series 2019 Bonds (see “INTRODUCTION—Security for and Source of Payment of Series 2019 Bonds,” herein). However, the District may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues which would rank on a parity with the lien of Bonds secured by such Credit Facilities.

There follows in this Official Statement a brief description of the District, the 2019 Project, together with summaries of the terms of the Series 2019 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and all references to the Series 2019 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture, the full text of which appears as Exhibit B hereto.

Denominations and Interest Payment Dates
The Series 2019 Bonds are authorized as fully registered bonds in denominations of $5,000 and integral multiples of $5,000 in excess thereof. When issued, the Series 2019 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases will be made in book-entry-only form through DTC Participants, all as defined and described under the caption “SECURITIES BEING OFFERED—Book-Entry-Only System” herein. Interest on the Series 2019 Bonds is payable on each May 1 and November 1 (each an “Interest Payment Date”), commencing May 1, 2020.

Manner of Making Payment
So long as the Series 2019 Bonds remain in book-entry-only form, payment of principal and interest on the Series 2019 Bonds will be mailed or delivered by check or draft of U.S. Bank National Association, Fort Lauderdale, Florida, as Trustee, Registrar and Paying Agent, to Cede & Co., as registered owner of the Series 2019 Bonds, and will be redistributed to the beneficial

owners (“Beneficial Owners”) by DTC through DTC Participants (see “SECURITIES BEING OFFERED—Book-Entry-Only System” herein).

Registration, Transfer and Exchange
So long as the Series 2019 Bonds remain in book-entry-only form, transfers of beneficial ownership interests in the Series 2019 Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their beneficial ownership interests in Series 2019 Bonds, except in the event that use of the book-entry system for the Series 2019 Bonds is discontinued (see “SECURITIES BEING OFFERED—Book-Entry-Only System” herein).

Terms of the Offering

Authority for the Series 2019 Bonds

The Series 2019 Bonds, when, as or if issued, will be issued pursuant to the Constitution and laws of the State of Florida, particularly the Act, and other applicable provisions of law, the Ordinance, the Bond Resolution, and the Indenture.

Delivery

It is expected that the Series 2019 Bonds will be available for delivery to DTC in New York, New York, on or about November , 2019.

Risk Factors

The  Series  2019  Bonds  are  subject  to  a  significant  degree of risk.	See the caption
“BONDOWNERS’ RISKS” herein.

Miscellaneous

This Official Statement speaks only as of its date and the information contained herein is subject to change. The descriptions herein of the Indenture and documents authorizing and securing the Series 2019 Bonds do not purport to be comprehensive or definitive. References to the Indenture (attached hereto as Appendix B) and other documents are qualified in their entirety by reference to the forms thereof.

Additional Information

Prior to delivery of the Series 2019 Bonds, copies of the documents described herein may be obtained by contacting PFM Financial Advisors LLC, Attn: Hank Fishkind, fishkindh@PFM.com, telephone: (407) 723-5900. Subsequent to delivery of the Series 2019 Bonds, copies of documents may be obtained, after paying the costs of copying, from the Trustee by contacting U.S. Bank National Association, Attn: Scott A. Schuhle, 500 West Cypress Creek Road, Suite 560, Fort Lauderdale, Florida 33309, telephone (954) 766-2216.

BOND INSURANCE

BOND INSURANCE POLICY

Concurrently with the issuance of the Series 2019 Bonds, Build America Mutual Assurance Company (“BAM”) will issue its Municipal Bond Insurance Policy for the Series 2019 Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the Series 2019 Bonds when due as set forth in the form of the Policy included as an exhibit to this Official Statement.

The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law.

BUILD AMERICA MUTUAL ASSURANCE COMPANY

BAM is a New York domiciled mutual insurance corporation and is licensed to conduct financial guaranty insurance business in all fifty states of the United States and the District of Columbia. BAM provides credit enhancement products solely to issuers in the U.S. public finance markets. BAM will only insure obligations of states, political subdivisions, integral parts of states or political subdivisions or entities otherwise eligible for the exclusion of income under section 115 of the U.S. Internal Revenue Code of 1986, as amended. No member of BAM is liable for the obligations of BAM.

The address of the principal executive offices of BAM is: 200 Liberty Street, 27th Floor, New York, New York 10281, its telephone number is: 212-235-2500, and its website is located at: www.buildamerica.com.

BAM is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York and in particular Articles 41 and 69 of the New York Insurance Law.

BAM’s financial strength is rated “AA/Stable” by S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC (“S&P”). An explanation of the significance of the rating and current reports may be obtained from S&P at www.standardandpoors.com. The rating of BAM should be evaluated independently. The rating reflects the S&P’s current assessment of the creditworthiness of BAM and its ability to pay claims on its policies of insurance. The above rating is not a recommendation to buy, sell or hold the Series 2019 Bonds, and such rating is subject to revision or withdrawal at any time by S&P, including withdrawal initiated at the request of BAM in its sole discretion. Any downward revision or withdrawal of the above rating may have an adverse effect on the market price of the Series 2019 Bonds. BAM only guarantees scheduled principal and scheduled interest payments payable by the issuer of the Series 2019 Bonds on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the Policy), and BAM does not guarantee the market price or liquidity

of the Series 2019 Bonds, nor does it guarantee that the rating on the Series 2019 Bonds will not be revised or withdrawn.

Capitalization of BAM

BAM’s total admitted assets, total liabilities, and total capital and surplus, as of June 30, 2019 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services were $525 million, $114 million and $411 million, respectively.

BAM is party to a first loss reinsurance treaty that provides first loss protection up to a maximum of 15% of the par amount outstanding for each policy issued by BAM, subject to certain limitations and restrictions.

BAM’s most recent Statutory Annual Statement, which has been filed with the New York State Insurance Department and posted on BAM’s website at www.buildamerica.com, is incorporated herein by reference and may be obtained, without charge, upon request to BAM at its address provided above (Attention: Finance Department). Future financial statements will similarly be made available when published.

BAM makes no representation regarding the Series 2019 Bonds or the advisability of investing in the Series 2019 Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE”.

Additional Information Available from BAM

Credit Insights Videos. For certain BAM-insured issues, BAM produces and posts a brief Credit Insights video that provides a discussion of the obligor and some of the key factors BAM’s analysts and credit committee considered when approving the credit for insurance. The Credit Insights videos are easily accessible on BAM's website at buildamerica.com/creditinsights/. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.)

Credit Profiles. Prior to the pricing of bonds that BAM has been selected to insure, BAM may prepare a pre-sale Credit Profile for those bonds. These pre-sale Credit Profiles provide information about the sector designation (e.g. general obligation, sales tax); a preliminary summary of financial information and key ratios; and demographic and economic data relevant to the obligor, if available. Subsequent to closing, for any offering that includes bonds insured by BAM, any pre-sale Credit Profile will be updated and superseded by a final Credit Profile to include information about the gross par insured by CUSIP, maturity and coupon. BAM pre-sale and final Credit Profiles are easily accessible on BAM's website at

buildamerica.com/obligor/. BAM will produce a Credit Profile for all bonds insured by BAM, whether or not a pre-sale Credit Profile has been prepared for such bonds. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.)

Disclaimers. The Credit Profiles and the Credit Insights videos and the information contained therein are not recommendations to purchase, hold or sell securities or to make any investment decisions. Credit-related and other analyses and statements in the Credit Profiles and the Credit Insights videos are statements of opinion as of the date expressed, and BAM assumes no responsibility to update the content of such material. The Credit Profiles and Credit Insight videos are prepared by BAM; they have not been reviewed or approved by the issuer of or the underwriter for the Series 2019 Bonds, and the issuer and underwriter assume no responsibility for their content.

BAM receives compensation (an insurance premium) for the insurance that it is providing with respect to the Series 2019 Bonds. Neither BAM nor any affiliate of BAM has purchased, or committed to purchase, any of the Series 2019 Bonds, whether at the initial offering or otherwise.

THE DISTRICT

General

The District was established on August 3, 2018, by the Board of County Commissioners of the County (the “County Commission”), which duly enacted the Ordinance creating the District and its Charter. The District is a recreation district pursuant to the Act and is located within the residential development known as “University Park” (the “Development”). The Development commenced homes sales in 1994 and is sold out with 1,201 completed residential units situated on 1,202 residential lots.

Legal Powers and Authority

The District is a recreation district organized, created, established and existing by and under the Act. The Act was enacted in order to provide a uniform method for the establishment of recreation districts throughout the State of Florida. Pursuant to the Act, the County established the District and approved the Charter, which sets out the authority for the District to manage and finance the acquisition, construction, operation and maintenance of recreational facilities within the District.
The Act provides that the governing body of a recreation district shall be determined by ordinance of the governmental entity that created the district, and such governing body must be either a five-member or larger board of supervisors elected from among the residents of the district or the governing body of the governmental entity that created the district. Among other provisions, the Act gives the District’s Board of Supervisors the right: (i) to acquire, purchase, construct, improve, and equip recreational facilities of all types, including real and personal property, within

the boundaries of the district through purchase, lease, gift, or exercise of the power of eminent domain; (ii) to issue bonds, secured by ad valorem taxes or by pledge of both such taxes and other revenues of the district, if approved at a referendum held in such district, and to levy and collect ad valorem taxes on all real property subject to city taxation within such district; (iii) to operate and maintain recreational facilities or to enter into arrangements with others for such operation and maintenance; (iv) to establish, charge, and collect fees for admission to or use of recreational facilities and to apply such fees to operation, maintenance, improvement, enlargement, or acquisition of recreational facilities or to the payment of bonds or revenue bonds of the district;
(v) to issue revenue bonds payable solely from the revenues to be derived from recreational facilities owned or operated by such district if approved at a referendum held in such district, and under certain other terms; (vi) to adopt and enforce rules for the use of the recreational facilities; and (vii) to employ all personnel necessary for the operation and maintenance of the facilities of the District.

The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, and the Act does not empower the District to grant building permits. These functions are performed by the County through its County Commissioners and its departments of government.

