HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT $14,435,000 (St. Johns County, Florida) Special Assessment Refunding Bonds, Series 2015

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1 NEW ISSUE BOOK ENTRY ONLY RATING: S&P BBB (Stable Outlook) (See RATING herein) In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions and assuming the continuing compliance with certain covenants and the accuracy of certain representations, (a) interest on the Series 2015 Bonds will be excludable from gross income for federal income tax purposes, (b) interest on the Series 2015 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (c) interest on the Series 2015 Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations, and (d) the Series 2015 Bonds and the interest thereon will not be subject to taxation under the laws of the State of Florida, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. For a more complete description of such opinions of Bond Counsel, see TAX MATTERS herein. HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT $14,435,000 (St. Johns County, Florida) Special Assessment Refunding Bonds, Series 2015 Dated: Date of original issuance Due: May 1, as shown on the inside cover. The Heritage Landing Community Development District Special Assessment Refunding Bonds, Series 2015 (the Series 2015 Bonds ) are being issued by the Heritage Landing Community Development District (the District ) pursuant to a Master Trust Indenture dated as of May 1, 2005 (the Master Indenture ) between the District and U.S. Bank National Association, as successor in trust to SunTrust Bank, as trustee (the Trustee ), as supplemented by a Second Supplemental Trust Indenture dated as of March 1, 2015, from the District to the Trustee (the Supplemental Indenture and, together with the Master Indenture, the Indenture ). The Series 2015 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiple thereof. The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the Act ) and Ordinance No of St. Johns County, Florida. The Series 2015 Bonds are payable from and secured by the Pledged Revenues, which consist of (a) all revenues received by the District from the Series 2015 Special Assessments levied and collected on that portion of the District Lands benefited by the projects financed with proceeds of the Refunded Bonds (as hereinafter defined), including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2015 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2015 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture other than any moneys transferred to the Rebate Fund or investment earnings thereon. See SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2015 BONDS and THE SERIES 2015 ASSESSMENT AREA. The Series 2015 Bonds, when issued, will be registered in the name of Cede & Co., as the owner and nominee for The Depository Trust Company ( DTC ), New York, New York. Purchases of beneficial interests in the Series 2015 Bonds will be made in book entry only form. Accordingly, principal of and interest on the Series 2015 Bonds will be paid from the sources provided below by the Trustee directly to Cede & Co. as the nominee of DTC and the registered owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of Direct Participants and the Indirect Participants, as more fully described herein. Any purchaser as a beneficial owner of a Series 2015 Bond must maintain an account with a broker or dealer who is, or acts through, a Direct Participant to receive payment of the principal of and interest on such Series 2015 Bond. See DESCRIPTION OF THE SERIES 2015 BONDS Book Entry Only System herein. The Series 2015 Bonds will bear interest at the fixed rates set forth herein, calculated on the basis of a 360 day year comprised of twelve thirty day months. Interest on the Series 2015 Bonds is payable semi annually on each May 1 and November 1, commencing May 1, The Series 2015 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See DESCRIPTION OF THE SERIES 2015 BONDS Redemption Provisions herein. The Series 2015 Bonds are being issued to, together with other legally available moneys of the District: (i) currently refund and redeem all of the District s Outstanding Special Assessment Bonds, Series 2005 (the Refunded Bonds ) currently Outstanding in the aggregate principal amount of $14,455,000; (ii) pay certain costs associated with the issuance of the Series 2015 Bonds; (iii) pay the interest coming due on the Series 2015 Bonds on May 1, 2015 and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015; and (iv) make a deposit into the Series 2015 Debt Service Reserve Account for the benefit of all of the Series 2015 Bonds. THE SERIES 2015 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, ST. JOHNS COUNTY, FLORIDA (THE COUNTY ), THE STATE OF FLORIDA (THE STATE ), NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2015 BONDS; EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2015 SPECIAL ASSESSMENTS (AS DEFINED HEREIN) TO SECURE AND PAY THE SERIES 2015 BONDS. THE SERIES 2015 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION. THE SERIES 2015 BONDS INVOLVE A DEGREE OF RISK (SEE BONDOWNERS RISKS HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS (SEE SUITABILITY FOR INVESTMENT, AND BONDOWNERS RISKS HEREIN). THE SERIES 2015 BONDS ARE NOT CREDIT ENHANCED. This cover page contains information for quick reference only. It is not a summary of the Series 2015 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2015 Bonds are offered for delivery when, as and if issued by the District and accepted by MBS Capital Markets, LLC, the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt of the opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, as to the validity of the Series 2015 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping, Green & Sams, P.A., Tallahassee, Florida and for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida. Certain legal matters will be passed upon for the Underwriter by its counsel, Akerman LLP, Orlando, Florida. It is expected that the Series 2015 Bonds will be available for delivery through the facilities of The Depository Trust Company in New York, New York on or about March 26, MBS Capital Markets, LLC Dated: March 19, 2015

2 MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS 1 $6,150,000 Serial Series 2015 Bonds Maturity Date (May 1) Amount Rate Yield Price Initial CUSIP No $ 490, % 1.090% YAD , % 1.520% YAE , % 2.000% YAF , % 2.350% YAG , % 2.630% YAH , % 2.920% YAJ , % 3.240% YAK , % 3.480% YAL , % 3.690% YAM , % 3.770% YAN , % 3.870% YAP6 $3,705,000, 4.20% Term Bonds Due May 1, 2031, Yield 4.24%, Price , CUSIP 42725YAQ4 $4,580,000, 4.35% Term Bonds Due May 1, 2036, Yield 4.43%, Price , CUSIP 42725YAR2 1 The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Official Statement.

3 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Bret Sovine, Chair Kathy Shippey, Vice Chair Dallas Dunn, Assistant Secretary Elmer O. Bley, Assistant Secretary Virginia Moore, Assistant Secretary DISTRICT MANAGER AND ASSESSMENT CONSULTANT Rizzetta & Company, Inc. Tampa, Florida DISTRICT COUNSEL Hopping Green & Sams, P.A. Tallahassee, Florida BOND COUNSEL Greenberg Traurig, P.A. Miami, Florida

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5 REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized by the District, the State of Florida or the Underwriter 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 any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the District, the District Manager, and other sources that are believed by the Underwriter to be reliable. The Underwriter has reviewed the information in this Official Statement in accordance with and, as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guaranty the accuracy or completeness of such information. The District and the Assessment Consultant will, at closing, deliver certificates certifying that certain of the information each supplied does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change with respect to the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2015 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 2015 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, ST. JOHNS COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2015 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2015 SPECIAL ASSESSMENTS (AS DEFINED HEREIN) TO SECURE AND PAY THE SERIES 2015 BONDS. THE SERIES 2015 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION. Statements contained herein that are not purely historical are forward-looking statements, including statements regarding the District's expectations, hopes, intentions or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included herein are based on information available on the date hereof, and the District assumes no obligation to update any such forwardlooking statements. Such forward-looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the District. Actual results could differ materially from those discussed in such forward-looking statements, and therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITE [ THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITE.

6 Certain information in this Official Statement has been provided by The Depository Trust Company, New York, New York ("DTC"). The District has not provided information in this Official Statement with respect to DTC and does not certify as to the accuracy or sufficiency of the disclosure policies of or content provided by DTC and is not responsible for the information provided by DTC. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE DISTRICT OR THE UNDERWRITER AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2015 BONDS.

7 TABLE OF CONTENTS INTRODUCTION... 1 SUITABILITY FOR INVESTMENT... 2 PLAN OF REFUNDING... 2 VERIFICATION... 2 THE DISTRICT... 3 General... 3 Legal Powers and Authority... 3 Board of Supervisors... 3 District Manager and Other Consultants... 4 DESCRIPTION OF THE SERIES 2015 BONDS... 4 General Description... 4 Redemption Provisions... 5 Notice of Redemption... 6 Effect of Notice of Redemption... 6 Book-Entry Only System... 6 SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2015 BONDS... 8 General... 8 Limitation On Additional Bonds... 9 Funds and Accounts... 9 Reserve Account Requirement; Series 2015 Debt Service Reserve Account... 9 Flow of Funds Investment Earnings Enforcement and Collection of Series 2015 Special Assessments Re-Assessment ENFORCEMENT OF ASSESSMENT COLLECTIONS Tax Collection Procedures Uniform Method Tax Collection Procedure Foreclosure BONDOWNERS' RISKS ESTIMATED SOURCES AND USES OF FUNDS DEBT SERVICE REQUIREMENTS OUTSTANDING INDEBTEDNESS THE REFUNDED PROJECT THE SERIES 2015 ASSESSMENT AREA General Assessed Values Value to Lien Ratios Taxpayer Concentration Collection History Page i

8 TAX MATTERS General Matters Original Issue Discount Original Issue Premium Information Reporting and Backup Withholding Changes in Federal and State Tax Law DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS VALIDATION LITIGATION CONTINUING DISCLOSURE UNDERWRITING LEGAL MATTERS AGREEMENT BY THE STATE FINANCIAL STATEMENTS CONTINGENT AND OTHER FEES RATING EXPERTS MISCELLANEOUS APPENDICES: Appendix A Appendix B Appendix C Appendix D Appendix E Supplemental Assessment Report Master Trust Indenture and Form of Second Supplemental Trust Indenture Form of Opinion of Bond Counsel Form of Continuing Disclosure Certificate Audited Financial Statements of the District for Fiscal Year Ended September 30, 2013 ii

9 OFFICIAL STATEMENT relating to HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT $14,435,000 Special Assessment Refunding Bonds, Series 2015 INTRODUCTION The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth certain information concerning the Heritage Landing Community Development District (the "District") in connection with the offering and issuance by the District of its Special Assessment Refunding Bonds, Series 2015 (the "Series 2015 Bonds"). The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), and Ordinance No of St. Johns County, Florida (the "Ordinance"). The District was established for the purposes, among other things, of financing and managing the planning, acquisition, construction, maintenance and operation of the public infrastructure necessary for community development of the District. The Series 2015 Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of May 1, 2005 (the "Master Indenture"), between the District and U.S. Bank National Association, as successor in trust to SunTrust Bank, as trustee (the "Trustee"), as supplemented by a Second Supplemental Trust Indenture, dated as of March 1, 2015 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture") and resolutions of the District authorizing the issuance of the Series 2015 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 copy of the Master Indenture or the form of the Supplemental Indenture, copies of both of which are provided in APPENDIX B attached hereto. THE SERIES 2015 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS (SEE "SUITABILITY FOR INVESTMENT," AND "BONDOWNERS' RISKS" HEREIN). THE SERIES 2015 BONDS ARE NOT CREDIT ENHANCED. PROSPECTIVE INVESTORS IN THE SERIES 2015 BONDS ARE INVITED TO VISIT THE DISTRICT AND TO REQUEST FROM THE DISTRICT 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 "SUITABILITY FOR INVESTMENT." The Act authorizes the District to issue bonds for the purpose, among others, of financing, refinancing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining water management, water supply, sewer and wastewater management, bridges or culverts, district roads, street lights and other basic infrastructure projects within or without the boundaries of the District, as provided in the Act. Consistent with the requirements of the Indenture and the Act, the Series 2015 Bonds are being issued to, together with other legally available moneys of the District: (i) currently refund and redeem all of the District's Outstanding Special Assessment Bonds, Series 2005 (the "Refunded Bonds") currently Outstanding in the aggregate principal amount of $14,455,000; (ii) pay certain costs associated with the issuance of the Series 2015 Bonds; (iii) pay the interest coming due on the Series 2015 Bonds on May 1, 2015 and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015; and (iv) make a deposit into the Series 2015 Debt Service Reserve Account for the benefit of all of the Series 2015 Bonds. The Refunded Bonds were issued in the original principal amount of $17,305,000 for the construction, installation and equipping of a portion of the Refunded Project (as defined herein). See "THE REFUNDED PROJECT" herein. THE SERIES 2015 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER

10 THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, ST. JOHNS COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2015 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2015 SPECIAL ASSESSMENTS (AS DEFINED HEREIN) TO SECURE AND PAY THE SERIES 2015 BONDS. THE SERIES 2015 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION. There follows in this Official Statement a brief description of the District, together with summaries of the terms of the Series 2015 Bonds, the Indenture, the Series 2015 Assessment Area, 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 2015 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture, the form of which appears as Appendix B attached hereto. SUITABILITY FOR INVESTMENT Investment in the Series 2015 Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter 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, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2015 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions. Such requests should be directed to: Brett Sealy MBS Capital Markets, LLC 152 Lincoln Avenue Winter Park, Florida Ph: (407) ext. 303 (office) PLAN OF REFUNDING Concurrently with the delivery of the Series 2015 Bonds, a portion of the proceeds of the Series 2015 Bonds and other available District moneys, will be applied to the refunding of the Refunded Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. To effect the refunding of the Refunded Bonds, the District will enter into an escrow deposit agreement (the "Escrow Agreement") with U.S. Bank National Association, as escrow agent (the "Escrow Agent"). Pursuant to the terms of the Escrow Agreement, the District will deposit with the Escrow Agent a portion of the proceeds of the Series 2015 Bonds and other available District moneys to refund the Refunded Bonds. Such proceeds and other available moneys will be held uninvested by the Escrow Agent until applied to redeem the Refunded Bonds on April 27, 2015 (the "Redemption Date"). Upon execution and delivery of the Escrow Agreement and the deposit of such proceeds and other available moneys into the Escrow Deposit Trust Fund, all as provided in the Escrow Agreement, in the opinion of Bond Counsel, rendered in reliance on the report of Causey Demgen & Moore P.C. (see "VERIFICATION" herein), the Refunded Bonds will no longer be deemed Outstanding pursuant to the Master Indenture and applicable supplemental indenture. The moneys and securities, if any, held pursuant to the Escrow Agreement will not be available to pay debt service on the Series 2015 Bonds. VERIFICATION As of the delivery date of the Series 2015 Bonds, Causey Demgen & Moore P.C., certified public accountants, (the "Verification Agent") will verify the mathematical accuracy of the computations contained in 2

11 schedules provided by MBS Capital Markets, LLC, to determine that the cash deposit to be held in the Escrow Fund will be sufficient to pay, on April 27, 2015, the principal of and interest on the Refunded Bonds. General THE DISTRICT The District is a local unit of special purpose government, which was established June 22, 2004 by the Ordinance. The District boundaries encompass approximately 597 acres. The District is located within an unincorporated area of the County on County Road 13 approximately five (5) miles from the interchange of International Golf Parkway and Interstate 95. The Development is situated within a much larger master-planned development known as World Golf Village, the centerpiece of which is the World Golf Hall of Fame. Downtown Jacksonville is approximately twenty-five (25) miles to the north and historic St. Augustine is approximately thirteen (13) miles to the southeast. The Development is also located approximately two (2) miles east of the St. Johns River, approximately ten (10) miles west of the Intracoastal Waterway and approximately twelve (12) miles west of the Atlantic Ocean. Legal Powers and Authority The District is an independent unit of local government created by and established in accordance with the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of community development districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operations and maintenance of the major infrastructure for community development. Among other provisions, the Act gives the District's Board of Supervisors the authority to (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and waste-water management systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) District roads equal to or exceeding the applicable specification of the County; (iv) street lights; (v) landscaping; (vi) hardscape; and (vii) other improvements; (b) borrow money and issue bonds of the District; (c) impose and enforce special assessments liens as provided in the Act; and (d) exercise all other powers necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the Act. The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits; these functions are to be performed by general purpose local governments having jurisdiction over the lands within the District. The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with such bonds, including the Series 2015 Bonds. Board of Supervisors Pursuant to the Act the governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). The District's current Supervisors are listed below. Ownership of the land within the District initially entitled the owner to elect Supervisors to the Board based on a one vote per acre basis (with fractions thereof rounded upward to the nearest whole number). After six (6) years from the date of establishment and in the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected (as their terms expire) by vote of the qualified electors of the District. A qualified elector is a registered voter, a resident of the District and the State and a citizen of the United States. When the Refunded Bonds were approved and issued to finance the Refunded Project, all the Supervisors on the Board of the District were elected by the landowners. The current 3

12 Board of Supervisors have been elected by qualified electors. If there is a vacancy on the Board, the remaining Board members are to fill such vacancy by appointment for the unexpired term. The Act provides that it shall not be conflict of interest under Chapter 112, Florida Statutes for a Supervisor to be a stockholder, officer or employee of a landowner. The current members of the Board and their respective term commencement and expiration dates are set forth below. Name Title Term Expires November Bret Sovine Chair 2016 Kathy Shippey Vice Chair 2016 Dallas Dunn Asst. Secretary 2016 Elmer O. Bley Asst. Secretary 2018 Virginia Moore Asst. Secretary 2018 A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law. The Act empowers the Board of Supervisors to adopt administrative rules and regulations with respect to any projects of the District, and to enforce penalties for the violation of such rules and regulations. The Act permits the Board of Supervisors to levy taxes under certain conditions, and to levy special assessments, and to charge, collect and enforce fees and user charges for use of District facilities. District Manager and Other Consultants The Act authorizes the Board to hire a District Manager as the chief administrative official of the District. The Act provides that the District Manager shall have charge and supervision of the works of the District and shall be responsible for (i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, (ii) maintaining and operating the equipment owned by the District, and (iii) performing such other duties as may be prescribed by the Board. The District has retained Rizzetta & Company, Inc. (the "District Manager") to serve as the District Manager. The District Manager's office is located at 2806 North Fifth Street, Suite 403, St. Augustine, Florida and its telephone number is (904) The District Manager's typical responsibilities can briefly be summarized as overseeing directly and coordinating the planning, financing, purchasing, staffing, reporting and governmental liaison for the District. The District Manager's responsibilities include the accounting and reporting that is required by the Indenture to be performed by the District Manager. The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., Miami, Florida, as Bond Counsel; Hopping, Green & Sams, P.A., Tallahassee, Florida, as District Counsel; and Rizzetta & Company, Inc., Tampa, Florida, as Assessment Consultant. General Description DESCRIPTION OF THE SERIES 2015 BONDS The Series 2015 Bonds are issuable as fully registered bonds, without coupons, in denominations of $5,000 or any multiple thereof. The Series 2015 Bonds will be dated their date of issuance and delivery to the initial purchasers thereof and will bear interest payable on each May 1 and November 1, commencing May 1, 2015 (each, an "Interest Payment Date") and shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2015 Bonds will 4

13 mature on May 1 of such years, in such amounts and at such rates as set forth on the inside cover page of this Official Statement. Each Series 2015 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2015 Bond has been paid, in which event such Series 2015 Bond shall bear interest from its date of authentication; (ii) is prior to the first Interest Payment Date for the Series 2015 Bonds, in which event, such Series 2015 Bond shall bear interest from its date; or (iii) is between a Record Date and the next succeeding Interest Payment Date, in which event, such Series 2015 Bond shall bear interest from such Interest Payment Date. The Series 2015 Bonds will initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), which will act initially as securities depository for the Series 2015 Bonds and, so long as the Series 2015 Bonds are held in book-entry-only form, Cede & Co., will be considered the registered owner for all purposes hereof. See "DESCRIPTION OF THE SERIES 2015 BONDS Book-Entry Only System" below for more information about DTC and its book-entry only system. Redemption Provisions Optional Redemption The Series 2015 Bonds may, at the option of the District be called for redemption prior to maturity in whole or in part at any time on or after May 1, 2025, a Redemption Price equal to 100% of the principal amount of Series 2015 Bonds to be redeemed plus accrued interest from the most recent Interest Payment Date to the date of redemption. Extraordinary Mandatory Redemption in Whole or in Part The Series 2015 Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole, on any date, or in part, on any Interest Payment Date, at the redemption price of 100% of the principal amount of the Series 2015 Bonds to be redeemed, plus interest accrued to be redemption date, if and to the extent that any one or more of the following shall have occurred: (i) from Prepayment of Series 2015 Special Assessments deposited into the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund; or. (ii) on the date on which the amount on deposit in the Series 2015 Debt Service Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2015 Bonds then Outstanding, including accrued interest thereon; or (iii) from Foreclosure Proceeds and any other amounts deposited by the District into the Series 2015 General Account; or. (iv) from funds in excess of the Debt Service Reserve Requirement transferred from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund. Mandatory Sinking Fund Redemption The Series 2015 Bonds maturing on May 1, 2031 are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2015 Sinking Fund Account established under the Indenture on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of the principal amount thereof, together with accrued interest to the date of redemption. 5

14 Year Principal 2027 $680, , , , * 805,000 * Maturity Mandatory Redemption The Series 2015 Bonds maturing on May 1, 2036 are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2015 Sinking Fund Account established under the Indenture on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of the principal amount thereof, together with accrued interest to the date of redemption. Notice of Redemption Year Principal 2032 $840, , , , * 995,000 * Maturity Notice of each redemption of Series 2015 Bonds is required to be mailed by the Trustee not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each registered owner of Series 2015 Bonds to be redeemed at the address of such registered Owner recorded on the bond register on the 5 th day prior to such mailing. 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 Series 2105 Bonds for which notice was duly mailed. Any notice of redemption given with respect to the Series 2015 Bonds may also state any conditions that must be satisfied for such Series 2015 Bonds to be redeemed on the date of redemption and that such notice shall be of no effect unless such conditions noted therein are met. Effect of Notice of Redemption On the redemption date, the Series 2015 Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Series 2015 Bonds shall cease to be entitled to any benefit under the Indenture and such Series 2015 Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Series 2015 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 Series 2015 Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Series 2015 Bonds for which such funds are sufficient, selecting the Series 2015 Bonds to be re redeemed by lot from among all such Series 2015 Bonds called for redemption on such date, and interest on any Series 2015 Bond no paid shall continue to accrue, as provided in the Indenture. Book-Entry Only System The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC and the District does not make any representation or warranty or take any responsibility for the accuracy or completeness of such information. 6

15 DTC will act as securities depository for the Series 2015 Bonds. The Series 2015 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 Series 2015 Bond certificate will be issued for each maturity of the Series 2015 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest 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 DTC holds and provides asset servicing for over 3.5 million 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"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants". DTC has a Standard & Poor's rating of AA+. The DTC rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2015 Bond (each a "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 2015 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 2015 Bonds, except in the event that use of the book-entry system for the Series 2015 Bonds is discontinued. To facilitate subsequent transfers, all Series 2015 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 2015 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2015 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2015 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 2015 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2015 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2015 Bond documents. For example, Beneficial Owners of Series 2015 Bonds may wish to ascertain that the nominee holding the Series 2015 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. 7

16 Redemption notices shall be sent to DTC. If less than all of the Series 2015 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's 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 2015 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2015 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 a payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC 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 DTC 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 principal and interest on the Series 2015 Bonds, as applicable, 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 2015 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, 2015 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 upon compliance with any applicable DTC rules and procedures. In that event, 2015 Bond certificates will be printed and delivered at the expense of the District. So long as Cede & Co. is the registered owner of the Series 2015 Bonds, as nominee of DTC, reference herein to the Bondholders or Registered Owners of the Series 2015 Bonds will mean Cede & Co., as aforesaid, and will not mean the Beneficial Owners of the Series 2015 Bonds. 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 OR THE BENEFICIAL OWNERS OF THE SERIES 2015 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 2015 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 OFFICIAL STATEMENT. General SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2015 BONDS The Series 2015 Bonds are payable from and secured by a pledge of the Pledged Revenues. The Pledged Revenues consist primarily of all revenues received by the District from the Series 2015 Special Assessments levied and collected on that portion of the District Lands specially benefited by the Refunded Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2015 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2015 Special Assessments. 8

17 The Series 2015 Special Assessments represent an allocation of the costs of the Refunded Project, including bond financing costs, to the lands within the District specially benefiting from the Refunded Project. The Series 2015 Special Assessments will be allocated to benefitted lands within the Series 2015 Assessment Area as described in the special assessment methodology attached hereto as Appendix A (the "Methodology Report"). THE SERIES 2015 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, THE COUNTY, THE STATE, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2015 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2015 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2015 BONDS. THE SERIES 2015 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION. The Supplemental Indenture provides that the District grant a lien in favor of the Trustee on all right, title and interest of the District in the Pledged Revenues. The Indenture provides that the pledge of the Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery thereof or further act. Limitation On Additional Bonds Pursuant to the Supplemental Indenture, the District covenants and agrees not to issue additional Bonds or any other form of indebtedness secured by the Series 2015 Special Assessments; provided, however, that such covenant shall not prohibit the District from issuing Bonds to refund the Series 2015 Bonds or from issuing Bonds for the purpose of renewing or replacing all or a portion of the Project. The District imposes "Maintenance Assessments" on the properties subject to the Series 2015 Special Assessments. WHILE NO FUTURE ADDITIONAL BONDS OTHER THAN AS DESCRIBED ABOVE WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2015 SPECIAL ASSESSMENTS PLEDGED AS SECURITY FOR THE SERIES 2015 BONDS, THE COUNTY, THE SCHOOL BOARD OF ST. JOHNS COUNTY, FLORIDA, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF MAY IN THE FUTURE IMPOSE, LEVY AND COLLECT ASSESSMENTS AND TAXES THE LIENS OF WHICH WILL BE CO-EQUAL WITH THE LIEN OF THE SERIES 2015 SPECIAL ASSESSMENTS SECURING THE SERIES 2015 BONDS. See "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2015 BONDS - Enforcement and Collection of Series 2015 Special Assessments" herein. Funds and Accounts The Supplemental Indenture requires that the Trustee establish the following funds and accounts: within the Acquisition and Construction Fund, a "Series 2015 Acquisition and Construction Account" and within such account a "Series 2015 Costs of Issuance Subaccount;" within the Revenue Fund, a "Series 2015 Revenue Account;" within the Debt Service Fund, a "Series 2015 Principal Account," a "Series 2015 Interest Account," and a "Series 2015 Sinking Fund Account;" within the Debt Service Reserve Fund, a "Series 2015 Debt Service Reserve Account;" and a Series 2015 Bonds Redemption Fund and therein a "Series 2015 General Account," and a "Series 2015 Prepayment Account." Reserve Account Requirement; Series 2015 Debt Service Reserve Account The Supplemental Indenture creates a Series 2015 Debt Service Reserve Account which is to be maintained in an amount equal to the "Debt Service Reserve Requirement," an amount equal to fifty percent 50% of the maximum annual Debt Service Requirement for all Outstanding Series 2015 Bonds, as calculated from time to time. The Series 2015 Debt Service Reserve Account will, at the time of delivery of the Series 2015 Bonds, be funded from the proceeds of the Series 2015 Bonds in amount equal to the Debt Service Reserve Requirement, which is initially equal to $510,

18 Amounts on deposit in the Series 2015 Debt Service Reserve Account shall be used only for the purpose of making payments into the Series 2015 Interest Account, the Series 2015 Principal Account and the Series 2015 Sinking Fund Account to pay debt service on the Series 2015 Bonds, when due, with priority to the Series 2015 Interest Account, without distinction as to Series 2015 Bonds and without privilege or priority of one Series 2015 Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose, except as provided below. 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 2015 Debt Service Reserve Account and transfer any excess therein above the Debt Service Reserve Requirement for the Series 2015 Bonds to be deposited to the Series 2015 Bond Redemption Fund to be used for the Extraordinary Mandatory Redemption of Series 2015 Bonds in accordance with (iv) under DESCRIPTION OF THE SERIES 2015 BONDS Redemption Provisions Extraordinary Mandatory Redemption in Whole or in Part. Notwithstanding the foregoing paragraph, in the event that the amount of proceeds of the Series 2015 Bonds on deposit in the Series 2015 Debt Service Reserve Account exceeds the Debt Service Reserve Requirement with respect to the Series 2015 Bonds due to a decrease in the amount of Series 2015 Bonds that will be outstanding as a result of an optional prepayment by the owner of a lot or parcel of land of a Series 2015 Special Assessment against such lot or parcel, the amount to be released from the Series 2015 Debt Service Reserve Account shall be transferred at the written direction of the District Manager from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund, as a credit against the Series 2015 Prepayment Principal otherwise required to be made by the owner of such lot or parcel. Flow of Funds Earnings on investments in the Series 2015 Debt Service Reserve Account shall be disposed of as follows: (A) As long as there exists no default under the Indenture and the amount in the Series 2015 Debt Service Reserve Account is not reduced below the then Debt Service Reserve Requirement, earnings on investments in the Series 2015 Debt Service Reserve Account shall be transferred to the Series 2015 Revenue Account; and (B) If as of the last date on which amounts on deposit in the Series 2015 Debt Service Reserve Account were valued by the Trustee there was a deficiency in the Series 2015 Debt Service Reserve Account, or if after such date withdrawals have been made from the Series 2015 Debt Service Reserve Account and have created such a deficiency, then earnings on investments in the Series 2015 Debt Service Reserve Account shall be retained in the Series 2015 Debt Service Reserve Account until the amount on deposit therein equals the Debt Service Reserve Requirement for the Series 2015 Bonds and thereafter shall be transferred to the Series 2015 Revenue Account. Pursuant to the Indenture, the District covenants to cause any Series 2015 Special 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 Series 2015 Revenue Account. Pursuant to the Indenture, the Trustee has covenanted to deposit Series 2015 Special Assessments (except for Prepayments of Series 2015 Special Assessments which shall be deposited in the Series 2015 Prepayment Account) in to the Series 2015 Revenue Account. Pursuant to the Supplemental Trust Indenture, the Trustee shall transfer from amounts on deposit in the Series 2015 Revenue Account 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 May 1, to the Series 2015 Interest Account an amount equal to the interest on the Series 2015 Bonds becoming due on the next May 1, less any amounts on deposit in the Series 2015 Interest Account not previously credited; SECOND, no later than the Business Day next preceding each May 1, commencing May 1, 2016, to the Series 2015 Principal Subaccount of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the principal amount of Series 2015 Bonds Outstanding maturing on such May 1, if any, less any amounts on deposit in the Series 2015 Principal Account not previously credited; 10

19 THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2027, to the Series 2015 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the principal amount of Series 2015 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2015 Sinking Fund Account not previously credited; FOURTH, upon receipt but no later than the Business Day preceding the first November 1, commencing November 1, 2015, to the Series 2015 Interest Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the interest on the Series 2015 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2015 Interest Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2015 Bonds remain Outstanding, to the Series 2015 Debt Service Reserve Account, an amount from the Series 2015 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2015 Debt Service Reserve Requirement; and SIXTH, subject to the following paragraph the balance of any moneys remaining after making the foregoing deposits shall remain therein unless pursuant to the Rebate Agreement it is necessary to make a deposit into the Rebate Fund, in which case the District shall direct the Trustee to make such deposit thereto. The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the written direction of the Issuer, withdraw any moneys held for the credit of the Series 2015 Revenue Account which are not otherwise required to be deposited as provided above and deposit such moneys as directed to the credit of the Series 2015 General Account as determined by the District. Moneys in the Series 2015 General Account of the Series 2015 Bond Redemption Fund (including all earnings on investments held therein) 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 Series 2015 Rebate Fund, if any, as the District may direct in writing 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 from the Series 2015 General Account of the Series 2015 Bond Redemption Fund to the Series 2015 Rebate Fund shall thereupon be free from the lien and pledge of the Indenture; SECOND, to be used to call for extraordinary mandatory redemption pursuant to (iii) of DESCRIPTION OF THE SERIES 2015 BONDS Redemption Provisions Extraordinary Mandatory Redemption in Whole or in Part an amount of Series 2015 Bonds equal to the amount of money transferred to the Series 2015 General Account of the Series 2015 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 written direction of a Responsible Officer, to call for redemption on each Interest Payment Date on which Series 2015 Bonds are subject to optional redemption such amount of Series 2015 Bonds as, with the redemption premium, may be practicable; provided, however, that not less than $5,000 principal amount of Series 2015 Bonds shall be called for redemption at one time. Moneys in the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund (including all earnings on investments held therein) shall be accumulated therein to be used, to the extent that the need therefor arises, to call for redemption pursuant to Section (i) and (iv) of DESCRIPTION OF THE SERIES 2015 BONDS Redemption Provisions Extraordinary Mandatory Redemption in Whole or in Part an amount of Series 2015 Bonds equal to the amount of money transferred to the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund pursuant to the aforesaid provisions, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such provisions. 11