Board of Supervisors

The Act provides that the governing body of the District may be a five-member Board of Supervisors (the “Board”) elected from among the residents of the District. Initially, the Board members are elected by property owners and residents in the District, who are entitled to one-vote per parcel, for a one-year term that may be extended by one-year (which the Board approved). At the initial and second election, each Owner or Resident shall be entitled to one vote per parcel for each of up to five nominated candidates. Beginning with the third election and at each election thereafter, each Resident and each Owner shall be entitled to one vote per board seat. Thereafter, the two candidates receiving the first and second highest vote totals shall serve three-year terms, the two candidates receiving the third and fourth highest vote totals shall serve two-year terms, and the candidate receiving the fifth highest vote total shall serve a one-year term. At all subsequent elections, each Supervisor will be elected to a three-year term.

The current members of the Board of Supervisors, their occupations and terms are as follows:

Supervisor Name and Title	Occupation	Term Expires	
Bob Wood, Chair			
Michael Smith, Vice Chair			
Lisabeth Bertsch			
Nancy Kopnisky			
Steve Ludmerer			

Debt of the District

The District has no outstanding debt.

SECURITIES BEING OFFERED

Purpose

General

The Series 2019 Bonds are being issued for the purpose of (i) paying a portion of the costs of the 2019 Project; (ii) paying a portion of the interest first coming due on the Series 2019 Bonds through November 1, 2020; (iii) making certain deposits to the Funds and Accounts established under the Indenture; and (iv) paying costs of issuing the Series 2019 Bonds, including payment of related premiums for a municipal bond insurance policy to be issued by [BOND INSURER].

Sources and Uses of Funds

The proceeds from the sale of the Series 2019 Bonds are expected to be applied as follows:

	2019 Bond Proceeds	
SOURCES:	
$	
Par amount of Series 2019 Bonds		
Less Net Original Issue Discount		
[Plus Net Original Issue Premium]		
TOTAL ESTIMATED SOURCES	$	
USES:	
$	
Deposit to the Series 2019 Acquisition and Construction Account Deposit to the Series 2019 Capitalized Interest Account(1)
Deposit to the Series 2019 Account of the Debt Service Reserve Fund
Costs of Issuance(2)		
TOTAL ESTIMATED USES	$	

Capitalized Interest through May 1, 2020.
Includes, among other things, original purchaser’s discount, bond counsel fees, financial advisor, trustee, registrar and paying agent fees, bond insurance premium and printing costs.

Series 2019 Acquisition and Construction Account

The Supplemental Indenture provides for the Trustee to establish the Series 2019 Acquisition and Construction Account of the Construction Fund into which shall be deposited a

portion of the proceeds of the Series 2019 Bonds. The amounts in the Series 2019 Acquisition and Construction Account, until applied as provided in the Indenture, shall be held for the security of the Series 2019 Bonds. Monies held for the credit of the Series 2019 Acquisition and Construction Account shall be used to pay any unpaid Costs of Issuance of the Series 2019 Bonds, to reimburse the District for Costs of the 2019 Project advanced, and thereafter, to pay Costs of the 2019 Project. Requisitions from the Series 2019 Acquisition and Construction Account shall be made pursuant to the requisition form attached to the Indenture, and the Trustee shall make disbursements from the Series 2019 Acquisition and Construction Account as directed in the applicable Requisition. Any excess funds on deposit in the Series 2019 Acquisition and Construction Account after the Completion Date shall, at the written direction of the District, be transferred to the Series 2019 Account of the Bond Redemption Fund and applied to extraordinary mandatory redemption of the Series 2019 Bonds as more fully described herein under “SECURITIES BEING OFFERED— Redemption Provisions.”

Investments

Moneys held for the credit of the Funds and Accounts established by the Indenture and held as security for the Series 2019 Bonds must, as directed by the District in writing, be invested in Investment Securities (as defined in the Indenture); provided that investments of moneys held in the Debt Service Fund and the Bond Redemption Fund are limited to Government Obligations and certain classes of Investment Securities (see APPENDIX B—”FORM OF INDENTURE.”) The Investment Securities in which such moneys are invested must mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for the purposes set forth in the Indenture.

Security for the Series 2019 Bonds

Pledged Revenues Securing the Series 2019 Bonds

The Series 2019 Bonds are payable and secured by: (a) all revenues received by the District from the Series 2019 Non-Ad Valorem Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture, including the Series 2019 Reserve Account of the Debt Service Reserve Fund, except for: (i) any moneys transferred to the Rebate Fund or investment earnings thereon, and (ii) non-ad valorem assessments levied and collected by the District under the Act for operation and maintenances purposes or maintenance non-ad valorem assessments levied and collected by the District under the Act (the “Series 2019 Pledged Revenues”).

General

The Series 2019 Bonds are secured equally and ratably by a first lien upon and pledge of all revenues received by the District from non-ad valorem assessments levied and collected in connection with the 2019 Project. The term “Non-Ad Valorem Assessments” is defined in the Indenture to mean the net proceeds derived from the levy and collection of "non-ad valorem assessments," as provided for in Sections 2-8-154 and 2-8-160 of the Charter against District Lands that are subject to assessment as a result of the Project or any portion thereof, including the interest

and penalties on such assessments, pursuant to all applicable provisions of the Act, the Charter and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Non-Ad Valorem Assessments" shall not include "non-ad valorem assessments" levied and collected by the Issuer for operation and maintenance purposes under Sections 2-8-154 and 2-8-160 of the Charter.

The Series 2019 Non-Ad Valorem Assessments represent an allocation of the costs of the 2019 Project, including bond financing costs, to the lands within the District benefiting from the 2019 Project in accordance with the Master Assessment Methodology Report prepared for the District by Fishkind & Associates, Inc., Orlando, Florida (predecessor to PFM Financial Advisors, LLC), which report has been adopted by the District and is set forth herein as Appendix C. There are a total of 1,202 residential lots platted in the District, on which 1,201 completed homes have been built (one home uses two lots). Resolution 2019- and the language contained in the Bond Referendum held February , 2019, contemplate an annual per unit assessment averaging $1,200. If the average annual assessment per unit of $1,200 will not fully fund debt service on the Series 2019 Bonds proposed to be issued to fund the 2019 Project as described below under the caption “PLAN OF FINANCE—The 2019 Project”, the scope of the 2019 Project will be reduced along with the par amount of Series 2019 Bonds issued by the District. If any reduction in the scope of the 2019 Project is necessary, the revised cost and scope of the 2019 Project will be examined to insure that each unit receives a benefit from the 2019 Project equal to or exceeding the cost of that unit’s annual Series 2019 Non-Ad Valorem Assessment.

THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, MANATEE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, NON-AD VALOREM ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE SERIES 2019 BONDS. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, MANATEE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

No Parity Bonds

Pursuant to the Indenture, the District has covenanted that it will not issue or incur any obligations payable from the proceeds of the Series 2019 Non-Ad Valorem Assessments nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other

charge upon the Series 2019 Non-Ad Valorem Assessments other than the liens created by the Indenture, except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to Florida law. WHILE NO FUTURE BONDS WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2019 NON-AD VALOREM ASSESSMENTS PLEDGED AS SECURITY FOR THE SERIES 2019 BONDS, THE DISTRICT, THE COUNTY, THE SCHOOL BOARD OR THE STATE MAY IN THE FUTURE IMPOSE, LEVY AND COLLECT NON-AD VALOREM ASSESSMENTS AND TAXES THE LIENS OF WHICH WILL BE CO-EQUAL WITH THE LIEN OF THE SERIES 2019 NON-AD
VALOREM ASSESSMENTS (see “PLAN OF FINANCE – The Series 2019 Non-Ad Valorem Assessments -Enforcement and Collection of Assessments” herein).

Series 2019A Reserve Account

The Indenture establishes a Series 2019A Reserve Account in the Debt Service Reserve Fund for the Series 2019A Bonds, which will be funded from the proceeds of the Series 2019A Bonds in an amount equal to the Reserve Requirement for the Series 2019A Bonds. The Reserve Requirement for the Series 2019A Bonds shall mean an amount (calculated at the date of initial issuance of the Series 2019A Bonds) equal to % of the maximum annual debt service on the Series  2019  Bonds, initially $ 	. Amounts on deposit in the Series 2019A Reserve Account will not secure the Series 2019B Bonds.

Flow of Funds

The Indenture provides for the establishment of a Series 2019 Acquisition and Construction Account, a Series 2019 Revenue Fund; a Debt Service Fund and therein, a Series 2019A Principal Account, a Series 2019B Principal Account, a Series 2019A Interest Account, a Series 2019B Interest Account, a Series 2019A Sinking Fund Account and a Series 2019B Sinking Fund Account; a Debt Service Reserve Fund and therein a Series 2019A Reserve Account; a Bond Redemption Fund and therein a Series 2019 Bond Redemption Account, and within such Series 2019 Bond Redemption Account, a Series 2019A General Redemption Subaccount, a Series 2019B General Redemption Subaccount, a Series 2019A Optional Redemption Subaccount, a Series 2019A Prepayment Subaccount and a Series 2019B Prepayment Subaccount.

Series 2019 Non-Ad Valorem Assessments (except for Prepayments of Series 2019 Non- Ad Valorem Assessments which shall be identified as such by the District to the Trustee and deposited in the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount) shall be deposited by the Trustee into the Series 2019 Revenue Account.

The Trustee is directed to transfer from amounts on deposit in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, upon receipt but no later than the Business Day preceding each Interest Payment Date, commencing May 1, 2021, to the Series 2019A Interest Account and the Series 2019B Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2019A Bonds and the Series 2019B Bonds becoming due on the next

succeeding Interest Payment Date, less any amount on deposit in the Series 2019A Interest Account and the Series 2019B Interest Account, as applicable, not previously credited;

SECOND, no later than the Business Day next preceding the May 1 which is a principal payment date for any Series 2019 Bonds, to the Series 2019A Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2019A Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2019A Principal Account not previously credited, and to the Series 2019B Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2019B Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2019B Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each May 1 on which a sinking fund redemption payment is due, commencing May 1, 20 , to the Series 2019A Sinking Fund Account an amount equal to the principal amount of Series 2019A Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2019A Sinking Fund Account not previously credited; and to the Series 2019B Sinking Fund Account an amount equal to the principal amount of Series 2019B Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2019B Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2019A Bonds remain Outstanding, to the Series 2019A Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2019A Reserve Requirement for the Series 2019A Bonds;

FIFTH, notwithstanding the foregoing, at any time the Series 2019A Bonds or the Series 2019B Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2019 Revenue Account to the Series 2019A Interest Account or the Series 2019B Interest Account, as applicable, the amount necessary to pay interest on the Series 2019A Bonds subject to redemption on such date;

SIXTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2019 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2019 Bonds and next, any balance in the Series 2019 Revenue Account shall remain on deposit in such Series 2019 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2019A Rebate Account, in which case, the Issuer shall direct the Trustee to make such deposit thereto.