20 Investment Earnings The Trustee shall, as directed by the District in writing, invest moneys held in the Debt Service Fund and any Bond Redemption Fund only in Government Obligations and other Investment Securities as provided in the Indenture. See Appendix B hereto. The Trustee shall, as directed by the District in writing, invest moneys held in the Series 2015 Debt Service Reserve Account 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 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 in the Indenture. All securities securing investments 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, any interest and other income so received shall be deposited in the Series 2015 Revenue Account. Absent specific instructions as aforesaid, all moneys in the Funds and Account (other than moneys in the Debt Service Fund and Bond Redemption Fund which shall be invested only as provided above) established under the Indenture shall be invested in Government Obligations. See Appendix B hereto. Subject to the obligation to comply with the provisions of the Internal Revenue Code, moneys in any of the Funds and Accounts established pursuant to the Indenture, when held by the Trustee, shall be immediately invested by the Trustee as provided in the Indenture, and thereafter shall be continuously invested and reinvested and deposited and redeposited by the Trustee in the highest yield investments that may be reasonably known to the Trustee, with a view to maximizing yield and minimizing the instances of uninvested funds, and subject to all written directions from the District. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale. Enforcement and Collection of Series 2015 Special Assessments In the Supplemental Indenture, the District covenants if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2015 Special Assessment, then such Special 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 Series 2015 Special 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 Series 2015 Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement, including, without limitation, declaring the entire unpaid balance of such Series 2015 Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section , Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate and Sections and , Florida Statutes, or otherwise as provided by law. The District covenants in the Supplemental Indenture not to use the provisions of Chapter 173, Florida Statutes. Re-Assessment Pursuant to the Indenture, if any Series 2015 Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Series 2015 Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Series 2015 Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Series 2015 Special Assessment to be made for the whole or any part of said improvement or against any property benefitted by said improvement, or (ii) in its sole discretion, make up the amount of such Series 2015 Special Assessment from legally available moneys, which moneys shall be deposited into the Series 2015 Revenue Account. In case such second Series 2015 Special Assessment shall be annulled, the District shall obtain and make other Series 2015 Special Assessments until a valid Series 2015 Special Assessment shall be made. 12

21 ENFORCEMENT OF ASSESSMENT COLLECTIONS Tax Collection Procedures The primary sources of payment for the Series 2015 Bonds are the Series 2015 Pledged Revenues derived by the District from the Series 2015 Special Assessments imposed on parcels within the boundaries of the District specially benefitted by the Refunded Project. The determination, order, levy, and collection of Series 2015 Special Assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District to comply with such requirements could result in delay in the collection of, or the complete inability to collect Series 2015 Special Assessments, during any year. Such delays in the collection of Series 2015 Special Assessments, or complete inability to collect Series 2015 Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of debt service requirements on the Series 2015 Bonds. To the extent that landowners fail to pay the Series 2015 Special 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 2015 Bonds. The Act provides for various methods of collection of delinquent Series 2015 Special Assessments by reference to other provisions of the Florida Statutes. The information later herein under "Uniform Method Tax Collection Procedure" and "Foreclosure" sets forth a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes. Enforcement of the obligation to pay Series 2015 Special Assessments and the ability to foreclose the lien created by the failure to pay Series 2015 Special Assessments, or the ability of the Tax Collector to sell tax certificates and ultimately tax deeds, may not be readily available or may be limited as such enforcement is dependent upon judicial action which is often subject to discretion and delay. Pursuant to the Supplemental Indenture, the District will covenant that Series 2015 Special Assessments levied on platted lots and pledged to secure the Series 2015 Bonds will be collected pursuant to the Uniform Method as described below. The District covenants to enter into a Property Appraiser and Tax Collector Agreement with the County in order to comply with such covenant. The Supplemental Indenture further provides that notwithstanding the immediately preceding paragraph or any other provision in the Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the direction of the Majority Owners of the Series 2015 Bonds, requests that the District not use the Uniform Method, but instead collect and enforce Series 2015 Special Assessments pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the District shall collect and enforce said Series 2015 Special Assessments in the manner and pursuant to the method so requested by the Trustee. Any Series 2015 Special 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. Uniform Method Tax Collection Procedure The Florida Statutes provide that, subject to certain conditions, special assessments may be collected by using the Uniform Method provided for in Sections , , , Florida Statutes. The Uniform Method of collection is available only in the event the District enters into a Property Appraiser and Tax Collection Agreement with the Tax Collector and Property Appraiser providing for the Series 2015 Special Assessments to be collected in this manner. Under the Uniform Method for collecting non-ad valorem assessments, the Tax Collector will list on the assessment roll for each of the relevant tax years any Series 2015 Special Assessments, will include in the notice of proposed property taxes the dollar amount of such Series 2015 Special Assessments, and will include on the tax notice issued pursuant to Section , Florida Statutes, the dollar amount of such Series 2015 Special Assessments. Under the Uniform Method, the Series 2015 Special Assessments will be collected together with County and other taxes. The Series 2015 Special Assessments will appear on a single tax bill issued to each landowner subject to such. The statutes relating to enforcement of County taxes provide that County taxes 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 13

22 operation of law. Such taxes (together with any assessments, including the Series 2015 Special Assessments, being collected by the Uniform Method) are to be billed, and landowners in the District are required, subject to the next succeeding paragraph, to pay all such taxes and assessments, without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2015 Special Assessments. Upon any receipt of moneys by the Tax Collector from the Series 2015 Special Assessments, such moneys will be delivered to the District, which will remit such Series 2015 Special Assessments to the Trustee for deposit as provided in the Supplemental Indenture. Subject to certain exceptions, all city, county, school and special district ad valorem taxes, non-ad valorem special assessments and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, including the Series 2015 Special Assessments, that are collected by the Uniform Method are payable at one time. 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 and such partial payment is not to be accepted and is to be returned to the taxpayer, provided, however that a taxpayer may contest a tax assessment under Section 194, Part II, Florida Statutes and other applicable law. Section (3), Florida Statutes provides that before an action contesting a tax assessment may be brought, a taxpayer must pay to the Tax Collector the amount of the tax the taxpayer admits in good faith to be owing. Such payment by the taxpayer and the taxpayer's timely filing of an action contesting the tax suspends all proceedings for the collection of such contested tax prior to the final disposition of the action. Accordingly, a landowner that contests the levy or the amount of a particular tax assessment, which may possibly include non-ad valorem special assessments such as the Series 2015 Special Assessments collected by the Uniform Method, under the aforedescribed circumstances may be permitted to pay only that amount that the landowner, in good faith, admits to be owing. In addition, Section , Florida Statutes provides that taxpayers appealing the assessed value or assigned classification of their property may make a partial payment of taxes before the delinquency date (typically April 1). Under the Uniform Method, if the Series 2015 Special Assessments are paid during November when due or at any time within thirty (30) days after the mailing of the original tax notice 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. March payments are without discount. Pursuant to Section , Florida Statutes, taxpayers may elect to pay estimated taxes, which may include non-ad valorem special assessments such as the Series 2015 Special Assessments in quarterly installments with a variable discount equal to 6% on June 30 decreasing to 3% on December 31, with no discount on March 31. All unpaid taxes and assessments become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes prior to April 1 and after that date to institute statutory procedures upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Certain taxpayers that are entitled to claim homestead tax exemption under Section (1), Florida Statutes may defer payment of a portion of the taxes and non-ad valorem assessments and interest accumulated on a tax certificate, which may include non-ad valorem special assessments such as the Series 2015 Special Assessments. Deferred taxes and assessments bear interest at a variable rate not to exceed 7%. The amount that may be deferred varies based on whether the applicant is younger than age 65 or is 65 years old or older; provided that applicants with a household income for the previous calendar year of less than $10,000 or applicants with less than the designated amount for the additional homestead exemption under Section , Florida Statutes that are 65 years old or older may defer taxes and assessments in their entirety. Collection of Delinquent Series 2015 Special 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 2015 Special Assessments due. In the event of a delinquency in the payment of taxes and assessments on real property, the landowner may, prior to the sale of tax certificates, pay delinquent taxes and assessments plus an interest charge of 18% per annum on the amount of delinquent taxes. If these amounts are not paid, the Tax Collector is required to attempt to sell tax certificates on such property to the person who pays the delinquent taxes and assessments owing and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). Generally, tax certificates are sold by public bid. If there are no bidders, the tax certificate is issued to the County (being the county in which the assessed lands are located). During the pendency of any litigation arising from the contest of a landowner's tax assessment collected through the Uniform Method, which may possibly include non-ad valorem special assessments such as the 14

23 Series 2015 Special Assessments, it is possible that the tax collector will not sell tax certificates with respect to such property. 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 (currently 18%). The Tax Collector does not collect any money if tax certificates are issued to the County. The County may sell such certificates to the public at any time at the principal amount thereof plus interest at the rate of not more than 18% per annum and a fee. Proceeds from the sale of tax certificates are required to be used to pay taxes and assessments (including the Series 2015 Special Assessments), interest, costs and charges on the real property described in the certificate. The demand for such 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 subject to the Series 2015 Special Assessments may affect the demand for certificates and the successful collection of the Series 2015 Special Assessments, which are the primary source of payment of the Series 2015 Bonds. Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part, by the person owning or claiming an interest in the underlying land, or a creditor thereof, at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, charges and omitted taxes 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 in the preceding paragraph. 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 outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due. 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. 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, the private holder of the tax certificate who is seeking a tax deed for nonhomestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, 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 lienholder 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 (90) 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 15

24 the amount of the opening bid. Taxes 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 offering for public sale, 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 County Commission. Foreclosure If for any reason the District is unable, or elects not, to use the Uniform Method of collecting the 2015 Special Assessments, the District will, itself, directly collect the Series 2015 Special Assessments. Section , Florida Statutes provides that upon the failure of any property owner to pay all or any part of the principal of a special assessment or the interest thereon, when due, the governing body of the District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery, commencement of a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. Any foreclosure proceedings to enforce payment of the 2015 Special Assessments may proceed under the provisions of Chapter 173, Florida Statutes, which provides that after the expiration of one year from the date any special assessment or installment thereof becomes due, the District may commence a foreclosure proceeding against the lands upon which the assessments are liens. Such a proceeding is in rem, meaning that it is brought against the land and not against the owner. Under certain circumstances, with respect to 2015 Special Assessments which the District has been collecting through the Uniform Method, the District may opt out of using the Uniform Method and utilize the foreclosure procedures described in this paragraph. In general, after the District commences the suit, there is a period of notice to, and an opportunity for response by, affected persons. Ultimately a hearing will be held and, if the court decides in favor of the District, a judgment will be rendered in the amount of the Delinquent Assessments and costs of the proceeding. The judgment would also direct sale of the land subject to the Delinquent Assessments by public bid to the highest bidder, with proceeds of the sale being applied to payment of the Delinquent Assessments. If no bidder bids at least the amount of the Delinquent Assessments and applicable costs, the District may obtain title to the land. BONDOWNERS' RISKS There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State. Certain of these risks are described in the section above entitled "ENFORCEMENT OF ASSESSMENT COLLECTIONS"; however, certain additional risks are associated with the Series 2015 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2015 Bonds and prospective purchasers are advised to read this Official Statement including all appendices hereto in its entirety to identify investment considerations relating to the Series 2015 Bonds. 1. In the event of the institution of bankruptcy or similar proceedings with respect to an owner of property subject to the Series 2015 Special Assessments, delays and impairment could occur in the payment of debt service on the Series 2015 Bonds as such bankruptcy could negatively impact the ability of: (i) the land owner being able to pay the Series 2015 Special Assessments; (ii) the County to sell tax certificates in relation to such property; and (iii) the District's ability to enforce collection. In addition, the remedies available to the Owners of the Series 2015 Bonds, the Trustee and the District 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 2015 Bonds, including, without limitation, enforcement of the obligation to pay Series 2015 Special Assessments and the ability of the District to foreclose the lien of the Series 2015 Special Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2015 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitation 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 2015 Bonds could have a material adverse impact on the interest of the Owners hereof. 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 16

25 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. 2. The principal security for the payment of the principal and interest on the Series 2015 Bonds is the timely collection of the Series 2015 Special Assessments. Series 2015 Special Assessments do not constitute a personal indebtedness of the owners of the land subject thereto, but are secured by a lien on the land encumbered thereby. There is no assurance that the owners will be able to pay the Series 2015 Special Assessments or that they will pay such Series 2015 Special Assessments even though financially able to do so. The assessment of the benefits to be received by the land within the District as a result of implementation of the Refunded Project 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 benefited by the Refunded Project is lower than the assessment of benefits, the ability of the District to realize sufficient value from a foreclosure action to pay debt service on the Series 2015 Bonds may be adversely affected. Such adverse effect could render the District unable to collect delinquent Special Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2015 Bonds. 3. The District has not granted, and may not grant under Florida law a mortgage or security interest in any portion of the Refunded Project. Furthermore, the District has not pledged the revenues from the operation of any portion of the Refunded Project as security for, or a source of payment of, the Series 2015 Bonds. The Series 2015 Bonds are payable solely from, and secured solely by, the Pledged Revenues. 4. The willingness and/or ability of an owner of land to pay the Series 2015 Special Assessments could be affected by the existence of other taxes and assessments imposed upon the property by the District, the County or other governmental entities with jurisdiction over the District. Public entities whose boundaries overlap those of the District, such as the County, the St. Johns County School District and other special districts, could, without the consent of the owners of the land within the Series 2015 Assessment Area, impose additional taxes or assessments on the property within the Series 2015 Assessment Area. County, municipal, school, special district taxes and assessments, and voter approved ad valorem taxes levied to pay principal of and interest on bonds, as well as the Series 2015 Special Assessments, are payable at one time. As referenced above, if a taxpayer does not make complete payment, he or she cannot generally 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 is the Series 2015 Special Assessments, would cause the Series 2015 Special 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 2015 Bonds. Public entities whose boundaries overlap those of the 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 2015 Special Assessments. 5. In addition to legal delays that could result from bankruptcy, the ability of the District to enforce collection of delinquent Series 2015 Special Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Series 2015 Special Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. If the District has difficulty in collecting the Series 2015 Special Assessments, the Series 2015 Reserve Account could be rapidly depleted and the ability of the District to pay debt service could be materially adversely affected. 6. The Indenture does not provide for any adjustment to the interest rate(s) borne by the Series 2015 Bonds in the event of a change in the tax exempt status of the Series 2015 Bonds. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or due to a change in the United States income tax laws. 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 United States income tax laws. Certain of these proposals, if implemented, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Series 2015 Bonds, by eliminating or changing the tax exempt status of interest on certain of such bonds. Whether any of such proposals will ultimately become law, and, if so, what effect such proposals could have upon the value of bonds such as the Series 2015 Bonds, cannot be predicted. However, it is possible that any such law could have a material and adverse effect upon the value of the Series 2015 Bonds. 17