Prepayments of Series 2019 Non-Ad Valorem Assessments will be deposited directly into the Bond Redemption Fund.

Debt Service Fund

The Debt Service Fund, and the accounts therein, shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.

The Trustee at all times shall make available to any Paying Agent the funds in the Series 2019A Principal Account and the Series 2019B Principal Account and the Series 2019A Interest Account and the Series 2019B Interest Account to pay the principal of the Series 2019 Bonds as they mature and the interest on the Series 2019 Bonds as it becomes payable, respectively. When the Series 2019 Bonds are redeemed, the amount, if any, in the Series 2019A Interest Account and the Series 2019B Interest Account, as applicable, representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.

The Trustee shall apply moneys in the respective Sinking Fund Accounts in the Debt Service Fund for purchase or redemption of the Series 2019 Bonds as more fully described herein under “SECURITIES BEING OFFERED - Redemption Provisions—Mandatory Sinking Fund Redemption.”

Bond Redemption Fund

The Indenture provides that the Trustee shall deposit into the Series 2019 Bond Redemption Account moneys derived from prepayments of Series 2019 Non-Ad Valorem Assessments, excess funds in the Series 2019 Acquisition and Construction Account, and proceeds of insurance from damage or destruction of the project, and condemnation awards. Except for prepayments of Series 2019 Non-Ad Valorem Assessment, which shall be deposited in the Series 2019A Prepayment Subaccount and the Series 2019B Subaccount, as applicable, or in connection with the optional redemption of the Series 2019A Bonds, moneys to be deposited into the Series 2019 Bond Redemption Account shall be deposited to the Series 2019A General Redemption Subaccount and the Series 2019B General Redemption Subaccount.

Moneys in the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount (including all earnings on investments held in such Series 2019A Prepayment Subaccount and Series 2019B Prepayment Subaccount) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) of the Indenture an amount of Series 2019A Bonds or Series 2019B Bonds equal to the amount of money transferred to the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount of the Series 2019 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) of the Indenture. In addition, if the amount of the Prepayment is not sufficient to redeem a principal amount of the Series 2019 Bonds in an Authorized Denomination of each such Series to be redeemed, the Trustee shall be authorized to withdraw amounts from the Series 2019 Revenue Account to round-up to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Series 2019 Revenue Account shall be made to pay interest on and/or principal for the Series 2019 Bonds for the redemption pursuant to Section 3.01(b)(i) of the Indenture if as a result the deposits required under Section

4.02 of the Indenture FIRST through FIFTH cannot be made in full. The Trustee may conclusively rely on the Issuer’s determination of what moneys constitute Prepayments.

Moneys on deposit in the Series 2019A Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2019A Bonds.

Moneys in the Series 2019A General Redemption Subaccount and in the Series 2019B General Redemption Subaccount (including investments earnings) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to make such deposits into the Rebate Fund, if any, as the District may direct in accordance with the arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in the arbitrage rebate agreement. Any moneys so transferred to the Rebate Fund shall thereupon be free from the lien and pledge of the Indenture;
SECOND, to be used to call for the extraordinary mandatory redemption of Series 2019 Bonds as described in the Indenture; and
THIRD, the remainder to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption on each Interest Payment Date on which Series 2019 Bonds are subject to optional redemption, such amount of Series 2019 Bonds as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Series 2019 Bonds shall be called for redemption at one time.

Redemption Provisions

Optional Redemption

The Series 2019A Bonds maturing after May 1, 2030, are subject to redemption at the option of the District, in whole at any time or in part on any date on or after May 1, 2031 (less than all Series 2019 Bonds of the same maturity to be selected at the direction of the District as provided in the Indenture), at the Redemption Price of the principal amount to be redeemed, plus accrued interest to the redemption date: The Series 2019B Bonds are not subject to redemption prior to maturity at the option of the District.

Extraordinary Mandatory Redemption in Whole or in Part

The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows: (i) from Series 2019 Prepayment Principal deposited into the Series 2019A Prepayment Subaccount and the Series 2019B Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Non-Ad Valorem Assessments on any assessable property within the District

in accordance with the provisions of the Indenture, together with any excess moneys transferred by the Trustee from the Series 2019A Reserve Account to the Series 2019A Prepayment Subaccount, as a result of such Series 2019 Prepayment (if such redemption shall be in part, the Issuer shall select such principal amount of Series 2019 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2019 Bonds is substantially level); and
(ii) from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019A Rebate Account and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture.

Mandatory Sinking Fund Redemption

The Series 2019A Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date on May 1 in the respective years as set forth below:

Year	Sinking Fund Installment	
	$	

		
*		
*Final Maturity

The Series 2019A Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date on May 1 in the respective years as set forth below:

Year	Sinking Fund Installment	
	$	

		
*		
*Final Maturity

The Series 2019A Bonds maturing on May 1, 20__, are subject to mandatory sinking fund redemption at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date on May 1 in the respective years as set forth below:

Year	Sinking Fund Installment	
	$	

		
*		
*Final Maturity

The Series 2019B Bonds are subject to mandatory sinking fund redemption at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date on May 1 in the respective years as set forth below:

Year	Sinking Fund Installment	
	$	

		
*		
*Final Maturity

The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the District or described below by any principal amounts of the Series 2019 Bonds of the applicable Series and maturity redeemed pursuant to optional or extraordinary mandatory redemption or purchased and cancelled as permitted by the Indenture.

Partial Redemption of the Series 2019 Bonds

If less than all of the Series 2019 Bonds of a maturity are to be redeemed, the Trustee shall select the particular Series 2019 Bonds or portions of the Series 2019 Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial optional redemption of Series 2019A Bonds), such redemption shall be effectuated by redeeming Series 2019A Bonds of such maturities in such manner as shall be specified by the District in writing. In the case of any partial extraordinary mandatory redemption of Series 2019A Bonds or Series 2019B Bonds, such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.

Notice of Redemption

The Trustee will cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Series 2019 Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses and also to any Credit Facility District, but failure to mail any such notice or defect in the notice or in the mailing thereof will not affect the validity of the redemption or purchase of the Series 2019 Bonds for which notice was duly mailed as described above. Such notice will be given in the name of the District, will be dated, will set forth the Series 2019 Bonds Outstanding which will be called for redemption or purchase and will include, without limitation, the following additional information:
(a) the redemption or purchase date; (b) the redemption or purchase price; (c) CUSIP numbers, to the extent applicable, and any other distinctive numbers and letters; (d) any conditions that must be satisfied for the Series 2019 Bonds to be redeemed on the date of redemption; (e) if less than all Outstanding Series 2019 Bonds to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Series 2019 Bonds to be redeemed or purchased; (f) that on the redemption or purchase date the redemption or purchase price will become due and payable upon surrender of each such 2019 Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and (g) the place where such Series 2019 Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee.

If at the time of mailing of notice of an optional redemption or purchase, the District has not deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Series 2019 Bonds called for redemption or purchase, such notice such notice shall be entitled "CONDITIONAL NOTICE OF REDEMPTION" or "CONDITIONAL NOTICE OF
PURCHASE", as appropriate, and shall expressly state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice will be of no effect unless such moneys are so deposited.

If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest on the Series 2019 Bonds so called for redemption on the redemption date, the Trustee will redeem and pay on such date an amount of such Series 2019 Bonds for which such funds are sufficient, selecting the Series 2019 Bonds to be redeemed by lot from among all such Series 2019 Bonds called for redemption on such date, and among different maturities of Series 2019 Bonds in the same manner as the initial selection of Series 2019 Bonds to be redeemed, and from and after such redemption date, interest on the Series 2019 Bonds or portions thereof so paid will cease to accrue and become payable; but interest on any Series 2019 Bonds or portions thereof not so paid will continue to accrue until paid at the same rate as it would have had such Series 2019 Bonds not been called for redemption.

Failure to Provide Notice of Redemption

Failure to give notice by mailing to the Owner of any Series 2019 Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Series 2019 Bond.

Effect of Notice of Redemption

If any required (a) unconditional notice of redemption has been duly mailed or waived by the Owners of all Series 2019 Bonds called for redemption or (b) conditional notice of redemption has been so mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, all as provided in the Indenture, then then in either case, the Series 2019 Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Series 2019 Bonds so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture.

No Acceleration

The Indenture does not permit the acceleration of the principal of the Series 2019 Bonds upon the occurrence of an Event of Default under the Indenture.

Book-Entry Only System

The information in this caption concerning The Depository Trust Company, New York, New York (“DTC”) and DTC’s book-entry system has been obtained from DTC and neither the District nor the Original Purchaser of the Series 2019 Bonds makes any representation or warranty or takes any responsibility for the accuracy or completeness of such information. DTC will act as securities depository for the Series 2019 Bonds. The Series 2019 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2019 Bond certificate will be issued for each maturity of the Series 2019 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Series 2019 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2019 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2019 Bonds, except in the event that use of the book-entry system for the Series 2019 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2019 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2019 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2019 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2019 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2019 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2019 Bond documents. For example, Beneficial Owners of Series 2019 Bonds may wish to ascertain that the nominee holding the Series 2019 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may

wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2019 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2019 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2019 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and interest payments on the Series 2019 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Paying Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2019 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2019 Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, 2019 Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system information has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS

OR THE BENEFICIAL OWNERS OF THE SERIES 2019 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2019 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.

The rights of holders of beneficial interests in the Series 2019 Bonds and the manner of transferring or pledging those interests is subject to applicable state law. Holders of beneficial interests in the Series 2019 Bonds may want to discuss the manner of transferring or pledging their interests in the Series 2019 Bonds with their legal advisors.

Method of Computing Interest; Saturdays, Sundays and Holidays

Interest payable on the Series 2019 Bonds will be calculated based on a 360 day year comprised of twelve 30-day months. If the date of maturity of interest on or principal of the Series 2019 Bonds or the date fixed for redemption of Series 2019 Bonds falls on a day other than a Business Day, then payment of such interest or principal and any redemption premium need not be mailed by the Paying Agent on such date, but may be mailed on the next succeeding Business Day on which the Paying Agent is open for business with the same force and effect as if mailed on the date of maturity or the date fixed for redemption, and no interest will accrue for the period after such maturity date. The Indenture defines “Business Day” as any day other than a Saturday, Sunday or legal holiday or a day on which the designated corporate office of the Trustee, the Registrar or any Paying Agent is closed, or any date on which the payment system of the U.S. Federal Reserve is not operational.