26 On May 30, 2013, the Internal Revenue Service (the "IRS") delivered to Village Center Community Development District, a Florida special district established under the Act ("Village Center CDD") a private ruling, called a technical advice memorandum (the "Villages TAM"), in connection with the examination by the IRS of bonds issued by the Village Center CDD. The Villages TAM concluded that, despite having certain eminent domain powers, the Village Center CDD is not a political subdivision permitted to issue bonds, the interest on which is exempt from federal income tax pursuant to Section 103(a) of the Code based on a number of facts including that its governing board is elected by a small group of landowners, and that it "was organized and operated to perpetuate private control and avoid indefinitely responsibility to a public electorate, either directly or through another elected state or local governmental body." The Villages TAM, as a private, non-precedential, ruling, binds only the IRS and the Village Center CDD, and only in connection with the Village Center CDD bonds under examination and addressed in the Villages TAM. Moreover, the cited legal basis for the Villages TAM is extremely limited, and, therefore, the value of the Villages TAM as guidance is also limited. Nonetheless, the breadth and force of the language used in the Villages TAM may reflect the disfavor of the IRS toward governmental entities with governing boards elected by landowners, and this position may lead the enforcement branch of the IRS to select bonds of other Districts with landowner-controlled boards for examination." The Department of the Treasury in its Priority Guidance Plan, released August 9, 2013 (the "Treasury Priority Guidance Plan") has further stated its intention to provide future guidance on the definition of political subdivision under Code section 103 for purposes of the tax-exempt, tax credit, and direct pay bond provisions, which reflects a potential change in the Department of Treasury's interpretation under current law. The National Association of Bond Lawyers ("NABL") has submitted a memorandum requesting guidance on whether an District with a limited number of property owners, electors or taxpayers is a political subdivision for purposes of section 103 of the Internal Revenue Code as the result of the TAM, stating that NABL is concerned that the Internal Revenue Service's position in the TAM is contrary to established legal authority regarding the requirements for a District to qualify as a political subdivision. The release of the Villages TAM may cause an increased risk of examination of the Series 2015 Bonds. Owners of the Series 2015 Bonds are advised that, if the IRS does audit the Series 2015 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 2015 Bonds may have limited rights to participate in such procedure. The commencement of an audit or an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2015 Bonds would adversely impact both liquidity and pricing of the Series 2015 Bonds in the secondary market. 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 2015 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 2015 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 2015 Bonds. 7. If the District should commence a foreclosure action against a landowner for non payment of the Series 2015 Special Assessments, such landowners may raise affirmative defenses to such foreclosure action, which although such affirmative defenses may be proven to be without merit, could result in delays in completing the foreclosure action. In addition, the District would be required to fund the costs of such foreclosure. It is likely that the District will not have sufficient funds and will be compelled to request the Owners to provide funds to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of Series 2015 funds that can be used for such purpose. 8. Under Florida law, a landowner may contest the assessed valuation determined for its property which forms the basis of ad valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2015 Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to the Series 2015 Special Assessments even though the landowner is not contesting the amount of Series 2015 Assessment. 18

27 9. Owners should note that several mortgage lenders have, in the past, raised legal challenges in the trial court to the primacy of the liens of special assessments in relation to the liens of mortgages burdening the same real property; the applicable courts have held that the special assessment liens (like those of the Series 2015 Special Assessments) are superior to those of the commercial mortgage lenders. ESTIMATED SOURCES AND USES OF FUNDS Sources: Par Amount of Series 2015 Bonds $14,435, Less Net Original Issue Discount (96,168.45) Plus Other Legally Available Moneys (1) 1,632, Total Sources $15,971, Uses: Deposit to Escrow Account $14,850, Costs of Issuance 139, Deposit to Series 2015 Debt Service Reserve Account 510, Underwriter's Discount 207, Deposit to Series 2015 Interest Account (2) 263, Total Uses $15,971, (1) Represents moneys remaining in the funds and accounts created under the supplemental indenture for the benefit of the Refunded Bonds. (2) To pay interest due on the Series 2015 Bonds on May 1, 2015 and a portion of the interest due on November 1, The balance of the interest due on November 1, 2015 is expected to be paid from Series 2015 Special Assessments. [Remainder of Page Intentionally Left Blank] 19

28 DEBT SERVICE REQUIREMENTS The following table sets forth the scheduled debt service on the Series 2015 Bonds: Series 2015 Bonds Period Ending November 1 Principal Interest Total Debt Service 2015 $ --- $ 318, $ 318, , , ,018, , , ,016, , , ,021, , , ,020, , , ,017, , , ,018, , , ,016, , , ,018, , , ,017, , , ,020, , , ,017, , , ,020, , , ,021, , , ,020, , , ,019, , , ,021, , , ,020, , , ,018, , , ,019, ,000 64, ,019, ,000 21, ,016, TOTAL $14,435,000 $7,283, $21,718, [Remainder of Page Intentionally Blank] 20

29 OUTSTANDING INDEBTEDNESS Other than the Refunded Bonds, the District has no outstanding indebtedness. THE REFUNDED PROJECT A portion of the proceeds of the Refunded Bonds were used to acquire and construct the Refunded Project. The Refunded Project included certain public master infrastructure improvements consisting of roadways, water and sewer facilities, stormwater management facilities, community recreation facilities, entryway monuments, landscaping, landscape irrigation and associated professional fees. The District originally estimated the total cost of the Refunded Project at $16,013,364. The Refunded Bonds funded approximately $15.5 million of such costs. THE SERIES 2015 ASSESSMENT AREA The following information appearing below under the caption "THE SERIES 2015 ASSESSMENT AREA" has been furnished by the District or the District Manager or was obtained from publicly available sources for inclusion in this Official Statement and, although believed to be reliable, such information has not been independently verified by the Underwriter or its counsel. General The Series 2015 Special Assessments will be levied on all developable property in the District on which the special assessments securing the Refunded Bonds have not been paid in full. The District encompasses approximately 597 acres and includes 1,154 single-family residential units. The District also includes "Camp Heritage", a recreational complex with a clubhouse, resort-style pool with slide and water features, six (6) lane lap pool, children's playground, tennis courts and sport courts/fields. The Series 2015 Special Assessments will be levied on 1,106 single-family residential units (forty-eight (48) landowners have prepaid their assessments), all of which have been constructed and sold. The principal and annual debt service assessments for the Series 2015 Bonds are depicted in the table below. The annual Series 2015 Special Assessments are inclusive of the 6% gross up for early payment discounts and county collection costs. SERIES 2015 SPECIAL ASSESSMENTS Series 2015 Bonds Series 2015 Bonds Annual Debt Service Principal/Unit Assessments/Unit $13,052 $ In addition to debt service assessments, all residential units in the District are subject to annual ad valorem property taxes as well as non-ad valorem special assessments levied by the District for its operation, maintenance and administrative functions (the "O&M Assessments"). The current millage rate (2015) for the area of St. Johns County where the District is located is mills. The O&M Assessments levied by the District for FY2015 may change annually based on the adopted budget of the District. For FY2015, the O&M Assessments are shown in the table below. FY2015 OPERATION AND MAINTENANCE ASSESSMENTS FY 2015 Operation and Product Type Maintenance Assessments SF $1,038 21

30 Assessed Values The table below illustrates the current average assessed value per unit for the residential units in the Series 2015 Assessment Area. ASSESSED VALUE PER UNIT Average Assessed Value Product Type Units Total Assessed Value Per Unit SF 1,106 $179,489,428 $162,287 Value to Lien Ratios Based upon information obtained from the St. Johns County Property Appraiser, the total assessed value for all assessable parcels located in the District is approximately $179,489,428 which equates to an overall assessed value to lien ratio of approximately 12.4 to 1. The information in the table below depicts the average assessed value to lien ratios for each unit located in the Series 2015 Assessment Area. ASSESSED VALUE TO LIEN RATIOS SERIES 2015 BONDS Series 2015 Bonds Series 2015 Bonds Average Assessed Average Assessed Product Type Units Principal Principal Per Unit Value Per Unit Value to Lien SF 1,106 $14,435,000 $13,052 $162, Taxpayer Concentration Based upon information obtained from the St. Johns County Property Appraiser and the FY2015 assessment roll prepared by the District Manager, the ten (10) largest assessment payers collectively pay approximately seven and three-quarters percent (7.75%) of the Series 2015 Special Assessments. Collection History The table below reflects historical levy and collections results within the District with respect to the Special Assessments in the Series 2015 Assessment Area for the last five (5) fiscal years. Historically, the total amount of assessments levied and collected on the St. Johns County tax roll for the Series 2015 Assessment Area has been in excess of the amount to pay debt service for the units in the Series 2015 Assessment Area as not all landowners took advantage of the discount for early payment provided by Florida law. The table below also reflects delinquencies and tax certificate sales for the last five (5) fiscal years. Gross Amount Levied Net Amount Levied (94%) ASSESSMENT COLLECTION HISTORY Net Amount Collected Tax Certificates Sold Fiscal Year % Collected Delinquent as of 3/31 Unsold Tax Certificates 2014 $1,218,800 $1,145,672 $1,161, % $22,000 $19,800 $ $1,219,900 $1,146,706 $1,163, % $17,600 $6,600 $1,100* 2012 $1,219,845 $1,146,654 $1,163, % $24,199 $4,400 $ $1,219,845 $1,146,654 $1,163, % $12,099 $12,099 $ $1,222,100 $1,148,774 $1,154, % $28,600 $19,800 $2,200** Note: Delinquency amounts may differ from tax certificate amounts due to payment of taxes prior to certificate sale. * Tax certificate has since been sold. ** Tax certificates have since been paid. 22

31 TAX MATTERS General Matters The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the District must continue to meet after the issuance of the Series 2015 Bonds in order that the interest on the Series 2015 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 2015 Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2015 Bonds. The District has covenanted 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 2015 Bonds. In the opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions and assuming the continuing compliance with certain covenants and the accuracy of certain representations, (a) interest on the Series 2015 Bonds will be excludable from gross income for federal income tax purposes, (b) interest on the Series 2015 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (c) interest on the Series 2015 Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations, and (d) the Series 2015 Bonds and the interest thereon will not be subject to taxation under the laws of the State of Florida, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2015 Bonds. Prospective purchasers of the Series 2015 Bonds should consult their own tax advisors as to the status of interest on the Series 2015 Bonds under the tax laws of any state other than the State of Florida. Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions 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 opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts. Rather, such opinions represent 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 The Series 2015 Bonds maturing May 1, 2019 through May 1, 2036 have an original yield above their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated in the same manner for federal income tax purposes as interest, as described above. The amount of original issue discount that is treated as having accrued with respect to a Discount Bond is added to the cost basis of the owner of the bond in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond that are attributable to accrued original issue discount will be treated as taxexempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days that are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii) the amount that would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, (b) less the amount of any interest payable for such Discount Bond during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts that have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount that would have been 23

32 accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date and with respect to the state and local tax consequences of owning a Discount Bond. Subsequent purchasers of Discount Bonds that purchase such bonds for a price that is higher or lower than the "adjusted issue price" of the bonds at the time of purchase should consult their tax advisors as to the effect on the accrual of original issue discount. Original Issue Premium The Series 2015 Bonds maturing May 1, 2016 through May 1, 2017 have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the "Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Except as described above under this heading "TAX MATTERS," Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2015 Bonds, or the ownership or disposition of the Series 2015 Bonds. Prospective purchasers of Series 2015 Bonds should be aware that the ownership of Series 2015 Bonds may result in other collateral federal tax consequences, including (a) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2015 Bonds, (b) the reduction of the loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including the interest on the Series 2015 Bonds, (c) the inclusion of the interest on the Series 2015 Bonds in the earnings of certain foreign corporations doing business in the United States of America for purposes of a branch profits tax, (d) the inclusion of the interest on the Series 2015 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 (e) the inclusion of interest on the Series 2015 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 2015 Bonds. Prospective purchasers of the Series 2015 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Information Reporting and Backup Withholding Interest paid on tax-exempt obligations such as the Series 2015 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 2015 Bonds from gross income for federal income tax purposes. However, in connection with that information reporting requirement, the Code subjects certain noncorporate owners of Series 2015 Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2015 Bonds and proceeds from the sale of Series 2015 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2015 Bonds. This withholding generally applies if the owner of Series 2015 Bonds (a) fails to furnish the payor such owner's social security number or other taxpayer identification number, (b) furnishes the payor an incorrect taxpayer identification number, (c) fails to properly report interest, dividends or other "reportable payments" as defined in the Code or, (d) 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 taxpayer identification number provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 24

33 2015 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. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading "TAX MATTERS" or adversely affect the market value of the Series 2015 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2015 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2015 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2015 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2015 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. PROSPECTIVE PURCHASERS OF THE SERIES 2015 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2015 BONDS AS TO THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2015 BONDS. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section , Florida Statutes, 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, The District has not been in default as to payment of interest on any of its bonds or debt obligations. VALIDATION Bonds issued pursuant to the Master Indenture were validated by a Final Judgment of the Circuit Court in and for St. Johns County, Florida. The period during which an appeal can be taken has expired with no appeal being filed. LITIGATION There is no pending or, to the knowledge of the District, any threatened litigation against the District of any nature whatsoever which in any way questions or affects the validity of the Series 2015 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indenture. Neither the creation, organization or existence of the District, nor the title of the present members of the Board of Supervisors has been challenged. From time to time, the District expects to experience routine litigation and claims incidental to the conduct of its affairs. In the opinion of Counsel to the District, there are no actions presently pending or threatened, the adverse outcome of which would have a material adverse effect on the availability of the Pledged Revenues or the ability of the District to pay the Series 2015 Bonds from the Pledged Revenues. CONTINUING DISCLOSURE In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District will enter into a Continuing Disclosure Certificate (the "Disclosure Agreement"), the form of which is attached hereto as Appendix D. Pursuant to the Disclosure Agreement, the District has covenanted for the benefit of Owners to provide certain financial information and operating data relating to the District and the Series 2015 Bonds in each year (the "District Annual Report"), and to 25

34 provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the Series 2015 Bonds remain outstanding under the Indenture. The District Annual Report will be filed by the District with the Municipal Security Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as Appendix D. Notices of any material events will also be filed by the District with EMMA. In accordance with the SEC Rule and pursuant to the Disclosure Agreement, the District has appointed Prager & Co., LLC, as the dissemination agent for all of the foregoing disclosure materials. The specific nature of the information to be contained in the District Annual Report and the notices of material events are described in Appendix D. The Disclosure Agreement will be executed by the District at the time of issuance of the Series 2015 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule. The District previously entered into a Continuing Disclosure Agreement pertaining to the Refunded Bonds (the Refunded Bonds CDA ). While completed in March 2010 and therefore on time, the District did not file its FY2009 audited financial statements until October 13, 2010, approximately two (2) weeks past the deadline as set forth in the Refunded Bonds CDA. Further, the District filed its FY2010 and FY2011 audited financial statements on July 19, 2011 and July 12, 2012, respectively. While such audited financial statements were filed timely as required by the Refunded Bonds CDA, they were not filed by June 30 of the respective years as prescribed by Florida law. UNDERWRITING The Underwriter has agreed pursuant to a contract entered into with the District, subject to certain conditions, to purchase the Series 2015 Bonds from the District at an aggregate purchase price of $14,131, (representing (i) the par amount of the Series 2015 Bonds of $14,435,000, minus a net original issue discount of $96, and less an Underwriter's discount of $207,000.00). See "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the Series 2015 Bonds if any are purchased. The Underwriter intends to offer the Series 2015 Bonds at the offering prices set forth on the cover page of this Official Statement, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2015 Bonds to certain dealers (including dealers depositing the Series 2015 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter. LEGAL MATTERS The Series 2015 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt of the opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, as to the validity of the Series 2015 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Akerman LLP, Orlando, Florida. AGREEMENT BY THE STATE Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2015 Bonds, that it will not limit or alter the rights of the District of such bonds to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act 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. FINANCIAL STATEMENTS The financial statements of the District for the Fiscal Year ended September 30, 2013, included in this Official Statement have been audited by Carr, Riggs & Ingram, LLC, independent certified public accountants, as 26

35 stated in their report appearing in Appendix E. Such audit is being included as Appendix E as a publicly available document and consent of the auditors to its inclusion was not obtained. The District has covenanted in the Disclosure Agreement attached hereto as Appendix D to provide its annual audit commencing with the audit for the District Fiscal Year ended September 30, 2014, to certain information repositories as described therein. CONTINGENT AND OTHER FEES The District has retained Bond Counsel, District Counsel, the Assessment Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (who has retained Trustee's Counsel), with respect to the authorization, sale, execution and delivery of the Series 2015 Bonds. Except for the payment of fees to District Counsel and the Assessment Consultant, the payment of the fees of the other professionals retained by the District is each contingent upon the issuance of the Series 2015 Bonds. RATING Standard & Poor's Rating Services has assigned a rating of "BBB (Stable Outlook)" to the Series 2015 Bonds. Such rating reflects only the views of such organization and any desired explanation of the significance of such rating should be obtained from such rating agency. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency, if circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Series 2015 Bonds. EXPERTS Rizzetta & Company, Inc. has prepared the assessment methodology set forth in Appendix A hereto and such appendix should be read in its entirety for complete information with respect to the subjects discussed therein. MISCELLANEOUS 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 holders of the Series 2015 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 or the Series 2015 Assessment Area from the date hereof. However, certain parties to the transaction will, on the closing date of the Series 2015 Bonds, deliver certificates to the effect that nothing has come to their attention that would lead them to believe that applicable portions of the 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 the 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 and to the effect that from the date of the Official Statement to the date of closing of the Series 2015 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. HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT By: Its: /s/ Bret Sovine Chair 27

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37 APPENDIX A Supplemental Assessment Report

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39 FINAL SUPPLEMENTAL SPECIAL ASSESSMENT ALLOCATION REPORT SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 Prepared By: RIZZETTA & COMPANY, INC Colwell Ave. Suite 200 Tampa, Florida March 26, 2015

40 TABLE OF CONTENTS Page I. INTRODUCTION II. DEFINED TERMS III. DISTRICT INFORMATION 2 IV. SERIES 2005 PROJECT V. SERIES 2015 BONDS AND ASSESSMENTS... 2 VI. SERIES 2015 ASSESSMENT ALLOCATION... 2 VII. PREPAYMENT OF SERIES 2015 ASSESSMENTS VIII. ADDITIONAL STIPULATIONS 3 EXB A ALLOCATION METHODOLOGY.. 4 INDEX OF TABLES Table Description Page 1 CURRENT SERIES 2005 PRODUCT MIX A-1 2 FINANCING INFORMATION SERIES 2015 ASSESSMENTS A-2 3 FINANCING INFORMATION SERIES 2015 ASSESSMENTS A-2 4 ASSESSMENT ALLOCATION SERIES 2015 ASSESSMENTS... A-3 FINAL SERIES 2015 ASSESSMENT LIEN ROLL A-4 1

41 I. INTRODUCTION HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 FINAL SUPPLEMENTAL SPECIAL ASSESSMENT ALLOCATION REPORT This Final Supplemental Special Assessment Allocation Report is being presented in anticipation of a refunding and defeasance of bonds by the Heritage Landing Community Development District ( District ), a local unit of special purpose government established in accordance with Chapter 190, Florida Statutes. The District proposes to issue Special Assessment Refunding Bonds, Series 2015 (the Series 2015 Bonds ), and has retained Rizzetta & Company, Inc. to prepare a methodology for allocating the special assessments expected to be levied by the District in connection with the transaction. II. DEFINED TERMS 2005 Report The Final Special Assessment Allocation Report dated May 10, 2005, which specified the allocation methodology to be used for the District s Series 2005 Assessments. "District" Heritage Landing Community Development District. Indenture The District s Second Supplemental Trust Indenture, dated as of March 1, Series 2005 Assessments Special assessments levied to secure the District s Series 2005 Bonds. Series 2005 Bonds $17,305,000 Heritage Landing Community Development Special Assessment Bonds, Series Series 2005 Project That portion of the District s public infrastructure program funded with the proceeds of the Series 2005 Bonds. Series 2015 Assessments Special assessments to be levied to secure repayment of the District s Series 2015 Bonds. Series 2015 Bonds $14,435,000 Heritage Landing Community Development District Special Assessment Refunding Bonds, Series

42 III. DISTRICT INFORMATION The District was established pursuant to St. Johns County Ordinance , which was adopted on or about June 22, Pursuant to Resolution , the District authorized the sale of the District s Series 2005 Bonds. Consistent with the original development plan, 1,154 residential units were platted and developed which were originally subject to the Series 2005 Assessments. See Table 1 for a detail of the number of lots currently encumbered with Series 2005 Assessments. IV. SERIES 2005 PROJECT There are no changes to the Series 2005 Project associated with this refunding, as the Series 2005 Project was previously declared complete by the District s consulting engineer on or about November 10, V. SERIES 2015 BONDS AND ASSESSMENTS The Series 2005 Bonds are currently outstanding in the principal amount of $14,435,000. In order to take advantage of market conditions, the District intends to refund and defease the Series 2005 Bonds with new Series 2015 Bonds, repayment of which will be secured by the levy of Series 2015 Assessments on the lands formerly encumbered by Series 2005 Assessments. The Series 2015 Bonds will be issued in a par amount of $14,435,000. The bond proceeds will be combined with available funds on-hand to make the required escrow deposits associated with defeasance of the Series 2005 Bonds, with the remainder being used to fund a debt service reserve and associated issuance costs. Detailed Series 2015 Bond financial data can be found in Table 2. The Series 2015 Assessments will be imposed in an aggregate initial principal amount of $14,435,000 and will be structured in order to satisfy the District s debt service obligations for the Series 2015 Bonds. Because these assessments are normally collected via the St. John s County tax bill process, the assessments will be augmented to allow for County collection costs and early payment discounts, which have been estimated for purposes of this report. See Table 3. VI. SERIES 2015 ASSESSMENT ALLOCATION The District intends to secure repayment of the Series 2015 Bonds through the levy of Series 2015 special assessments, as contemplated under Florida Statutes Chapters 190 and 170, on those parcels currently encumbered by Series 2005 Assessments. Unlike property taxes, which are ad valorem in nature, a community development district may levy special assessments under Florida Statute only if the parcels to be assessed receive special benefit from the infrastructure improvements acquired and/or constructed by the district. These special benefits are peculiar to lands within the district and differ in nature to those general or incidental benefits that landowners outside the district or the general public may enjoy. A district must also apportion or allocate its special assessments so that the assessments are fairly and reasonably distributed relative to the special benefit conferred. Generally speaking, this means the amount of special assessment levied on a parcel should not exceed the amount of special benefit for that parcel. The District typically may develop and adopt an assessment methodology based on front footage, square footage, or any other reasonable allocation method, so long as the assessment 3

43 meets the benefit requirement, and so long as the assessments are fairly and reasonably allocated. Pursuant to District Resolution , the District s Board of Supervisors determined in relevant part that 1) the Series 2005 Project conferred special benefit upon the parcels to be encumbered with Series 2005 Assessments and 2) that the proposed allocation of Series 2005 Assessments, as specified in the 2005 Report, was fair and reasonable. As stated above, the Series 2005 Project is now complete, and there are no changes to the Series 2005 Project associated with this refunding. As such, the District s previous determination of special benefit is still valid. The Series 2015 Assessments will be allocated among the former Series 2005 parcels using the same methodology found in the 2005 Report. The configuration of the parcels and the benefit conferred by the Series 2005 Project remains consistent. Accordingly, the Series 2015 Assessment allocation is fair and reasonable, and the resulting per unit assessments fall within acceptable benefit levels. See Table 4 for the new Series 2015 Assessments for each land use, along with a comparison of the original Series 2005 annual installment to illustrate the relative reduction in annual payments enjoyed by each of the land uses. The Final Series 2015 Assessment Lien Roll can be found at the back of this report. VII. PREPAYMENT OF SERIES 2015 ASSESSMENTS As more fully described in the District s assessment resolutions, the Series 2015 Assessments encumbering a parcel may be prepaid in full at anytime, without penalty, together with interest at the rate on the Series 2015 Bonds to the Interest Payment Date (as defined in the Indenture) that is more than forty-five (45) days next succeeding the date of prepayment. Notwithstanding the preceding provisions, the District does not waive the right to assess penalties which would otherwise be permissible if the parcel being prepaid is subject to an assessment delinquency. VIII. ADDITIONAL STIPULATIONS All provisions of the Modifications and Revisions section of the 2005 Report remain in full force and effect. To the extent any provisions of the 2005 Report conflict with this Supplemental Report, the provisions of this report shall prevail. Certain financing and development data was provided by members of District staff. The allocation methodology described herein was based on information regarding the underlying bond transaction provided by those professionals. Rizzetta & Company makes no representation regarding said transaction beyond restatement of the factual information necessary for compilation of this report. For additional information about the Series 2015 Bond structure and related items, please refer to the Indenture. 4

44 EXHIBIT A: ALLOCATION METHODOLOGY 5

45 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 TABLE 1: CURRENT SERIES 2005 PRODUCT MIX TOTAL PRODUCT UNITS Single Family 1106 TOTAL: 1,106 (1) (1) Reflects prepayments of Series 2005 Assessments for 48 (forty-eight) lots. A-1

46 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 TABLE 2: FINANCING INFORMATION - SERIES 2015 BONDS Issue Date March 26, 2015 Final Maturity May 1, 2036 Average Coupon Rate 4.055% Maximum Annual Debt Service (MADS) $1,021, SOURCES: PAR AMOUNT $14,435, Net Original Issue Discount ($96,168.45) $14,338, Revenue Account $1,284, Prepayment Account $25, Reserve Fund $322, Total Net Proceeds $15,971, USES: Escrow Deposits ($14,850,745.78) DSRF ($510,685.00) (1) Accrued Interest ($263,199.69) (2) Cost of Issuance ($137,000.00) Underwriter's Discount ($207,000.00) Rounding ($2,380.60) Total Uses ($15,971,011.07) (1) 50% of MADS (2) Interest through 11/1/15 Source: District Underwriter TABLE 3: FINANCING INFORMATION - SERIES 2015 ASSESSMENTS First Installment FY 2015/2016 (1) Final Installment FY 2035/2036 (1) Total Installments 21 Average Interest Rate 4.055% Initial Principal Amount $14,435, Aggregate Annual Installment $1,021, (2) Estimated County Collection Costs 2.00% $20, (3) Maximum Early Payment Discounts 4.00% $41, (3) Total Annual Installment $1,083, (1) Ultimate collection schedule at the District's discretion. (2) Based on aggregate MADS for the Series 2015 Bonds. (3) May vary as provided by law. A-2

47 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 TABLE 4: ASSESSMENT ALLOCATION - SERIES 2015 ASSESSMENTS (1) PRODUCT PER UNIT PRODUCT PER UNIT SERIES 2005 SERIES 2005 PER UNIT INITIAL TOTAL INITIAL TOTAL ANNUAL ANNUAL REMAIN. ANNUAL PRODUCT EAUs UNITS PRINCIPAL (2) (3) PRINCIPAL (3) INSTLMT. (2)(4) INSTLMT. (4) PRINCIPAL (3) INSTLMT. (4) Single Family $14,435, $13, $1,083, $ $13, $1, TOTAL 1,106 $14,435, $1,083, (1) Allocation of Series 2015 Assessments based on existing EAU methodology. (2) Product total shown for illustrative purposes only (3) Assumes payment of final Series 2005 annual installment. (4) Includes estimated St. John's County collection costs/payment discounts, which may fluctuate. A-3

48 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT 2015 ASSESSMENT LIEN ROLL Account # Owner Name Legal Description site_city site_zip LU REMAINING PRINCIPAL DEBT SERVICE D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ D R HORTON INC - JACKSONVILLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MOUNT BRIAN,ERIN 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WITTMAN JEFFREY L,EUGENIA G 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH RANDALL S,DEBBIE J 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GOURLAY BRIAN W,KELLY A 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MATHIAS PATRICK L,MATILDA A 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LIBROJO MARIANO R JR ET AL 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KUKAR MELISSA M 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PMP GROUP LLC 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH DEBORAH L 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH JUSTIN,ANASTASIA 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BAILEY SEAN M 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KELLEHER HEATHER COLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WILLIAMS GREGG H,THERESA D 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BRONSON CODY D,HEATHER R 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THR FLORIDA LP 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THURSTON JOAN,LERONE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CLARKE SHARON 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JOLLY JANA 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BREWSTER JAMES E ETAL 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HERNANDEZ PRISCILLA,DAVID A 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WILLIAMSON REBECCA C,TERRY A 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CHUNG TOMMY,NICOLE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GREENWOOD LONALD A,ALICE K 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SPAGNOLETTI ANTHONY J,SHAKA 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ C PROPERTY HOLDINGS LLC 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MURTAZA MIRZA B,MOLLY ALEXANDER 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ IH2 PROPERTY FLORIDA LP 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THR FLORIDA LP 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ELVORD ENNIS L 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BAKER JONTE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FENNEWALD MICHAEL 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BERGUS BORIS 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WELLS TASHA JEAN 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BARRANCO STEVEN A,DIANA V 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ IAROPOLI SALVATORE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BYRNS JOSEPH,MARGARET 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MOORE KENNETH J JR,JEAN E 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SEGURA CURTIS L,CARMEN L 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BURTON MARISA S,SEAN P 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HUSAIN SABBIR ETUX 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PHILLIPS JEANNETTE 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ AH4R I FL 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GRUBB MELISSA A 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HANSEN DONALD,DIANNA 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ROBINSON MICHAEL L,LESLIE L 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ REYNOLDS NICHOLAS 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ POLLY JASON M,CAITLYN M 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FEDERAL NATIONAL MORTGAGE ASSN 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MALLATT SCOTT 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ STALLWORTH NARVELL,RAGINA 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BALL RONALD D,STACI L 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FEDERAL NATIONAL MORTGAGE ASSOC 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ EVANS ELIZABETH CONDE,CHRISTOPHER 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SERAILE LOIS H 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HOLMAN ASHLEY,LEE III 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ NAPOLITANO JOSHUA S ETAL 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SOMMERFELD MEAGAN 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ NATIONSTAR MORTGAGE LLC 55/41-52 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ TOOMBS TROY G,HEATHER A 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH BO W,JENNIFER M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BARANOVA TATIANA 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ TRAN HUAN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CHAPMAN ROBERT H,BRENDA P 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MC DONOUGH ROBERT J,REGINA L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BROWN JAMES L JR,DIANNE KAY 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LEWIS MICHAEL,LESLI 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ANDREWS VICKI 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MASSEY RANDOLPH G,SUZANNE E 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FUHRMAN JOHN M,JILL J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ VO SANH VAN,NANCY 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ DEAN RANDALL LEE,EVELYN C 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ KOUTAVAS MILTON D 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ TRUSSELL ROBERT K,KRISTEL STRUBER 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THR FLORIDA LP 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ JONES DAVID A,RENE L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BUONACORE VINCENT JR,EDITH-MARIE F 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HALL KENNETH J,BONNIE L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CAMPBELL LINDSAY 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ TEJADA KRISTINA,JORGE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ TAYLOR MICHAEL C,JAIME L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MIXSON JEREMY KYLE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BRAZIL SHAUN MICHAEL,JULIE ANNE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PINTO JOSE L ETUX 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ HULKA SUSAN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ A-4