Defeasance

The Series 2019 Bonds shall be deemed to have been paid when interest on, and principal or Redemption Price (as the case may be) of, the Series 2019 Bonds or any portion thereof have been paid, or there shall have been deposited with the Trustee or other escrow agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to fully pay the principal or Redemption Price of any Series 2019 Bonds becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, at which time interest on such Series 2019 Bonds shall cease to accrue, and all liability of the District with respect to such Series 2019 Bonds shall likewise cease; provided, however, that (a) if any Series 2019 Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been given as provided in the Indenture, or irrevocable provision satisfactory to the Trustee shall have been made for the giving of such notice, and (b) in the event that any Series 2019 Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following the deposit of moneys with the escrow agent, as provided in the Indenture, the District shall have given the escrow agent irrevocable instructions to mail to the Owners of such Series 2019 Bonds, a notice stating that such deposit has been made in accordance

with the Indenture. Thereafter such Series 2019 Bonds shall be deemed not to be Outstanding and the Owners of such Series 2019 Bonds shall be restricted exclusively to the funds so deposited for any claim with respect to such Series 2019 Bonds.

PLAN OF FINANCE

The Development

The University Park development (the “Development”) is residential community located in Manatee County, on Florida’s Southwest coast. The Development is wholly within the jurisdiction of the District. A total of 1,202 residential lots have been platted in the District. Build- out of the development within the District is complete, with 1,201 completed homes.

Purchase and Sale Agreement

The District has entered into a Purchase and Sale Agreement (as amended, the “Purchase Agreement”) with the owners the University Park County Club (the “Club”), the owners of the land on which the Club is located, the holder of the liquor license for the Club, and the owners of certain other land parcels in the District (collectively, the “Sellers”). Under the Purchase Agreement the Sellers agree to sell to the District the Club, related land and personal equipment, retail inventory, the Club records, permits, intangibles, accounts receivable and other current assets and, to the extent assignable, the liquor license (the “Existing Recreational Facilities”). The District agrees to purchase the Existing Recreational Facilities and to assume certain liabilities (equipment leases, accounts payable, gift certificates and store credits, prepaid membership dues and other current liabilities, and eight existing honorary memberships). The Purchase Agreement also provides for the transfer of the employees of the Club to the management company engaged by the District, and for the assignment and assumption of a water license agreement permitting withdrawal of irrigation water from ponds within the District.

Under the Purchase Agreement, the District was provided a due diligence period to review the Purchaser Property and the related records. The District retained engineering consultants to review the condition of the buildings, which reported no significant deficiencies beyond normal maintenance issues. At closing, the Existing Recreational Facilities will be transferred to the District by warranty deed, bill of sale and assignments of the personal and intangible property. The Seller’s assignment of the permits and intangibles will be made without warranty and without recourse.

The purchase price of the Existing Recreational Facilities is $16,500,000, subject to pro- ration of taxes and assessments (governmental and private covenant).

The Purchase Agreement provides that, except as to its knowledge of certain environmental matters, the Sellers make no representation or warranty concerning any portion of the Existing Recreational Facilities, their condition, use or suitability for any particular purpose, environmental matters, or any other matter related to the property. The District is purchasing the Existing

Recreational Facilities ‘as is, where is.” The limited representations and warranties the Sellers do make are limited to a one year survival period.

The Recreational Facilities

The Existing Recreational Facilities to be acquired by the District consist of an existing 27‐ hole of golf course, clubhouse, restaurant, lounge, fitness center, tennis center, and other facilities and approximately 100 acres of additional land. In addition, the 2019 Project will finance upgrades to the Existing Recreational Facilities.

The Club

The Club is located in Manatee County in the east central portion of the metro area. The property is generally bounded by Interstate 75 to the east, University Parkway on the south, Lockwood Ridge Road to the west, and State Highway 70 to the north. The street address is 7671 The Park Boulevard, University Park, Florida, 34201.

The land to be acquired measures approximately 261 acres, or 11,384,406 square feet. The golf course parcels are essentially surrounded by residential development.

The facilities include 27 holes of golf that are regulation in length, a tennis center with 11 lighted Har-Tru courts, fitness center and pro shop, as well as food and beverage facilities, including The Park Grill and Café, with casual and fine dining. The one-story clubhouse and golf facility opened in 1991. The facility has approximately  parking spaces in a surface lot adjacent to the clubhouse. The area around the clubhouse is landscaped with area shrubs, flower beds and planters.

Designed by Ron Garl, the 27-hole course at University Park Country Club facility features 7,001 yards of golf from the longest tees for a par of 72. The course rating is 74 and it has a slope rating of 133. The facilities include a practice range and putting green. Cart storage is in a separate building, with charging areas for the electric golf carts. The irrigation system is in part the original system installed when the course was built in 1991 and in part subsequent upgrades.

The fitness and tennis center is a stand-alone 3,500-square-foot building, with a full array of state-of-art weight machines and cardiovascular equipment. There is a full schedule of fitness classes including Zumba, TRX, Yoga, Pilates, Ballet Barre, Advanced Circuit Training and Tai Chi. There are also eleven lighted Har-Tru tennis courts, where certified instructors offer tennis clinics, camps, private instruction and kids camps.

The clubhouse includes the necessary back-of-the-house space, such as administrative offices for the General Manager, Director of Golf and the Golf Professional, and the kitchen that services the entire food and beverage areas.

Membership in the Club is not mandatory for residents of the Development. It is anticipated that after the acquisition by the District the initial annual membership fees will be

$7,913 for a couple and $6,200 for single membership. There is no charge for the use of the other amenities within the District, other than the assessments related thereto.

Additional Improvements

In addition to the acquisition of the Existing Recreational Facilities described above, the 2019 Project in anticipated to include the following capital projects (the “2019 Improvements”):

[Describe.]

Construction Timetable for 2019 Project

The acquisition of the Existing Recreational Facilities pursuant to the Purchase Agreement will be completed contemporaneously with the issuance of the Series 2019 Bonds. The construction and renovation the 2019 Improvements are currently expected to commence in May, 2020 and be completed by May, 2021_.

Permitting

The Seller has represented and warranted to the District in the Purchase Agreement that the Existing Recreational Facilities were properly permitted at the time of initial construction and development. In order to complete the 2019 Improvements, the District will need to acquire permits to expand or modify such facilities. The District will certify at closing that all permits necessary to complete the 2019 Improvements have either been obtained or will be obtained when needed.

Costs for 2019 Improvements

The following table presents a summary of the capital projects that constitute the 2019 Improvements, as estimated by the District. While the District believes that the cost estimates below are fair and reasonable and has no reason to believe that the improvements described cannot be acquired, constructed and installed at such costs and within three years. However, in the event that upon securing contracts to complete the components of the 2019 Improvements the actual costs exceed the estimates set forth below, the District has discussed the priority of components of the 2019 Improvements and intends to prioritize the components of the 2019 Improvements and will complete those components that can be completed with the proceeds of the Series 2019 Bonds in the order of priority established.  The  estimated costs of the 2019 improvements, are based  on 2019 construction costs, and include a contingency of $ 	. The estimates shown in this table do not include the legal, administrative, financing, operation, maintenance services, or bond issuance costs necessary to finance and maintain the capital projects.

Costs for 2019 Improvements

Capital Project*	Estimated Cost	
	$	

		

		

		

Grand Total For All Improvements	
$	

Source:

As of October 30, 2019, the District had expended $ 	on the capital projects that

are included in the 2019 Project, including bond referendum, bond validation and litigation costs. It is anticipated that the District will be reimbursed for these costs from the proceeds of the Series 2019 Bonds.

Membership Costs

Annual debt service per residential unit on the Series 2019 Bonds is not expected to exceed
$1,200 on average. Annual homeowners association fees per residential unit are currently $6,088 on average (including cable, landscaping, lawn care, and irrigation); annual maintenance and operation fees and common area maintenance fees per residential unit are approximately $N/A (including District administration, club house, restraint, pool, tennis, audits, and personnel). Membership in the Club is not mandatory. It is anticipated that such membership will be $7,913 annually for a couple, and $6,200 for single membership.

Management Agreement

The District has entered into a Country Club Management Agreement with Park Boulevard Management, LLC, a Florida limited liability company (the “Manager") under which the Manager will manage and operate the Club, with authority and responsibility for all facets relating to the management of the operation of the Club.

The [Manager has] [principals of the Manager have] operated the Club on behalf of the prior owner since 2008, and it is expected that the Manager will retain substantially all of the existing supervisors and staff for ongoing operations.

The Management Agreement has an initial two year term, with extensions, and may be terminated without cause by either party upon ninety (90) days notice. The Manager is reimbursed for certain personnel costs related to the Club [and receives a management fee of $ each year.]

Projected Operating Results

The chart below contains the District’s projection of the potential operating results for the Club for the twelve month periods ending 	_, 2019, 2020 and 2021. These projections have been prepared by the District, and have not been reviewed or examined by any independent party. While the District reviewed the operating costs and revenues of the Club for the past three years, as set forth in the audited financial statements for the Club operations during such period, in preparing such projections, there can be no assurance that the expenses or revenues of the Club will be consistent with past results. In addition, the District has made certain assumptions in preparing the projections, which assumptions may not be reflected in actual results.

[Insert Table]

The District will not be required to update the projections set forth above. It is expected that the actual results of operations will be included in the financial statements of the District filed each year pursuant the District’s continuing disclosure obligations. See “CONTINUING DISCLOSURE” below.

THE SERIES 2019 NON-AD VALOREM ASSESSMENTS

The Series 2019 Non-Ad Valorem Assessments

The District will use the uniform method for levy, collection, and enforcement of non-ad valorem assessments set forth in Sections 197.3631, 197.3632, and 197.3635, Florida Statutes, as amended, pursuant to which the District must certify to the Tax Collector a non-ad valorem assessment roll by September 15 of each year. Under the uniform method of collection, the Tax Collector will include on the tax notice issued pursuant to Section 197.3635, Florida Statutes, as amended, the dollar amount of the Series 2019 Non-Ad Valorem Assessments so certified. The District further intends to enter into a written agreement with the Tax Collector in accordance with Section 197.3632(2), Florida Statutes, as amended, in order to permit the Series 2019 Non-Ad Valorem Assessments to be billed and collected by the Tax Collector pursuant to Section 197.3632, Florida Statutes, as amended. See “PLAN OF FINANCE—The Series 2019 Non-Ad Valorem Assessments—Collection and Enforcement Procedures” below. The terms of such agreements are typically for one year, automatically renewable for successive annual periods.