49 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT 2015 ASSESSMENT LIEN ROLL Account # Owner Name Legal Description site_city site_zip LU REMAINING PRINCIPAL DEBT SERVICE GIVENS FRANKLIN JR,FLORA LIGON 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ OLIVER HOWARD REED III,STACEY COX 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ NEWSOME JOSEPH,ALLISON M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CARTER MATTHEW,JENNIFER R 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PERKINS STEPANIE ETAL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ MAYER RICHARD K,STACY B 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FERNANDEZ JOHN,DENISE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ TRELL JOHN A,TOBIE L ETAL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WALKER CHARLES S,ALEXIS L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WESTCOTT MICHAEL T,AMANDA L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ ARISMENDI JENNIFER M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SOLTWEDEL PHILIP,DEBRA 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CARRIGAN ANNE L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HYATT LEO G,BARBARA J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HARTZELL DAVID J,JEANNIE D 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ANDERSON ROSEMARIE N,ROBERT W ETAL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ REEDER MICHAEL,CHRISTINE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WILSON TODD C,PATRICIA A 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ HAUSER ERICA J,DARIN M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ VAUGHN DUSTIN G,KELLY T 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BURKE PHILLIP H,KERRI E 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ CASH PAUL ALBERT,MELANIE DEANNE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FERRIELL RICHARD D,JUANITA 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FIORI CLAUDE A JR,JANE P 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HJORT SAMUEL ERIC,APRIL DAWN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MULLER JOSEPH ETAL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JAHNS BRIAN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PHILOSOPHOS LOUIS S,LAURA A 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ TALALAI ROBERT,GERALDINE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FRISCH ANDREW S,JEANINE A 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ROMETO ALBERT A,CAROLYN B 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DEVITO DANIELLE ETVIR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LOGALBO FRANK ARTHUR JR,DIANE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FARRELL STACI D,CHRISTOPHER J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PYE NANCY J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GLYNN PRESCOTT G,ELIZABETH B 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CAMBRIA PAUL,SONJA HAUG REVOCABLE LIVING TRUST 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BROWN JENNIFER ELIZABETH,TRAVIS WAYNE 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ HINES RICHARD W,SHARRON A *** 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BASTOW MEGAN K, DOUGLAS C 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FERRO GUS CARL JR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CLYCE THOMAS LANCE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ POWELL JERED A,CINDY 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ REDLINSKI JEFFREY M,KELLY 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ SZTOLYAR JOHN A,WENDY M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JEFFERSON BENJAMIN S,SHANNON RENEE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WEBER ROSE,DANNY ROBERT 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JANSSEN ELIZABETH ANN,LUCAS JUSTIN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ VERMEIRE GERALD E 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MENDOZA PATRICIA ETVIR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PERRY SARAH A,WILLIAM R 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GIDDENS DANIELE GUINEVERE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THORESEN KEITH,CRISTINE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH RYAN J,JENNIFER L ETAL 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ DAVIS BOBBY JOSEPH,KRISTEN P 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SCHABER NICHOLAS JON 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ZUFELT DAVID N,JENNIFER DIANE BURTON 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ FREEMAN CHARLES JUSTIN,SHEA ELIZABETH 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KEYSER JULIE MOZINGO 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MC KELVERY KATHLEEN MARIE,PAUL EUGENE JR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PRIESTER BRADLEY JR,RACHEL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LOCASCIO ANN LOUISE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JOHNSON SHAYNE HOWARD SR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ INGLES CHRISTOPHER P,CAROL O 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MENDELSON MITCHEL LEE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DEAN RONNIE D,LENORA ANN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DURHAM TOMMIE D,SARA E 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BAUDIN CRAIG-RANDALL JOSEPH II,MEGHAN R 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ PETERSON KIMBERLY M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ RIVAS FRANCISCO 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ RODDEN NEIL J ETUX 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KREUTER KEVIN,JEAN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ OVERSTREET SHALA,CARLON 57/73-81 SAINT JOHNS SIX MILE ** CONFIDENTIAL ** ***** SF $13, $ DE CARLO ANTHONY A,ANTOINETTE ETAL 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ POULOS BASIL N JR 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DINBERG MICHELLE A,KYLE L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BELT-RIVERA FRANKIE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ GERVASE GLENN JOHN,HELEN TRACY 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FLEMING LIVING TRUST 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FAZZINGO VALERIE M 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LONG GEORGE NORMAN III 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LYLES AUNDREA ELLEN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SMITH STACIE MARIE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FREO FLORIDA LLC 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DIOTTE DARRELL C III,SARAH L 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MILLER KENNETH ROMEL,NATASHA KATRICE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MICKLEY BRENT,RENEE 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CHESNEY RICHARD J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ NAGROCKI BENJAMIN J 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KOEPPEL LAURA A 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JOHNSON JOHN MICHAEL ETUX 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FANNING KRISTIN,JAMES 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $0.00 $ BRANCH GERALD,ARIMINTA 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ HILSKY RUSSELL,MARY ANN 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ BRANDLE ALAN W,ASHLEY D 57/73-81 SAINT JOHNS SIX MILE 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58 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT 2015 ASSESSMENT LIEN ROLL Account # Owner Name Legal Description site_city site_zip LU REMAINING PRINCIPAL DEBT SERVICE KANELLIS ALEXANDRA M ET VIR 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ OYERVIDES GREGORIO,ASCENETH 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DEITRICK JOSHUA KENNETH 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ SAVERY MICHAEL,LEANNE 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MC DOWELL STEPHEN M,PATRICIA ETAL 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FEDEWITZ JAMES A,JOY E 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FARIS STEVEN W ETAL 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ FERGUS MATTHEW A ETAL 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ JOHNSON JEFFREY J 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ DE SOTTO DEBORAH 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KUCHINSKY VINCENT W,KATHLEEN A 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59 HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT 2015 ASSESSMENT LIEN ROLL Account # Owner Name Legal Description site_city site_zip LU REMAINING PRINCIPAL DEBT SERVICE DAVIS ELAINE 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ POTTS MICHAEL JEROME,TRACY F 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ THR FLORIDA LP 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ KELLEY STEPHEN DEL 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MC GLASSON MELINDA 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ EBONG IMEH D,CAROLINE U 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ WARREN KATHERINE G 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ LOMBARDI MATTHEW 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ CARTER TERRY L ETAL 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ MALLATT SCOTT P,CHRISTINE D 56/45-54 SAINT JOHNS SIX MILE SAINT AUGUSTINE SF $13, $ ST JOHNS COUNTY 57/73-81 SAINT JOHNS SIX MILE SAINT AUGUSTINE $0.00 $ ST JOHNS COUNTY FLORIDA 47/84-94 ST JOHNS SIX MILE SAINT AUGUSTINE $0.00 $ ST JOHNS COUNTY 55/41-52 SAINT JOHNS SIX MILE CREE SAINT AUGUSTINE $0.00 $ ST JOHNS COUNTY FLORIDA 52/43-59 SAINT JOHNS SIX MILE SAINT AUGUSTINE $0.00 $ HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT 1-B PT OF UNPLATTED SECS SAINT AUGUSTINE $0.00 $0.00 $14,435, $1,083, A-15

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61 APPENDIX B Master Trust Indenture and Form of Second Supplemental Trust Indenture

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63 TABLE OF CONTENTS ARTICLE I DEFINITIONS... 3 Section Meaning of Words and Terms... 3 Section 102. Rules of Construction MASTER TRUST INDENTURE BETWEEN HERITAGE ISLE AT VIERA COMMUNITY DEVELOPMENT DISTRICT AND SUNTRUST BANK, as Trustee DATED AS OF MAY 1,2004 ARTICLE I1 Section 201. Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210. Section Section 212. FORM. EXECUTION. DELIVERY AND DESIGNATION OF BONDS Issuance ofbonds Details of Bonds... i... $15 Execution and Form of Bonds Negotiability, Registration and Transfer of Bonds Ownership of Bonds Special Obligations Authorization of Bonds Temporary Bonds Mutilated, Destroyed or Lost Bonds Pari Passu Obligations Under Credit Agreements Bond Anticipation Notes Tax Status of Bonds ARTICLE I11 REDEMPTION OF BONDS Section 301. Redemption Generally Section 302. Notice of Redemption; Procedure for Selection Section 303. Effect of Calling for Redemption Section 304. Cancellation ARTICLE IV ACQUISITION AND CONSTRUCTION FUND. 22 Section 401. Acquisition and Construction Fund Section 402. Payments From Acquisition and Construction Fund Section 403. Cost of Project Section 404. Disposition of Balances in Acquisition and Construction Fund ARTICLE V ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 501. Lien Section 502. Establishment of Funds and Accounts Section 503. Acquisition and Construction Fund Section 504. Revenue Fund and Series Revenue Accounts Section 505. Debt Service Fund and Series Debt Service Accounts Section 506. Optional Redemption {OR738362;3} {OR ;3} 1 Section 507. Rebate Fund and Series Rebate Accounts Section 508. Investment of Funds and Accounts Section 509. Deficiencies and Surpluses in Funds Section Investment Income Section Cancellation of the Bonds ARTICLE VI CONCERNING THE TRUSTEE Section 601. Section 602. Section 603. Section 604. Section 605. Section 606. Section 607. Section 608. Section 609. Section 610. Section Section 612. Section Section 614. Section Section Section 617. Section 618. Section 619. Section 620. Section Section 622. Acceptance of Trust No Responsibility for Recitals Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence Compensation and Indemnity No Duty to Renew Insurance Notice of Default; Right to Investigate Obligation to Act Reliance by Trustee Trustee May Deal in Bonds Construction of Ambiguous Provision Resignation of Trustee Removal of Trustee Appointment of Successor Trustee Qualification of Successor Trustee Instruments of Succession Merger of Trustee Resignation of Paying Agent or Bond Registrar Removal of Paying Agent or Bond Registrar Appointment of Successor Paying Agent or Bond Registrar Qualifications of Successor Paying Agent or Bond Registrar Acceptance of Duties by Successor Paying Agent or Bond Registrar Successor by Merger or Consolidation ARTICLE VII FUNDS CONSTITUTE TRUST FUNDS Section 701. Trust Funds ARTICLE VIII COVENANTS AND AGREEMENTS OF THE DISTRICT. 37 Section 801. Payment of Bonds Section 802. Extension of Payment of Bonds Section 803. Further Assurance Section 804. Power to Issue Bonds and Create a Lien Section 805. Power to Undertake Series Projects and to Collect Pledged Revenues Section 806. Sale of Series Projects Section 807. Completion and Maintenance of Series Projects Section 808. Section 809. Section 810. Section Section 812. Section 813. Section 814. Section 815. Section 816. Section 817. Accounts and Reports. Reports Pursuant to Uniform Special District Accountability Act of Arbitrage and Other Tax Covenants Enforcement of Payment of Assessments Method of Collection of Assessments and Benefit Special Assessments Delinquent Assessments Deposit of Proceeds from Sale of Tax Certificates Sale of Tax Deed or Foreclosure of Assessment or Benefit Special Assessment Lien Other Obligations Payable from Assessments or Benefit Special Assessments Re-Assessments General ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 901. Section 902. Section 903. Section 904. Section 905. Section 906. Section 907. Section 908. Section 909. Section 910. Section Section 912. ARTICLE X Extension of Interest Payment Events of Default Acceleration of Maturities of Bonds of a Series Enforcement of Remedies Pro Rata Application of Funds Among Owners of a Series of Bonds Effect of Discontinuance of Proceedings Restriction on Individual Owner Actions No Remedy Exclusive Delay Not a Waiver Right to Enforce Payment of Bonds No Cross Default Among Series Indemnification EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS Section Execution of Instruments by Owners and Proof of Ownership of Bonds ARTICLE XI SUPPLEMENTAL INDENTURES Section Supplemental Indentures Without Owners' Consent Section Supplemental Indentures With Owner Consent Section Opinion of Bond Counsel With Respect to Supplemental Indenture Section Supplemental Indenture Part of Indenture Section Insurer or Issuer of a Credit or Liquidity Facility as Owner of Bonds {OR738362;3} 11 B-1 {OR738362;3}

64 ARTICLE XI1 DEFEASANCE Section Defeasance and Discharge of the Lien of this Master Indenture and Supplemental Indentures Section Moneys Held in Trust ARTICLE XI11 MISCELLANEOUS PROVISIONS Section Effect of Covenants Section Manner of Giving Notice to the District and the Trustee Section Manner of Giving Notice to the Owners Section Successorship of District Officers Section Inconsistent Provisions Section Further Acts Section Headings Not Part of Indenture Section Effect of Partial Invalidity; Applicable Law Section Attorney's Fees... $55 Section Counterparts Section Effective Date EXHIBIT A Form of Requisition MASTER TRUST INDENTURE THIS IS A MASTER TRUST INDENTURE, dated as of May 1,2004, by and between HERITAGE ISLE AT VIERA COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government organized and existing under the laws of the State of Florida (the "District"), and SUNTRUST BANK, a Georgia state bank, as trustee (the "Trustee"), having the authority to accept trusts of the type herein set forth. WHEREAS, the District is a community development district duly organized and existing under the provisions of Chapter 190, Florida Statutes, as amended (the "Act"), for the purpose, among other things, of financing and managing the acquisition, construction, maintenance, and operation of the major infrastructure within and without the boundaries of the District; and WHEREAS, the District has the power and authority under the Act to issue special assessment bonds and revenue bonds and to use the proceeds thereof to finance the cost of acquiring and constructing assessable improvements (as defined in the Act) and projects, and, by virtue of Section of the Act, to levy and collect special assessments therefore as provided in Chapter 170, Florida Statutes, as amended and to levy and collect user charges and fees therefore as provided in Section , Florida Statutes, as amended; and WHEREAS, the District has the power and authority under and by virtue of Section of the Act to levy and collect Benefit Special Assessments (hereinafter defined); and WHEREAS, the District has found and determined and does hereby find and determine, that acquisition and construction of the Series Projects (hereafter defined) is and will be necessary and desirable in serving the District's goal of properly managing the acquisition, construction, and operation of portions of the infrastructure within and without the boundaries of the District as permitted by the Act; and WHEREAS, the execution and delivery of the Bonds and of this Master Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Master Indenture a valid and binding agreement and a valid and binding lien on the Trust Estate (hereinafter defined) have been done; NOW, THEREFORE, THIS MASTER TRUST INDENTURE WITNESSETH: GRANTING CLAUSES That the District, in consideration of the premises and acceptance by the Trustee of the trusts hereby created and the purchase and acceptance of the Bonds (hereafter defined) by the Owners (hereafter defined), and of the sum of ten dollars ($10.00), lawfbl money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of this Master Indenture, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds of a Series (hereafter defined) issued hereunder according to their tenor and effect and to secure the performance and observance by the District of all of the covenants expressed or {OR738362;3} iv {OR ;3} implied herein, in the Supplemental Indenture authorizing the issuance of such Series of Bonds and in the Bonds of such Series, does hereby assign and grant a security interest in the following (herein called the "Trust Estate") to the Trustee and its successors in trust, and assigns forever, for the securing of the performance of the obligations of the District herein set forth: (i) the Pledged Revenues (hereinafter defined) and Pledged Funds (hereinafter defined); and (ii) any and all property of every kind or description which may from time to time hereafter be sold, transferred, conveyed, assigned, hypothecated, endorsed, deposited, pledged, granted or delivered to, or deposited with, the Trustee as security for any Series of Bonds issued pursuant to this Master Indenture by the District or anyone on its behalf or with its consent, or which pursuant to any of the provisions hereof or of the Supplemental Indenture securing such Series of Bonds may come into the possession or control of the Trustee or of a lawfully appointed receiver, as such additional security, and the Trustee is hereby authorized to receive any and all such property as and for security for the payment of such Series of Bonds and the interest and premium, if any, thereon, and to hold and apply all such property subject to the terms hereof, it being expressly understood and agreed that except as otherwise provided herein or in a Supplemental Indenture the Trust Estate established and held hereunder for Bonds of a Series shall be held separate and in trust solely for the benefit of the Owners of the Bonds of such Series and for no other Series; TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth (a) for the equal and proportionate benefit and security of all present and future Owners of the Bonds of a Series, without preference of any Bond of such Series over any other Bond of such Series, (b) for enforcement of the payment of the Bonds of a Series, in accordance with their terms and the terms of this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds, and all other sums payable hereunder, under the Supplemental Indenture authorizing such Series of Bonds or on the Bonds of such Series, and (c) for the enforcement of and compliance with the obligations, covenants and conditions of this Master Indenture except as otherwise expressly provided herein, as if all the Bonds at any time Outstanding (hereafter defined) had been authenticated, executed and delivered simultaneously with the execution and delivery of this Master Indenture, all as herein set forth. IT IS HEREBY COVENANTED, DECLARED AND AGREED (a) that this Master Indenture creates a continuing lien equally and ratably to secure the payment in full of the principal of, premium, if any, and interest on all Bonds of a Series which may from time to time be Outstanding hereunder, except as otherwise expressly provided herein, (b) that the Trust Estate shall immediately be subject to the lien of this pledge and assignment without any physical delivery thereof or fbrther act, (c) that the lien of this pledge and assignment shall be a first lien and shall be valid and binding against all parties having any claims of any kind in tort, contract or otherwise against the District, irrespective of whether such parties have notice thereof, and (d) that the Bonds of a Series are to be issued, authenticated and delivered, and that the Trust Estate is to be held, dealt with, and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Master Indenture and the Supplemental Indenture authorizing the issuance of the Bonds of such Series and the District covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Owners from time to time of the Bonds of each respective Series, as follows: ARTICLE I DEFINITIONS Section 101. Meaning of Words and Terms. The following words and terms used in this Master Indenture shall have the following meanings, unless some other meaning is plainly intended: "Accountant" shall mean the independent certified public accountant or independent certified public accounting firm retained by the District to perform the duties of the Accountant under this Master Indenture. "Accountant's Certificate" shall mean an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the District. shall mean all accounts created pursuant to Section 502 hereof except the Series Rebate Account within the Rebate Fund. "Accreted Value" shall mean, as of the date of computation with respect to any Capital Appreciation Bonds, an amount (truncated to three (3) decimal places) equal to the original principal amount of such Capital Appreciation Bonds at the date of issuance plus the interest accrued on such Bonds from the date of original issuance of such Capital Appreciation Bonds to the date of computation, such interest to accrue at the rate of interest per annum of the Capital Appreciation Bonds (or in accordance with a table of compound accreted values set forth in such Capital Appreciation Bonds), compounded semi-annually on each Interest Payment Date; provided, however, that if the date with respect to which any such computation is made is not an Interest Payment Date, the Accreted Value of any Bond as of such date shall be the amount determined by compounding the Accreted Value of such Bond as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) at the rate of interest per annum of the Capital Appreciation Bonds for the partial semi-annual compounding period determined by dividing (x) the number of days elapsed (determined on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months) from the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance), by (y) one hundred eighty (1 80). A table of Accreted Values for the Capital Appreciation Bonds shall be incorporated in a Supplemental Indenture executed by the District upon issuance of any Capital Appreciation Bonds. "Acquisition and Construction Fund" shall mean the fhd so designated in, and created pursuant to, Section 502 hereof. "Act" shall mean Chapter 190, Florida Statutes, as amended, and other applicable provisions of law. {OR738362;3} 2 B-2 {OR738362;3} 3

65 "Additional Bonds" shall mean Bonds of a Series authenticated and delivered pursuant to the terms of a Supplemental Indenture providing for the issuance of pari passu Additional Bonds of such Series. "Additional Series Project" shall mean the acquisition and/or construction of any additions, extensions, improvements and betterments to and reconstructions of a Series Project to be financed, in whole or in part, from the proceeds of any Additional Bonds or any Subordinate Debt. "Amortization Installments" shall mean the moneys required to be deposited in the Redemption Account within the Debt Service Fund for the purpose of redeeming and paying when due any Term Bonds, the specific amounts and dates of such deposits to be set forth in a Supplement a1 Indenture. "Assessments" shall mean all special assessments levied for an assessable project and levied and collected by or on behalf of the District pursuant to the provisions of the Act, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170 Florida Statutes, as amended from time to time, if any such interest is collected by or on behalf of the District, and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds. "Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof. "Authorized Officer" shall mean any person authorized by the District in a writing directed to the Trustee to perform the act or sign the document in question. "Benefit Special Assessments" shall mean assessments levied and collected in accordance with Section (2), Florida Statutes, as amended from time to time, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Benefit Special Assessments which are not paid in full when due and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds. "Bond Counsel" shall mean Akerman Senterfitt or any other attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the District. "Bond Registrar" or "Registrar" shall mean the bank or trust company designated as such by Supplemental Indenture with respect to a Series of Bonds for the purpose of maintaining the registry of the District reflecting the names, addresses, and other identifying information of Owners of Bonds of such Series. "Bond Year" shall mean, unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, the period commencing on the first (lsf) day of May in each year and ending on the last day of April of the following year. "Bonds" shall mean the Outstanding Bonds of all Series. "Business Day" shall mean any day excluding Saturday, Sunday or any other day on which banks in the cities in which the designated corporate trust office of the Trustee or the Paying Agent are located are authorized or required by law or other governmental action to close and on which the Trustee or Paying Agent, or both, is closed. "Capital Appreciation Bonds" shall mean Bonds issued under this Indenture and any Supplemental Indenture as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then-current Accreted Value only at the maturity or earlier redemption thereof, all as so designated in a Supplemental Indenture of the District providing for the issuance thereof. "Capitalized Interest" shall mean, with respect to the interest due or to be due on a Series of Bonds prior to, during and for a period not exceeding one (1) year after the completion of a Series Project to be funded by such Series, all or part of such interest which will be paid, or is expected to be paid, from the proceeds of such Series. "Capitalized Interest Account" shall mean any Capitalized Interest Account to be established within the Debt Service Fund by the Supplemental Indenture with respect to any Series of Bonds issued under this Master Indenture, as authorized pursuant to this Master Indenture. "Chairman" shall mean the Chairman of the Governing Body or his or her designee or the person succeeding to his or her principal functions. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor provisions thereto and the regulations promulgated thereunder or under the Internal Revenue Code of 1954, as amended, if applicable, or any successor provisions thereto. "Completion Bonds" shall mean Bonds issued pursuant to a Supplemental Indenture ranking on a parity with the Series of Bonds issued under such Supplemental Indenture, the proceeds of which are to be used to complete the Series Project. "Connection Fees" shall mean all fees and charges assessed by the District to users for the actual costs of connecting to a utility system of the District, but shall not include any Impact Fees. "Consulting Engineers" shall mean any engineering firm or corporation having a favorable repute for skill and experience employed by the District in connection with any Series Project. {OR738362;3} 4 {OR738362;3} 5 "Cost" as applied to a Series Project or Additional Series Project, shall include the cost of acquisition and construction thereof and all obligations and expenses relating thereto including, but not limited to, those items of cost which are set forth in Section 403 hereof. "Credit or Liquidity Facility" shall mean a letter of credit, a municipal bond insurance policy, a surety bond or other similar agreement issued by a banking institution or other entity satisfactory to the District and providing for the payment of the principal of, interest on or purchase price of a Series of Bonds or any alternate or substitute Credit or Liquidity Facility if then in effect. "Current Interest Bonds" shall mean Bonds of a Series the interest on which is payable at least annually. "Date of Completion" with respect to a Series Project or Additional Series Project shall mean: (i) the date upon which such Project and all components thereof have been acquired or constructed and are capable of performing the functions for which they were intended, as evidenced by a certificate of the Consulting Engineer filed with the Trustee and the District; or (ii) the date on which the District determines, upon the recommendation of or consultation with the Consulting Engineer, that it cannot complete such Project in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the Consulting Engineer of the District filed with the Trustee and the District; provided that in each case such certificate of the Consulting Engineer shall set forth the amount of all Costs of such Project which has theretofore been incurred, but which on the Date of Completion is or will be unpaid or unreimbursed. "Debt Service" shall mean collectively the principal (including Amortization Installments), interest, and redemption premium, if any, payable with respect to the Bonds. "Debt Service Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof. "Delinquent Assessments" shall mean, collectively, any and all installments of any Assessments or Benefit Assessments which are not paid on the date on which such installments are due and payable. "Depository" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the District as a depository of moneys subject to the provisions of this Master Indenture. "District" shall mean Heritage Isle at Viera Community Development District, a community development district created pursuant to the Act or any successor thereto which succeeds to the obligations of the District hereunder. "Engineers' Certificate" shall mean a certificate of the Consulting Engineers or of such other engineer or firm of engineers having a favorable repute for skill and experience in the engineering matters with respect to which such certification is required. "Federal Securities" shall mean, to the extent permitted by law for investment as contemplated in this Master Indenture and any Supplemental Indenture, (i) Government Obligations, (ii) any Tax Exempt Obligations which are fully secured as to principal and interest by an irrevocable pledge of Government Obligations, which Government Obligations are segregated in trust and pledged for the benefit of the holders of the Tax Exempt Obligations, (iii) certificates of ownership of the principal or interest of Government Obligations, which Government Obligations are held in trust and (iv) investment agreements at least one hundred percent (100%) collateralized by obligations described in clauses (i), (ii) or (iii) above. "Fiscal Year" shall mean the fiscal year of the District in effect from time to time, which shall initially mean the period commencing on the first day of October of any year and ending on the last day of September of the following year, "Funds" shall mean all funds created hereunder, except the Rebate Fund, created pursuant to Section 502 hereof. "Governing Body" shall mean the Board of Supervisors of the District. "Government Obligations" shall mean direct obligations of, or obligations the payment of which is unconditionally guaranteed by, the United States of America. "Impact Fees" shall mean the fees imposed by the District on new users connecting to a system or project of the District which represent a pro rata share of the costs of the system or project which are attributable to the increased demand such additional connections or use create upon the system. "Indenture" shall mean this Master Indenture, as amended and supplemented from time to time by a Supplemental Indenture or indentures, and, shall mean when used with respect to a Series of Bonds issued hereunder, this Master Indenture, as amended and supplemented by the Supplemental Indenture relating to such Series of Bonds. "Insurer" shall mean the issuer of any municipal bond insurance policy insuring the timely payment of the principal of and interest on Bonds or any Series of Bonds. "Interest Payment Date" shall mean the dates specified in a Supplemental Indenture with respect to a Series of Bonds upon which the interest of and/or principal on Bonds of such Series shall be due and payable in each Bond Year. "Investment Obligations" shall mean and includes any of the following securities, if and to the extent that such securities are legal investments for funds of the District; (i) United States Government Obligations; (ii) obligations of the Governmint National Mortgage Association (including participation certificates issued by such Association); (iii) obligations of the Federal National Mortgage Association (including participation certificates issued by such Association); (iv) obligations of Federal Home Loan Banks; {OR738362;3) 6 B-3 {OR ;3) 7

66 (v) deposits, Federal funds or bankers' acceptances (with term to maturity of 270 days or less) of any bank which has an unsecured, uninsured and unguaranteed obligation rated in one of the top two (2) rating categories by both Moody's and S&P; (vi) and S&P; commercial paper rated in the top two rating category by both Moody's (vii) obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the top two (2) rating categories by both Moody's and S&P; (viii) 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 by both Moody's and S&P, and (B) shares of money market mutual funds that invest only in United States Government Obligations 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; (ix) repurchase agreements relating to securities described in clauses (i), (ii) and (iii) above, with a bank, trust company, insurance company, financial services company or other similar organization whose unsecured, uninsured and unguaranteed long term debt (or that of its parent if the parent has fully guaranteed its subsidiary's obligations) is, at the time the repurchase agreement is entered into, rated at least "AA" (without regard to gradation) by S&P and "Aa" (without regard to gradation) by Moody's. All repurchase agreements shall be with (a) a registered brokeddealer subject to the Securities Investors Protection Corporation jurisdiction, or (b) any bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50,000,000. (x) any other investment approved in writing by the Owners of a majority in aggregate principal amount of the Bonds; and (xi) 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 rated in one of the three(3) highest ratings by both Moody's and S&P or in one of the two (2) highest categories by either S&P or Moody's; and (xii) 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 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 in one of the three highest rating categories by Moody's or S&P (provided that the term of such agreement is not less than 366 days nor more than twenty-four (24) months) or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated in one of the two highest rating categories by Moody's or S&P (if the term of such agreement is more than twenty-four (24) months) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided: (A) interest is paid at least semiannually at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement, consistent with the Interest Payment Dates; (B) moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two (2) days' notice unless otherwise specified in a Supplemental Indenture; (C) the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and (D) the Trustee receives an opinion of counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent; (xiii) the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section or the corresponding provisions of subsequent laws provided that such fund is rated at least "AA" by S&P (without regard to gradation) or at least "Aa'' by Moody's (without regard to gradation); (xiv) short term government bond funds; and (xv) any other securities or other investments that are legal investments for finds of the District under the laws of the State of Florida. Under all circumstances, the Trustee shall be entitled to request and to receive from the District a certificate of an Authorized Officer setting forth that any investment directed by the District is permitted under the Indenture. "Letter of Credit Agreement" shall mean any financing agreement relating to a Credit Facility for so long as such agreement will be in effect, "Liquidity Agreement" shall mean any financing agreement relating to a Liquidity Facility for so long as such agreement will be in effect. "Master Indenture" shall mean this Master Trust Indenture, as amended and supplemented from time to time in accordance with the provisions hereof. "Maturity Amount" shall mean the amount due at maturity with respect to a Capital Appreciation Bond. {OR738362;3) 8 { OR738362;3 1 9 "Maximum Annual Debt Service Requirement" shall mean, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard to the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to the extent moneys derived from the proceeds of Bonds are used to pay interest in such Bond Year. With respect to Variable Rate Bonds, the interest rate used to calculate the Maximum Annual Debt Service Requirement, other than for purposes of the Series Reserve Account Requirement, shall be assumed to be one hundred ten percent (1 10%) of the greater of (a) the daily average interest on such Variable Rate Bonds during the twelve months ending with the month preceding the date of calculation or (b) the most recent effective interest rate on such Variable Rate Bonds prior to the date of calculation. If such Variable Rate Bonds were not outstanding for a fill1 twelve months ending with the month immediately preceding the date of calculation, the rate described in clause (b) of the immediately preceding sentence shall be used. If Bonds are Option Bonds, the date or dates of tender shall be disregarded, unless actually tendered and not remarketed, and the stated maturity dates thereof shall be used for purposes of this calculation. For purposes of this definition all amounts payable on a Capital Appreciation Bond shall be considered a principal payment due in the year it becomes due. "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 is dissolved or liquidated or no longer performs the hctions of a securities rating agency, "Moody's" will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee. "Option Bonds" shall mean Current Interest Bonds, which may be either Serial or Term Bonds, which by their terms may be tendered by and at the option of the Owner for purchase prior to the stated maturity thereof. "Outstanding" when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore authenticated and delivered under this Master Indenture, except: (i) Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or redemption price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held in trust under this Master Indenture or Supplemental Indenture with respect to Bonds of any Series and set aside for such payment or redemption (whether at or prior to the maturity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision shall have been made for the giving of such notice as provided in Article I11 hereof or in the Supplemental Indenture relating to the Bonds of any Series; (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to this Master Indenture and the Supplemental Indenture with respect to Bonds of a Series; and (iv) Bonds paid or deemed to have been paid as provided in this Master Indenture or in a Supplemental Indenture with respect to Bonds of a Series, including Bonds with respect to which payment or provision for payment has been made in accordance with Article XI1 hereof. In addition, Bonds actually known by the Trustee to be held by or for the District will not be deemed to be Outstanding for the purposes and within the purview of Article IX and Article XI of this Master Indenture. "Owner" or "Owners" shall mean the registered owners from time to time of Bonds. "Paying Agent" shall mean the bank or trust company designated by Supplemental Indenture with respect to a Series of Bonds as the place where Debt Service shall be payable with respect to such Series of Bonds and which accepts the duties of Paying Agent under this Master Indenture and under such Supplemental Indenture. "Pledged Funds" shall mean all of the Series Pledged Funds. "Pledged Revenues" shall mean all of the Series Pledged Revenues. "Prepayments" shall mean any Assessments or Benefit Assessments, or portions thereof, which shall be paid to the District prior to the time such amounts become due. Prepayments shall not include any interest paid on such Assessments or Benefit Assessments. "Principal and Interest Requirement" shall mean with respect to a Series of Bonds, the respective amounts which are required in each Bond Year to provide: (i) for paying the interest on all Bonds of such Series then Outstanding which is payable in such Bond Year; (ii) for paying the principal or Maturity Amount of all Bonds of such Series then Outstanding which is payable in such Bond Year; and (iii) the Amortization Installments on the Term Bonds of such Series of Bonds, if any, payable in such Bond Year. "Property Appraiser" shall mean the Property Appraiser of Brevard County, Florida, or the person succeeding to his or her principal functions. "Rebate Amount" shall mean the amount, if any, required to be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder. "Rebate Analyst" shall mean the person or firm selected by the District to calculate the Rebate Amount, which person or firm shall either be a firm of attorneys or independent certified public accountants or consultants with expertise in the calculation of the Rebate Amount. (OR738362;3} 10 B-4 (OR738362;3} 11