An assessment resolution levying the Series 2019 Non-Ad Valorem Assessments (collectively with other resolutions adopted by the District with respect to the declaration and levy of the Series 2019 Non-Ad Valorem Assessments, the “Assessment Resolution”) will, prior to closing, have been adopted and adjusted by the District. The collection method permits up to a 4% discount for early payment of assessments and the assessment amounts. The Tax Collector and Property Appraiser each charge for billing and collecting the Series 2019 Non-Ad Valorem Assessments (a total cost of 3% under the current agreements).

Simultaneous with the delivery of the Series 2019 Bonds, it is anticipated that the District will enter into a Collection Agreement with PFM Financial Advisors, LLC, to act as collection agent (the “Collection Agent”) to monitor payments of the Series 2019 Non-Ad Valorem Assessments. Pursuant to the Collection Agreement the Collection Agent will maintain a lien book for the assessed properties evidencing the requirements of payment of the Series 2019 Non- Ad Valorem Assessments including any prepayment of the Series 2019 Non-Ad Valorem Assessments on properties subject to the Series 2019 Non-Ad Valorem Assessments. The Collection Agent will be authorized to release the applicable lien upon receipt of each Series 2019 Non-Ad Valorem Assessment. The Collection Agreement establishes procedures for the Collection Agent to monitor the status of properties subject to a Series 2019 Non-Ad Valorem Assessment and requires the Collection Agent to assure delivery of the payment to the Trustee.

Allocation Methodology

Fishkind & Associates, Inc. (as predecessor to PFM Financial Advisors, LLC), has prepared a Master Assessment Methodology Report (included herein as Appendix C), which sets forth an overall method for allocating the special benefit to the District resulting from the financing of the 2019 Project. Such report will be supplemented by PFM Financial Advisors, LLC to reflect the actual interest rates and principal amortization of the Series 2019 Bonds.

The 2019 Project will confer special and peculiar benefits among the various lots and parcels within the District. The District plans to fund the 2019 Project through debt financing. This debt will be amortized by a levy by the Board of Supervisors of the District of the Series 2019 Non-Ad Valorem Assessments, which will be liens on the lands within the boundaries of the District that receive special benefits from the construction and/or acquisition of the 2019 Project (the “Benefited Parcels”). The methodology described below allocates this debt to the Benefited Parcels based upon the special and peculiar benefits each receives from the 2019 Project and the reasonable and fair apportionment of the duty to pay for the Series 2019 Non-Ad Valorem Assessments. See “APPENDIX C—Master Assessment Methodology Report” for additional information regarding the allocation of the Series 2019 Non-Ad Valorem Assessments.

Enforcement and Collection of Assessments

General

The primary source of payment for the Series 2019 Bonds is the collection of Series 2019 Non-Ad Valorem Assessments imposed on the lands within the District specially benefited by the 2019 Project pursuant to the Assessment Proceedings. See “PLAN OF FINANCE—The Series 2019 Non-Ad Valorem Assessments—Assessment Methodology” above and “APPENDIX C— Master Assessment Methodology Report”. To the extent that landowners fail to pay such Series 2019 Non-Ad Valorem Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2019 Bonds. The Act provides for various methods of collection of assessments, including delinquent assessments, by reference to other provisions of the Florida Statutes. The following is a description of certain statutory provisions of non-ad

valorem assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes.

The imposition, levy, and collection of the Series 2019 Non-Ad Valorem Assessments must be done in compliance with the provisions of Florida law. Failure by the District, the Manatee County Tax Collector (“Tax Collector”) or the Manatee County Property Appraiser (“Property Appraiser”) to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Series 2019 Non-Ad Valorem Assessments, as applicable, during any year. Such delays in the collection of Series 2019 Non-Ad Valorem Assessments, or complete inability to collect any Series 2019 Non-Ad Valorem Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2019 Bonds. See “BONDOWNERS’ RISKS” herein. To the extent that landowners fail to pay the Series 2019 Non-Ad Valorem Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to the payment of principal of and interest on the Series 2019 Bonds.

For the Series 2019 Non-Ad Valorem Assessments to be valid, they must meet two requirements: (a) the benefit from the 2019A Project to the lands subject to the Series 2019 Non- Ad Valorem Assessments must exceed or equal the amount of the Series 2019 Non-Ad Valorem Assessments, and (b) the Series 2019 Non-Ad Valorem Assessments must be fairly and reasonably allocated across all such benefitted properties. The Master Assessment Methodology Report certifies that these requirements have been met with respect to the Series 2019 Non-Ad Valorem Assessments. [Furthermore, during the course of the bond validation proceeding, the Court determined that the District’s non-ad valorem assessments were valid and met the requirements of Florida law.]

Pursuant to the Act, and the Assessment Proceedings, the District may collect the Series 2019 Non-Ad Valorem Assessments through a variety of methods. See “BONDOWNERS’ RISKS” herein. The District has covenanted to collect the Series 2019 Non-Ad Valorem Assessments pursuant to the Uniform Method (described below), unless the majority Owner of the Series 2019 Bonds directs the District to collect directly after the occurance of  a default.   See    “ 	”.

Direct Billing & Foreclosure Procedure

As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, the District may directly levy, collect and enforce the Series 2019 Non-Ad Valorem Assessments. In this context, Section 170.10 of the Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a non-ad valorem assessment due, including the Series 2019 Non-Ad Valorem Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the non-ad valorem assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of

municipal tax and assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay Series 2019 Non-Ad Valorem Assessments and the ability to foreclose the lien of such Assessments upon the failure to pay such Series 2019 Non-Ad Valorem Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Series 2019 Non-Ad Valorem Assessments. See “BONDOWNERS’ RISKS” herein.

Certain mortgage lenders have, in recent foreclosure suits brought under Chapter 170, Florida Statutes, by community development districts, plead a defense stating that a foreclosing district must abide by the same one year period as Chapter 173, Florida Statutes, in order to begin foreclosure proceedings. The defense is, apparently, based upon recent amendments to Section 190.026, Florida Statutes, where, in an apparent attempt to clarify that not only Chapter 173, Florida Statutes, was available to districts for foreclosure, but that also Chapter 170, Florida Statutes, was available, that statute’s language became less clear regarding the inapplicability of the one year waiting period for districts employing Chapter 170, Florida Statutes. To the extent that community development districts have taken a position on this, they have generally asserted that the one year waiting period does not apply to Chapter 170, and at least one Circuit Court has agreed.

Uniform Method Procedure

Except as otherwise required by the Indenture, the District will collect the Series 2019 Non- Ad Valorem Assessments using the Uniform Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Series 2019 Non-Ad Valorem Assessments to be levied and then collected in this manner.

If the Uniform Method of collection is used, the Series 2019 Non-Ad Valorem Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, “Taxes and Assessments”), all of which will appear on the tax bill (also referred to as a “tax notice”) issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes and assessments - including the Series 2019 Non-Ad Valorem Assessments - are to be billed, and landowners in the District are required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2019 Non-Ad Valorem Assessments.

All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Series 2019 Non-Ad Valorem Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Series 2019 Non-Ad Valorem Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2019 Bonds.

Under the Uniform Method, if the Series 2019 Non-Ad Valorem Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment.

The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of “tax certificates,” as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. The District cannot give any assurance to the holders of the Series 2019 Bonds that: (a) the past experience of the Tax Collector with regard to tax and assessment delinquencies is applicable in any way to the Series 2019 Non-Ad Valorem Assessments, (b) future landowners and taxpayers in the District will pay such Series 2019 Non-Ad Valorem Assessments, (c) a market will exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (d) the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2019 Non-Ad Valorem Assessments and all other liens that are coequal therewith.

Collection of delinquent Series 2019 Non-Ad Valorem Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of “tax certificates” and remittance of the proceeds of such sale to the District for payment of the Series 2019 Non-Ad Valorem Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus the cost of advertising and the applicable interest charge on the amount of such delinquent Taxes and Assessments. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, penalties and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (not to exceed 18% per annum).

If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax

certificates are issued, or “struck off,” to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum, plus costs and a fee. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2019 Non-Ad Valorem Assessments), interest, costs, and charges on the real property described in the certificate.

Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued (unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above.

Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such person in applying for a

tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.

Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.

If there are no bidders at the public sale, the County may, at any time within ninety
days from the date of offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date of delinquency, unsold lands escheat to the County in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

There can be no guarantee that the Uniform Method will result in the payment of the Series 2019 Non-Ad Valorem Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Series 2019 Non-Ad Valorem Assessments, which are the primary source of payment of the Series 2019 Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See “BONDOWNERS’ RISKS” herein.

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As reported for the years 2008-2018, the following table indicate the amount of County, ad valorem property-related revenue levied and collected:

Manatee County, Florida Property Tax Levies and Collections
Last Ten Fiscal Years

(Amounts in Thousands)

Fiscal Year Ending September 1	Total Tax Levy for the Fiscal Year	
Current Tax Collections	Percent of Levy Collected	

				

				

				

Source: Manatee County Tax Collector and Manatee County Property Appraiser.
Note:	These tax levies are for funds for County purposes, excluding School Board, municipalities, and other independent special districts.

Neither the District nor its counsel have independently investigated or verified the property data in the table above and neither assumes responsibility for the accuracy or completeness of the information contained therein.

Neither the District nor its counsel can give any assurance to the owners of the Series 2019 Bonds that: (1) the past experience of the County with regard to tax or assessment delinquencies as shown above is applicable in any way to the Series 2019 Non-Ad Valorem Assessments, (2) future landowners and taxpayers in the District will pay such Series 2019 Non-Ad Valorem Assessments, (3) a market may exist in the future for the aforementioned tax certificates in the event of sale of such certificates for taxable units within the District, and (4) eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Indenture to discharge the Series 2019 Non-Ad Valorem Assessment lien and all other liens that are coequal therewith.

Prepayment of Assessments

Pursuant to the terms of the Act and the Assessment Proceedings, the owner of property subject to Series 2019 Non-Ad Valorem Assessments may pay the entire balance of the Series 2019 Non-Ad Valorem Assessment remaining due within thirty (30) days after the adoption of the Assessment Proceedings. The Assessment Proceedings also permit property owners to prepay the Series 2019 Non-Ad Valorem Assessments in full, at any time, without penalty, if there is also paid, in addition to the remaining principal balance of the Series 2019 Non-Ad Valorem

Assessment, an amount equal to the interest that would otherwise be due on such balance on the next succeeding Interest Payment Date for the Series 2019 Bonds, or, if prepaid during the forty- five day period preceding such Interest Payment Date, to the next succeeding Interest Payment Date.

Re-Assessment

Pursuant to the Indenture, if any Series 2019 Non-Ad Valorem Assessment is annulled, vacated or set aside, either in whole or in part, by the judgment of any court, or if the District is satisfied that any such Series 2019 Non-Ad Valorem Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District has omitted to make such Series 2019 Non-Ad Valorem Assessment when it might have done so, the District must either (i) take all necessary steps to cause a new Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Series 2019 Non-Ad Valorem Assessment from legally available moneys, which moneys shall be deposited into the applicable 2019 Account in the Revenue Fund. In case such second Assessment are annulled, the District shall obtain and make other Assessments until a valid Assessment is made.

Taxes, Assessments, and Fees

It is currently anticipated that each homeowner within the District will pay annual taxes, assessments, and fees on an ongoing basis as a result of its ownership of property within the Development, including the local ad valorem property taxes and non ad valorem taxes listed above, the Series 2019 Non-Ad Valorem Assessments levied by the District in connection with the financing of the 2019 Project, and maintenance and operation assessments levied by the District. There is a master homeowners association for the District and this association imposes annual fees on homeowners within the District.

Annual debt service per residential unit on the Series 2019 Bonds is not expected to exceed
$1,200 on average. Annual maintenance and operation assessments levied by the District (primarily for costs of operation and management of the District and financial audits) are anticipated to be $   per residential unit.  Annual homeowners association fees per residential  unit are currently $6,088 on average (including [cable], landscaping, lawn care, and irrigation). Membership in the Club is not mandatory.  It is anticipated that such membership will initially be
$7,913 annually for a couple and $6,200 annually for single membership

The Manatee County Tax Collector advises that the 2019 ad valorem tax millage rate for the District was 	.

The District advises that    (_) tax certificates have been sold on residential parcels   within the District within the last three (3) years.

DEBT SERVICE SCHEDULE

		Series 2019 Bonds		
Month/Year	Principal	Interest	Total Annual Debt Service	

Total	

$ 		

$	

$	
Note:	Annual debt service totals are based on May 1 and November 1 payments in each year.
Totals are subject to change due to re-amortizations resulting from prepayments of assessments.

BONDOWNERS’ RISKS

There are certain risks inherent in an investment in bonds secured by non-ad valorem assessments issued by a public authority or governmental body in the State of Florida, certain of which are described above under the caption “Enforcement and Collection of Assessments.” The information appearing under this caption does not purport to summarize all risks that may be associated with purchasing or owning the Series 2019 Bonds and prospective purchasers are advised to read this Official Statement in its entirety for a more complete description of investment considerations relating to the Series 2019 Bonds.

The District has not granted, and may not grant under Florida law, a mortgage or security interest in the Recreational Facilities. Furthermore, the District has not pledged the revenues from the operation of the Recreational Facilities as security for, or a source of payment of, the Series 2019 Bonds. The District has not covenanted to establish rates, fees and charges for the Recreational Facilities at any specified levels.

The remedies available to the Trustee, the District, and Owners of the Series 2019 Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Series 2019 Bonds, including, without limitation, enforcement of the obligation to pay the Series 2019 Non-Ad Valorem Assessments may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds (including Bond Counsel’s approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available respecting the Series 2019 Bonds could have a material adverse impact on the interest of the Owners thereof.

The principal security for the payment of the principal of and interest on the Series 2019 Bonds is the timely collection of the Series 2019 Non-Ad Valorem Assessments. The Series 2019 Non-Ad Valorem Assessments do not constitute a personal indebtedness of the owners of the land subject thereto, but are secured only by a lien on such land. There is no assurance that the owners will be able to pay the Series 2019 Non-Ad Valorem Assessments or that they will pay such Series 2019 Non-Ad Valorem Assessments even though financially able to do so. Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The determination of the benefits to be received by the land within the District as a result of the acquisition by the District of the Recreational Facilities is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. To the extent that the realizable or market value of the land is lower than the assessment of benefits, the ability of the County to sell tax certificates relating to such land may be adversely affected. Such adverse effect could render the District unable to collect Delinquent Series 2019 Non-Ad Valorem

Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the Bonds.

The willingness and/or ability of an owner of land within the District to pay the Series 2019 Non-Ad Valorem Assessments could be affected by the existence of other taxes and assessments imposed upon the land by the District or by the County. County, municipal, school, special district taxes and assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, including the Series 2019 Non-Ad Valorem Assessments, are payable at one time. As referenced above, if a taxpayer does not make complete payment, he or she cannot designate specific line items on the tax bill as deemed paid in full. In such case, the Tax Collector does not accept such partial payment. Therefore, any failure to pay any one line item, whether or not it be the Series 2019 Non-Ad Valorem Assessments, would cause the Series 2019 Non-Ad Valorem Assessments not to be collected to that extent, which could have a significant adverse impact on the District’s ability to make full or punctual payment of Debt Service on the Series 2019 Bonds. Public entities whose boundaries overlap those of the District, such as the County and the County school district, could, without the consent of the owners of the land within the District, impose additional taxes or assessments on the property within the District. As referenced herein, the District may also impose additional assessments which could encumber the property burdened by the Series 2019 Non-Ad Valorem Assessments.

The Series 2019 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2019 Bonds in the event an Owner thereof determines to solicit purchasers of the Series 2019 Bonds. The Series 2019 Bonds are being sold pursuant to exemptions from registration under applicable securities laws. No secondary market may develop and an owner may not be able to resell the Series 2019 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2019 Bonds may be sold. Such price may be lower than that paid by the current Owner of the Series 2019 Bonds, depending on existing market conditions and other factors.

In addition to legal delays that could result from bankruptcy or legal proceedings contesting an ad valorem tax or non-ad valorem assessment, the ability of the District to enforce collection of delinquent Series 2019 Non-Ad Valorem Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Series 2019 Non-Ad Valorem Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. See “SECURITIES BEING OFFERED – Security” herein. If the District has difficulty in collecting the Series 2019 Non-Ad Valorem Assessments, the 2019 Reserve Account could be rapidly depleted and the ability of the District to pay debt service could be materially adversely affected. In addition, during an Event of Default under the Supplemental Indenture, the Trustee may withdraw moneys from the 2019A Reserve Account. and such other Funds, Accounts and subaccounts created under the First Supplemental Indenture, to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact the 2019A Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2019 Non-Ad Valorem

Assessments in order to provide the replenishment of such 2019A Reserve Account. No reserve account has been established for the Series 2019B Bonds.

Owners should note that several mortgage lenders have, in the past, raised legal challenges to the primacy of the liens of assessments in relation to the liens of mortgages burdening the same real property; to the best knowledge of the District (without investigation) in all such cases to date, the applicable courts have held that the assessment liens (like those of the Series 2019 Non-Ad Valorem Assessments) are superior to those of the commercial mortgage lenders.

If the District should commence a foreclosure action against a landowner for nonpayment of applicable Series 2019 Non-Ad Valorem Assessments, such landowners may raise affirmative defenses to such foreclosure action, which although such affirmative defenses would likely be proven to be without merit, could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the applicable owner of the Series 2019 Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of Series 2019 Bond proceeds that can be used for such purpose.

In addition to the general bankruptcy and similar proceedings risks discussed above, a 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the developer/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners’ payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district’s bonds were delayed for two years or longer. The Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an Affected Landowner. See “SECURITIES BEING OFFERED – Security” herein. The District cannot express any view whether such delegation would be enforceable and none of the legal opinions provided in connection with the issuance of the Series 2019 Bonds will opine to the enforceability of such provision.

The Internal Revenue Service (the “IRS”) routinely examines bonds issued by state and local governments, including bonds issued by special districts in Florida and elsewhere. The IRS recently concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the “Audited Bonds”) issued by Village Center Community Development District (the “Village Center CDD”). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum (“TAM”) concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the

further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS’s conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a “proper issuer of tax-exempt bonds” and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.

On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The Treasury announced, in an October 2, 2017 Report to the President (the “Report”), that, “while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly.” The Report indicated, further, that the Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues. The IRS published the Withdrawal of Notice of Proposed Rulemaking on October 20, 2017, in the Federal Register.

The District, unlike Village Center CDD, when formed had a sizable initial electorate including landowners and residents entitled to vote in elections for the Board of Supervisors initially based on the number of parcels owned or occupied, and all the current members of the Board were elected by qualified voters in the District. There can be no assurance, however, that an audit by the IRS of the Series 2019 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law.

Owners of the Series 2019A Bonds are advised that, if the IRS does audit the Series 2019A Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2019A Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the

market value and liquidity of the Series 2019A Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2019A Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax- exempt status of interest on the Series 2019A Bonds would adversely affect the availability of any secondary market for the Series 2019A Bonds. Should interest on the Series 2019A Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2019A Bonds be required to pay income taxes on the interest received on such Series 2019A Bonds and related penalties, but because the interest rate on such Series 2019A Bonds will not be adequate to compensate Owners of the Series 2019A Bonds for the income taxes due on such interest, the value of the Series 2019A Bonds may decline.

THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATE ON THE SERIES 2019A BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2019A BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2019A BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2019A BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2019A BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT.

Since the Series 2019 Bonds have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, if the District is ever deemed, by the IRS, judicially or otherwise, not to be a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers of Series 2019 Bonds may not be able to rely on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), relating to securities issued by political subdivisions. In that event the Owners of the Series 2019 Bonds would need to ensure that subsequent transfers of the Series 2019 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.

Various proposals are mentioned from time to time by members of the Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Series 2019A Bonds, by eliminating or changing the tax- exempt status of interest on certain of such bonds. Whether any of such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Series 2019A Bonds, cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Series 2019A Bonds. See also “TAX MATTERS” herein.

It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renews requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the “Executive Order”) directing the Office of Policy and Budget in the Executive Office of the Governor (“OPB”) to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Series 2019 Bonds. It should be noted that Section 10(p) of the Act provides in pertinent part that “The state pledges to the holders of any bonds issued under this act that it will not limit or alter the rights of the district … to levy and collect the … assessments … and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not in any way impair the rights or remedies of such holders.”

In the event a bank forecloses on property because of a default on the mortgage on any lands within District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the “FDIC”), as receiver will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2019 Non-Ad Valorem Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

There are at least six golf courses in the market area of the golf course comprising a part of the Recreational Facilities which may compete with the golf course for fee-for-play usage. While the payment of debt service on the Series 2019 Bonds is not dependent upon revenues derived from the operation of the golf course and other recreational facilities, the payment of the operating and maintenance expenses on the golf course will depend to a large extent upon the receipt of such revenues. The District has not covenanted in the Indenture to impose any non-ad valorem assessments for the operation and maintenance of the golf course upon the residents of the District. In the event that revenues are insufficient to pay the operation and maintenance expenses of the golf course or other recreational facilities and the District does not impose non-ad valorem assessments or taxes to fund such operation and maintenance, it may be necessary to curtail or cease the operation of the golf course or other recreational facilities. It is not possible to predict what impact, if any, such curtailment or cessation of operations would have on the willingness of the residents to continue to pay the Series 2019 Non-Ad Valorem Assessments in a timely fashion.

ADVISORS AND CONSULTANTS

The District has retained certain advisors and consultants in connection with the issuance of the Series 2019 Bonds. These advisors and consultants are compensated from a portion of the

proceeds of the Series 2019 Bonds, identified as “Cost of Issuance” under the heading “SOURCES AND USES OF FUNDS” herein, and their compensation is, except for the payment of fees to District Counsel and the Financial Advisor, contingent upon the issuance of the Series 2016 Bonds and the receipt of the proceeds thereof.

Financial Advisor and Methodology Consultant. The District has retained PFM Financial Advisors LLC, Orlando, Florida, as financial advisor (the “Financial Advisor”) in connection with the preparation of the District’s plan of financing The Financial Advisor is not obligated to undertake and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement.

The District has also retained PFM Financial Advisors LLC, Orlando, Florida, as assessment methodology consultant (the “Methodology Consultant”) with respect to the allocation of the Series 2019 Non-Ad Valorem Assessments and preparation of the Master Assessment Methodology Report attached as Appendix C. Appendix C should be read in its entirety for complete information with respect to the subjects discussed therein

Bond Counsel. Greenberg Traurig P.A., Miami, Florida, represents the District as Bond Counsel with respect to the issuance of the Series 2019 Bonds.

Disclosure Counsel. Akerman LLP, Jacksonville, Florida, represents the District as Disclosure Counsel with respect to the issuance of the Series 2019 Bonds. As Disclosure Counsel, Akerman LLP is not obligated to undertake and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement.

LEGAL MATTERS

All legal matters related to the authorization, issuance, sale and delivery of the Series 2019 Bonds are subject to the approval of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel. Akerman LLP, Jacksonville, Florida, is acting as disclosure counsel to the District with respect to the Series 2019 Bonds. Certain legal matters will be passed upon for the District by its counsel, Blalock Walters P.A., Sarasota, Florida, and for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida.

Validation

The Series 2019 Bonds were validated by final judgment of the Circuit Court of Manatee County, Florida entered on September 16, 2019, the appeal period for which has expired with no appeal having been taken.

Enforceability of Remedies

The remedies available to the owners of Series 2019 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions that are often subject to

discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by the Indenture may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors, whether enacted before or after such delivery.

Litigation

There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Series 2019 Bonds, or in any way contesting or affecting the validity of the Series 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2019 Bonds, or the existence or powers of the District.

Disclosure Required by Florida Blue Sky Regulations

Section 517.051, Florida Statutes, as amended, and the regulations promulgated thereunder (the “Disclosure Act”) requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975. The District is not and has never been in default as to principal and interest on its bonds or other debt obligations.

TAX MATTERS

General

The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements that the District must continue to meet after the issuance of the Series 2019A Bonds in order that the interest on the Series 2019A Bonds be and remain excludable from gross income for federal income tax purposes. The District’s failure to meet these requirements may cause the interest on the Series 2019A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2019A Bonds. The District has covenanted in the Bond Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2019A Bonds.

In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications of the District and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, the interest on the Series 2019A Bonds is excludable from gross income of the holders thereof for federal income tax purposes; further interest on the Series 2019A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals.

Interest on the Series 2019B Bonds is not excludable from gross income for federal income tax purposes and Bond Counsel will not deliver a federal tax opinion with respect thereto.

Bond Counsel is further of the opinion that the Series 2019A Bonds and the income thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income, or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their own tax advisors as to the status of interest on the Series 2019A Bonds under the tax laws of any state other than the State.

The above opinion on federal tax matters with respect to the Series 2019A Bonds will be based on and will assume the accuracy of certain representations and certifications of the District, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2019A Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other consequences regarding the Series 2019A Bonds.

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2019A Bonds, or the ownership or disposition of the Series 2019A Bonds. Prospective purchasers of Series 2019A Bonds should be aware that the ownership of Series 2019A Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2019A Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Series 2019A Bonds, (iii) the inclusion of the interest on the Series 2019A Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest on the Series 2019A Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and (v) the inclusion of interest on the Series 2019A Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their own tax advisors as to the impact of these other tax consequences.

Bond Counsel’s opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date of issuance of the Series 2019A Bonds. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinion

is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel’s professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

Original Issue Discount and Premium

Certain of the Series 2019A Bonds (“Discount Bonds”) may be offered and sold to the public at an original issue discount (“OID”). OID is the excess of the stated redemption price at maturity (the principal amount) over the “issue price” of a Discount Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial offering price to the public (other than to bond houses and brokers) at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excludable from the owner’s gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2019A Bonds, and (ii) is added to the owner’s tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale, or other disposition of that Discount Bond.

Certain of the Series 2019A Bonds (“Premium Bonds”) may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner’s gain or loss on the sale, redemption (including redemption at maturity), or other disposition of a Premium Bond, the owner’s tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond.

Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.

Changes in Federal and State Tax Law

From time to time, there are legislative proposals suggested, debated, introduced, or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on the Series 2019A Bonds, or adversely affect the market price or marketability of the Series 2019A Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.

Information Reporting and Backup Withholding

Interest paid on tax-exempt bonds such as the Series 2019A Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2019A Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2019A Bonds, under certain circumstances, to “backup withholding” at the rates set forth in the Code, with respect to payments on the Series 2019A Bonds and proceeds from the sale of Series 2019A Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2019A Bonds. This withholding generally applies if the owner of Series 2019A Bonds (i) fails to furnish the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner’s securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2019A Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

MISCELLANEOUS

Any statements made in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.

The references herein to the Series 2019 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions; however Bond Counsel will opine that such summaries are fair and accurate summaries of the matters purported to be summarized herein.

This Official Statement is submitted in connection with the sale of the Series 2019 Bonds and may not be reproduced or used, as a whole or as a part, for any other purpose. This Official Statement is not to be construed as a contract with the purchaser or the Owners or Beneficial Owners of any of the Series 2019 Bonds.

Suitability for Investment

Investment in the Series 2019 Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized to give any information or make any representations, other than those contained in this Official Statement. Additional information will be made available to each prospective investor, including the benefit of a site visit to the District as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2019 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions. Such requests should be directed to: Hank Fishkind, fishkindh@PFM.com, telephone 407-723-5900.

Ratings

S&P Global Ratings is expected to assign a municipal bond ratings of “AA” to the Series 2019 Bonds based upon the BAM Policy. Any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. Certain information and materials not included in the Official Statement were furnished to the rating agencies. No application for an underlying rating of the Series 2019 Bonds has been made to any rating agency, nor is there any reason to believe that the District would have been successful in obtaining an investment grade rating for the Series 2019 Bonds had application been made. regard to whether a municipal bond insurance policy is obtained for the Series 2019 Bonds. The ratings of the Series 2019 Bonds reflect only the respective view of such organizations. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by any or all of such rating agencies if, in the judgment of any or all of them, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2019 Bonds.]

Continuing Disclosure

To assist the Original Purchaser in complying with the Rule, simultaneously with the issuance of the Series 2019 Bonds, the District will enter into a Continuing Disclosure Agreement with PFM Financial Advisors, LLC, as dissemination agent (the “Continuing Disclosure Agreement”) substantially in the form attached hereto as “APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT” attached hereto. The District, as an “obligated person” under the Rule, will covenant in the Continuing Disclosure Agreement to provide certain financial information and operating data relating to the Series 2019 Bonds (the “Reports”), and to provide notices of the occurrence of certain enumerated events. The Reports and notices of certain enumerated events, when and if they occur, shall be timely filed by the District with the Electronic Municipal Market Access system. The specific nature of the financial information, operating data, and the type of events which trigger a disclosure obligation, and other details of the District’s undertakings are more fully described in “APPENDIX E FORM OF CONTINUING

DISCLOSURE AGREEMENT” attached hereto. Failure to comply with the requirements of the Continuing Disclosure Agreement will not result in an Event of Default under the Indenture.

The District has not previously been a party to any continuing disclosure undertaking. With respect to the Series 2019 Bonds, no party other than the District is obligated to provide, nor is expected to provide, any continuing disclosure information at this time, as more fulling described in “APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT” attached
hereto.

Original Purchaser

The  Series  2019  Bonds  are  being  purchased  from  the District by 	(the
“Original Purchaser”) as the successful bidder at public sale. The Original Purchaser has agreed to purchase the Series 2019 Bonds from the District at a purchase price of par less Original Purchaser’s discount of $ 	less net original issue discount in the amount of $ 	. The Original Purchaser’s obligations are subject to certain conditions precedent and the Original Purchaser will be obligated to purchase all the Series 2019 Bonds if any are purchased. The yields shown on the inside cover page of this Official Statement were furnished by the Original Purchaser. All other information concerning the nature and terms of any re-offering should be obtained from the Original Purchaser and not from the District.

Financial Statements of the District

Attached hereto as “APPENDIX A” is a copy of the District’s most recent financial statements. Such financial statements have not been audited or reviewed by any independent firm. Because the District was formed in August, 2018, no audit was required of any prior financial statements of the District. Commencing with the District’s financial statements for the fiscal year 2019-2020, the District will retain independent accountants to audit its financial statements.

The Series 2019 Bonds are payable solely from the Series 2019 Pledged Revenues as described herein. The general purpose financial statements included in APPENDIX A are presented for general information purposes only.

Information Relating to the District

Beginning October 1, 2015, special districts in Florida must have a separate website with certain information as set forth in Section 189.069, Florida Statutes. Under such statute, each district must post its proposed budget and final budget and a link to the auditor general’s website (and the district’s audit) on a district website or the website of the municipal or county government. The District has a website and it is https:// universityparkrd.com.

Accuracy and Completeness of Official Statement

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of

fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2019 Bonds.

The information and expression of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the District from the date hereof. However, certain parties to the transaction will, at the closing of the Series 2019 Bonds, deliver certificates certifying from the date of the Official Statement to the date of closing of the Series 2019 Bonds that there has been no material adverse change in the information provided.

This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The appendices hereof are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements.

Certificate Concerning Official Statement

We, the undersigned Chairman and Secretary of University Park Recreation District, DO HEREBY CERTIFY that (i) we have reviewed this Official Statement and that to the best of the knowledge and belief of each of us the statements herein are true and correct; (ii) nothing has come to the attention of either of us that would lead either of us to believe that this Official Statement contains an untrue statement of a material fact or omits to state a material fact that should be included herein for the purpose for which this Official Statement is intended to be used, or that is necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading.

UNIVERSITY PARK RECREATION DISTRICT	

By:	
/s/		
	Chairperson	

Appendix A

University Park Recreation District Financial Statements Fiscal Year 2017-2018 (Unaudited)

Appendix B Form of Indenture

Appendix C

Master Assessment Methodology Report

Appendix D

Form of Opinion of Bond Counsel

Appendix E

Form of Continuing Disclosure Agreement

Appendix F

Specimen Municipal Bond Insurance Policy

RULE 15c2-12 CERTIFICATE
University Park Recreation District
$24,000,000* Non-Ad Valorem Assessment Bonds, Series 2019
The undersigned hereby certifies and represents that he is the Designated Member of the Board of Supervisors of University Park Recreation District (the "District") and is authorized to execute and deliver this Certificate, and further certifies on behalf of the District as follows :
This Certificate is delivered to enable the Underwriter to comply with Rule 15c2- 12 under the Securities Exchange Act of 1 934 (the "Rule") in connection with the offering and sale of the above captioned Bonds (the "Series 20 19 Bonds").
In connection with the offering and sale of the Series 2019 Bonds, there has been prepared a Preliminary Official Statement, dated the date hereof, setting forth information concerning the Series 20 19 Bonds and the District (the "Preliminary Official Statement").
As used herein, "Permitted Omissions" shall mean the offering price, interest rate, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the Underwriter and other terms of the Series 2019 Bonds depending on such matters.
The undersigned hereby deems the Preliminary Official Statement "final" as of its date, within the meaning of the Rule, except for the Permitted Omissions, and the information therein is accurate and complete except for the Permitted Omissions.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this _ day of November, 2019.

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UNIVERSITY PARK RECREATION DISTRICT
/,11Md,
Designated Member

* Preliminary, subject to change

EXHIBIT G
FORM OF CONTINUING DISCLOSURE AGREEMENT

G- 1

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this “Disclosure Agreement”) dated as of November , 2019 is executed and delivered by the University Park Recreation District (the “Issuer” or the “District”) and PFM Financial Advisors, LLC, a [Delaware] limited liability company, as dissemination agent (the “Dissemination Agent”) in connection with the Issuer’s Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt) and Non-Ad Valorem Assessment Bonds, Series 2019B (Taxable) (the “Bonds”). The Bonds are secured pursuant to a Master Trust Indenture dated as of November 1, 2019 (the “Master Indenture”) and a First Supplemental Trust Indenture dated as of November 1, 2019 (the “First Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each entered into by and between the Issuer and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Orlando, Florida, as trustee (the “Trustee”). The Issuer and the Dissemination Agent covenant and agree as follows:

Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Purchaser (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer to provide additional information, the Issuer agrees to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:

“Annual Filing Date” means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.

“Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

“Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Assessment Area” shall mean that portion of the District lands subject to Non-Ad Valorem Assessments.

“Audited Financial Statements” means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

“Audited Financial Statements Filing Date” means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report.

“Beneficial Owner” shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

“Business Day” means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.

“Disclosure Representative” shall mean the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent.

“Dissemination Agent” shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 7 hereof. Governmental Management Services LLC has been designated as the initial Dissemination Agent hereunder.
“District Manager” shall mean PFM Advisors, LLC, and its successors and assigns. “EMMA” means the Electronic Municipal Market Access system for municipal securities
disclosures located at http://emma.msrb.org/.

“EMMA Compliant Format” shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.

“Financial Obligation” means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

“Fiscal Year” shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” means the Municipal Securities Rulemaking Board.

“Non-Ad Valorem Non-Ad Valorem Assessments” shall mean the non-ad valorem Series 2019A Non-Ad Valorem Assessments pledged to the payment of the Bonds pursuant to the Indenture.

“Official Statement” shall mean that Official Statement dated November , 2019,  prepared in connection with the issuance of the Bonds.

“Purchaser” shall mean _ 	.

“Repository” shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC’s website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal. As used herein, “Repository” shall include the State Repository, if any.

“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has and may be amended from time to time.

“SEC” means the Securities and Exchange Commission. “State” shall mean the State of Florida.
“State Repository” shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.

Provision of Annual Reports.

Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than one hundred eighty (180) days after the close of the Issuer’s Fiscal Year (the “Annual Filing Date”), commencing with the Annual Report for the Fiscal Year ending September 30, 2019. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer’s Fiscal Year (the “Audited Financial Statements Filing Date”). The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited

Financial Statements Filing Date, if applicable. If the Issuer’s Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5.
If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 5(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.

If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 5(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.

The Dissemination Agent shall:

determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statement has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.

All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.

Content of Annual Reports.

Each Annual Report shall contain the following Annual Financial Information with respect to the Issuer:

The amount of Non-Ad Valorem Assessments levied for the most recent prior Fiscal Year.

The amount of Non-Ad Valorem Assessments collected during the most recent prior Fiscal Year.

If available, the amount of delinquent Non-Ad Valorem Assessments greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Non-Ad Valorem Assessments due in any year, a list of delinquent property owners.

If available, the amount of tax certificates sold for lands within the Issuer, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

The most recent Audited Financial Statements of the Issuer.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

To the extent any of the items set forth in subsections (i) through (iv) above are included in the Audited Financial Statements referred to in subsection (v) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered more than 180 days after the close of the Issuer’s Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including Official Statements and official statements of debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.

The Issuer agrees to supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer and others. The Dissemination Agent’s duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer or others as thereafter disseminated by the Dissemination Agent.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Reporting of Significant Events.

This Section 5 shall govern the giving of notices of the occurrence of any of the following Listed Events:

Principal and interest payment delinquencies;

Non-payment related defaults, if material;

Unscheduled draws on the Series 2019A Reserve Account or the Series 2019B Reserve Account reflecting financial difficulties;

Unscheduled draws on credit enhancements reflecting financial

difficulties; perform;

Substitution  of  credit  or  liquidity  providers,  or  their  failure  to

Adverse tax opinions, the issuance by the Internal Revenue Service

of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Modifications to rights of Bond holders, if material;

Bond calls, if material, and tender offers;

Defeasances;

Release, substitution, or sale of property securing repayment of the

Bonds, if material;

Rating changes;

Bankruptcy, insolvency, receivership or similar event of the Issuer

(which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer);

Consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the

termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer, any of which reflect financial difficulties;

Failure to provide (A) any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, or
(B) any report of a Listed Event that contains, in all material respects, the information required to be included therein under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws; and

Any amendment to the accounting principles to be followed in preparing financial statements as required pursuant to Section 4 hereof.

The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Event described in Section 5(a)(xvii) and (xviii), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice by the Issuer to the Dissemination Agent shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is in compliance within the filing dates provided within this Section 5(b)).

If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.

Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.

Dissemination Agent. Upon termination of the Dissemination Agent’s services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the

Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be PFM Financial Advisors, LLC. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of PFM Financial Advisors, LLC. PFM Financial Advisors, LLC may terminate its role as Dissemination Agent at any time upon delivery of thirty (30) days prior written notice to the District.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Disclosure Representative or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Purchaser or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent’s duties do not include

authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA compliant format.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Trustee, the Purchaser and the Owners of the Bonds (the Dissemination Agent, the Trustee, Purchaser and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.

Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the County Tax Collector and the Issuer’s most recent adopted budget.

Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Manatee County, Florida.

Counterparts. This Disclosure Agreement may be executed in several counterparts and by PDF signature and all of which shall constitute but one and the same instrument.

Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.

Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement..

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

[SEAL]

UNIVERSITY PARK RECREATION DISTRICT, AS ISSUER

ATTEST:

By:			 Secretary

By:			 Chairperson, Board of Supervisors

PFM FINANCIAL ADVISORS. LLC, and its
successors and assigns, AS DISSEMINATION AGENT

By:		 Name:		 Title:   		

CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER
PFM FINANCIAL ADVISORS. LLC, AS DISTRICT MANAGER

By:	 Name:	 Title:  	

Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only:

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

By:	 Name:	 Title:  	

EXHIBIT A

FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE [ANNUAL REPORT]
[AUDITED FINANCIAL STATEMENTS][QUARTERLY REPORT]

Name of Issuer:	University Park Recreation District

Name of Bond Issue:	Non-Ad Valorem Assessment Bonds, Series 2019A (Tax-Exempt)
Non-Ad Valorem Assessment Bonds, Series 2019b (Taxable) Original Date of Issuance:	November , 2019
CUSIP Numbers:	 	

NOTICE IS HEREBY GIVEN that the Issuer has not provided an [Annual Report] [Audited Financial Statements] with respect to the above-named Bonds as required by [Section 3] [Section 4] of the Continuing Disclosure Agreement dated November , 2019, by and between  the Issuer and the Dissemination Agent named therein. The Issuer has advised the undersigned that it anticipates that the [Annual Report] [Audited Financial Statements] will be filed by
 	, 20 . Dated:  		
 	, as Dissemination Agent

By:		 Name:  	
Title:  	

cc:	Issuer Trustee