67 "Rebate Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof. "Record Date" shall mean the fifteenth (1 5th) day of the calendar month next preceding any Debt Service payment date or, in the case of any proposed redemption of Bonds, the fifth (5th) day next preceding the date of mailing of notice of such redemption, or if either of the foregoing days is not a Business Day, then the Business Day immediately preceding such day. "Redemption Account" shall mean the account so designated in, and created pursuant to, Section 502 hereof. "Redemption Price" shall mean the principal of, premium, if any, and interest accrued to the date fixed for redemption of any Bond called for redemption pursuant to the provisions thereof, hereof and of the Supplemental Indenture pursuant to which such Bond is issued. "Refunding Bonds" shall mean Bonds issued pursuant to provisions of this Master Indenture, the proceeds of which are used to rebd one or more Series of Outstanding Bonds. "Reserve Fund" shall mean the fimd so designated in, and created pursuant to, Section 502 hereof. "Revenue Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof. "S&P" shall mean Standard & Poor's Rating Group, a division of The McGraw Hill Companies, a corporation organized and existing under the laws of the State of New York, its successors and its assigns, and, if such corporation is dissolved or liquidated or no longer performs the functions of a securities rating agency, "S&P" will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee. "Secretary" shall mean the Secretary or any Assistant Secretary to the Governing Body, or his or her designee or the person succeeding to his or her principal functions. "Serial Bonds" shall mean Bonds (other than Term Bonds) that mature in annual or semi-annual installments. "Series" shall mean all of the Bonds authenticated and delivered on original issuance of a stipulated aggregate principal amount in a simultaneous transaction under and pursuant to the same Supplemental Indenture and any Bonds thereafter authenticated and delivered in lieu of or in substitution therefor pursuant to this Master Indenture and such 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 District upon original issuance. "Series Acquisition and Construction Account" shall mean the account within the Acquisition and Construction Fund with respect to each Series of Bonds so designated in, and created pursuant to Supplemental Indenture. "Series Interest Account" shall mean the account with respect to a Series of Bonds established within the Debt Service Fund so designated in, and created pursuant to, Section 502 hereof. "Series Pledged Funds" shall mean all amounts on deposit fkom time to time in the Funds and Accounts and designated in the Supplemental Indenture relating to such Series of Bonds as pledged to the payment of such Series of Bonds; provided, however, such term shall not include any amounts on deposit in a Series Rebate Account in the Rebate Fund. "Series Pledged Revenues" shall mean the revenues designated as such by Supplemental Indenture and which shall constitute the security for and source of payment of a Series of Bonds and may consist of Assessments, Benefit Special Assessments, Impact Fees, Connection Fees or other user fees or other revenues or combinations thereof imposed or levied by the District in accordance with the Act. "Series Principal Account" shall mean the account with respect to a Series of Bonds established within the Debt Service Fund so designated in, and created pursuant to, Section 502 hereof. "Series Project" or "Series Projects" shall mean the acquisition, construction, equipping andor improvement of capital projects to be located within or without the District all in accordance with the provisions of the Act, to be financed with all or a part of the proceeds of a Series of Bonds as shall be described in the Supplemental Indenture authorizing such Series of Bonds. "Series Rebate Account" shall mean the account in the Rebate Fund with respect to a Series of Bonds so designated in, and created pursuant to Supplemental Indenture. "Series Reserve Account" shall mean the Reserve Account for the Series of Bonds established in the Reserve Fund by Supplemental Indenture in an amount equal to the Series Reserve Account Requirement for such Series of Bonds. "Series Reserve Account Requirement" shall mean the amount of money or other security which may be in the form of a reserve account insurance policy, a surety bond, or letter of credit or other security as may be required or provided by the terms of a Supplemental Indenture to be deposited in or credited to a Series Reserve Account for each Series of Bonds; provided, however, that unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, as of any date of calculation for a particular Series Reserve Account, the "Series Reserve Account Requirement" for Bonds of a Series shall be an amount equal to the least of: (A) Maximum Annual Debt Service Requirement for all Outstanding Bonds of such Series, (B) 125% of the average annual debt service for all Outstanding Bonds of such Series, or (C) ten percent (10%) of the Outstanding principal amount of Bonds of such Series. In computing the Series Reserve Account Requirement in accordance with clause (C) of this definition in respect of any Capital Appreciation Bonds, the principal amount of such Bonds shall be the original principal amount thereof, not the Accreted Value. "Series Revenue Account" shall mean the Revenue Account for a Series of Bonds established in the Revenue Fund by Supplemental Indenture for such Series of Bonds. {OR738362;3) 12 {OR738362;3} 13 "Subordinate Debt" shall mean indebtedness secured hereby or by any Supplemental Indenture which is by its terms expressly subordinate and inferior to Bonds as to both lien and right of payment. "Supplemental Indenture" shall mean an indenture supplemental hereto authorizing the issuance of a Series of Bonds hereunder and establishing the terms thereof and the security therefor and shall also mean any indenture supplementary hereto entered into for the purpose of amending the terms and provisions hereof with respect to all Bonds in accordance with Article XI hereof. "Taxable Bonds" shall mean Bonds of a Series which are not Tax Exempt Bonds. "Tax Collector" shall mean the Tax Collector of Brevard County, Florida, or the person succeeding to his or her principal functions. "Tax Exempt Bonds" shall mean Bonds of a Series the interest on which, in the opinion of Bond Counsel on the date of original issuance thereof, is excludable from gross income for federal income tax purposes. "Tax Exempt Obligations" shall mean any bond, note or other obligation issued by any person, the interest on which is excludable from gross income for federal income tax purposes. "Tax Regulatory Covenants" shall mean the Tax Regulatory Covenants of the District delivered in connection with the issuance of a Series of Tax Exempt Bonds, setting forth the covenants of the District necessary for the preservation of the excludability of interest thereon from gross income for federal income tax purposes, as such covenants shall be amended from time to time upon written instructions from Bond Counsel. "Term Bonds" shall mean Bonds that mature on one date and that are subject to mandatory redemption from Amortization Installments. "Time Deposits" shall mean time deposits, certificates of deposit or similar arrangements with any bank or trust company, including the Trustee or an affiliate thereof, which is a member of the Federal Deposit Insurance Corporation and any Federal or State of Florida savings and loan association and, the deposits of which are secured or insured in the manner required by Florida or federal law. "Trust Estate" shall have the meaning ascribed to such term in the granting clauses hereof, including, but not limited to, the Pledged Revenues and Pledged Funds. "Trustee" shall mean SunTrust Bank, a Georgia state bank and any successor trustee appointed or serving pursuant to Article VI hereof. "United States Government Obligations" means direct obligations of; or obligations the timely payment of the principal of and interest on which is fully guaranteed by, the United States of America. "Variable Rate Bonds" shall mean Current Interest Bonds, which may be either Serial Bonds or Term Bonds, issued with a variable, adjustable, convertible or other similar interest rate which is not fixed in percentage for the entire term thereof at the date of issue, which Bonds may also be Option Bonds. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond," "Owner," "person," "Paying Agent," and "Bond Registrar" shall include the plural as well as the singular number and the word "person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. All references to Florida Statutes or other provisions of Florida law shall be deemed to include any and all amendments thereto. ARTICLE I1 FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS Section 201. Issuance of Bonds, For the purpose of providing funds for paying all or part of the Cost of a Series Project, Bonds of a Series, without limitation as to aggregate principal amount, may be issued under this Master Indenture subject to the conditions hereinafter provided in Section 207 of this Article. Debt Service on each Series of Bonds shall be payable solely from the Pledged Revenues and Pledged Funds pledged to such Series of Bonds in the Supplemental Indenture authorizing the issuance of such Series of Bonds and, as may be provided in such Supplemental Indenture. All of the provisions of this Master Indenture shall be for the benefit and security of the present and future Owners of such Series of Bonds so issued, without preference, priority or distinction, as to lien or otherwise, of any one Bond of such Series over any other Bond of such Series. The District may also issue from time to time, Additional Bonds, Completion Bonds and Refunding Bonds of a Series under and pursuant to the terms of the Supplemental Indenture authorizing the issuance of such Series of Bonds. Section 202. Details of Bonds. Bonds of a Series shall be in such denominations, numbered consecutively, shall bear interest from their date until their payment at rates not exceeding the maximum rate permitted by law, shall be dated, shall be stated to mature in such year or years in accordance with the Act, and shall be subject to redemption prior to their respective maturities, subject to the limitations hereinafter provided, as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series may be Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Option Bonds or any combination thereof and may be secured by a Credit andor Liquidity Facility, all as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series (or a part of a Series) may be in book-entry form at the option of the District as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Debt Service shall be payable in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. Interest shall be paid to the registered Owner of Bonds at the close of business on the Record Date for such interest; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (i) of Section 902 hereof, the payment of interest and principal or {OR738362;3) 14 B-5 {OR738362;3} 15

68 Redemption Price or Amortization Installments pursuant hereto shall be made by the Paying Agent to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of a Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation of the Bond at the designated corporate trust office of the Paying Agent. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner if such Owner requests such method of payment by written notice delivered to the Paying Agent prior to the Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner owns not less than $1,000,000 in aggregate principal amount of the Bonds or all of the then Outstanding Bonds). Unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, interest on a Series of Bonds will be computed on the basis of a 360-day year of twelve (12), thirty (30)-day months. Section 203. Execution and Form of Bonds. The Bonds shall be signed by, or bear the facsimile signature of, the Chairman or Vice Chairman of the governing body, shall be attested and countersigned by, or bear the facsimile countersignature of, the Secretary or any Assistant Secretary, and the certificate of authentication appearing on the face of the Bonds shall be manually signed by, the Trustee. The official seal of the District shall be imprinted or impressed on the Bonds. In case any officer whose signature or a facsimile of whose signature appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile shall nevertheless be valid for all purposes the same as if he or she had remained in office until such delivery. Any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds, and the provisions for registration and transfer to be endorsed on such Bonds, shall be substantially in the form set forth in a Supplemental Indenture. The Trustee may appoint one or more authenticating agents. Section 204. Negotiability, Registration and Transfer of Bonds. The District shall cause books for the registration and for the transfer of the Bonds as provided in this Master Indenture to be kept by the Bond Registrar. All Bonds shall be registered as to both principal and interest. Any Bond may be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed on the Bond by the Bond Registrar. No charge shall be made to any Owner for registration and transfer as hereinabove provided, but any Owner requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. The Bond Registrar shall not be required to transfer any Bond during the period between the Record Date and the Interest Payment Date next succeeding the Record Date of such Bond, during the period between the Record Date for the mailing of a notice of redemption and the date of such mailing, nor after such Bond has been selected for redemption. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive Owner, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. Section 205. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed the absolute owner thereof for all purposes, and payment of Debt Service shall be made only to or upon the order of the registered owner thereof or his attorney or legal representative as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee, the District, the Bond Registrar and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither the Trustee, the District, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary. Section 206. Special Obligations. Each Series of Bonds shall be a special obligation of the District. Neither the Bonds nor the interest and premium, if any, payable thereon shall constitute a general obligation or general indebtedness of the District or Brevard County, Florida within the meaning of the Constitution and laws of Florida. The Bonds and the interest and premium, if any, payable thereon do not constitute either a pledge of the full faith and credit of the District or Brevard County, Florida or a lien upon any property of the District or Brevard County, Florida other than as provided herein or in the Supplemental Indenture authorizing the issuance of such Series of Bonds. No Owner or any other person shall ever have the right to compel the exercise of any ad valorem taxing power of the District or Brevard County, Florida or any other public authority or governmental body to pay Debt Service or to pay any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds. Rather, Debt Service and any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds, shall be payable solely fiom, and shall be secured solely by, the Series Pledged Revenues and the Series Pledged Funds pledged to such Series of Bonds, all as provided herein and in such Supplemental Indenture. Section 207. Authorization of Bonds. There shall be issued from time to time in Series, under and secured by this Master Indenture, Bonds without limitation as to aggregate principal amount for the purposes of: (i) paying all or part of the Cost of a Project or Projects or refunding an Outstanding Series of Bonds or any portion thereof; (ii) depositing the Series Reserve Account Requirement to the Series Reserve Account for such Series of Bonds; (iii) paying the costs and expenses of issuing such Series of Bonds; and (iv) undertaking other acts permitted by the Act. Each Series of Bonds, upon initial issuance thereof, shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of the following: (i) an executed and attested original or certified copy of this Master Indenture; and (ii) an executed and attested original or certified copy of the Supplemental Indenture fixing the amount of and security for the Series of Bonds authorized to be issued thereby and establishing, among other things, the dates on, and the amounts in, which such Series of Bonds will mature (provided that the final maturity date of such Series of Bonds shall be not later than permitted by the Act with respect to such Series of, {OR738362;3} 16 {OR ;3} 17 Bonds), designating the Paying Agent and Bond Registrar, fixing the Amortization Installments, if any, for the Term Bonds of such Series, awarding the Series of Bonds, specifying the interest rates or the method for calculating such interest rates with respect to such Series of Bonds, specifying the redemption provisions and prices thereupon, specifying other details of such Series of Bonds, and directing the delivery of such Series of Bonds to or upon the order of the initial purchaser thereof upon payment of the purchase price therefor set forth in such Supplemental Indenture; When the documents mentioned in subsections (i) through (ii) above shall have been received, and when the Bonds of such Series shall have been executed and authenticated as required by this Master Indenture, such Series of Bonds shall be delivered to, or upon the order of, the District, but only upon payment to the Trustee of the purchase price of such Series of Bonds, together with accrued interest, if any, thereon as set forth in a certificate of delivery and payment executed by the Chairman or Vice Chairman of the Board of Supervisors of the District. The proceeds (including accrued interest and any premium) of each Series of Bonds shall be applied as soon as practicable upon delivery thereof to the Trustee as follows: (i) the amount received as accrued interest on the Bonds, if any, shall be deposited to the credit of the Series Interest Account and Capitalized Interest, if any, shall be deposited to the credit of the Series Interest Account or as otherwise provided in the Supplemental Indenture. (ii) an amount equal to the Series Reserve Account Requirement or the initial cost of satisfying the Series Reserve Account Requirement if not satisfied by the deposit of cash, shall be deposited to the credit of the Series Reserve Account; and (iii) the balance shall be deposited and applied as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Section 208. Temporary Bonds. Pending delivery of definitive Bonds, there may be executed, authenticated, and delivered to the Owners thereof, in lieu of definitive Bonds and subject to the same limitations and conditions except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in Authorized Denominations, substantially of the tenor set forth in the Bond form to be set forth in the Supplemental Indenture authorizing such Series of Bonds. The District shall cause definitive Bonds to be prepared and to be executed, endorsed, registered, and delivered to the Trustee, and the Trustee, upon presentation to it of any temporary Bond, shall cancel the same or cause the same to be cancelled and cause to be authenticated and delivered, in exchange therefor, at the place designated by the Owner, without expense to the Owner, definitive Bonds of the same Series and in the same aggregate principal amount, maturing on the same date and bearing interest or yield to maturity at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits of this Master Indenture and any Supplemental Indenture as the definitive Bonds to be issued hereunder. Section 209. Mutilated, Destroyed or Lost Bonds. If any Bonds become mutilated or destroyed or lost, the District may cause to be executed, and the District may cause to be delivered, a new Bond in substitution therefor and upon the cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon payment by the Owner of the reasonable expenses and charges of the District and the Trustee in connection therewith and, in the case of a Bond destroyed or lost, upon the Owner filing with the Trustee evidence satisfactory to it that such Bond was destroyed or lost, and of his or her ownership thereof, and furnishing the District and the Trustee with indemnity satisfactory to them. Section 210. Pari Passu Obligations Under Credit Agreements. As may be provided for or required in any Supplemental Indenture, the District may incur financial obligations under a Letter of Credit Agreement or a Liquidity Agreement payable pari passu with respect to the lien on the Trust Estate pledged to a Series of Bonds issued under this Master Indenture and a Supplemental Indenture, without meeting any financial test or requirement set forth in this Master Indenture or the corresponding Supplemental Indenture, but only if the Letter of Credit Agreement or Liquidity Agreement supports a related Series of Bonds then being issued which does meet such tests or requirements. Section 211. Bond Anticipation Notes. Whenever the District shall authorize the issuance of a Series of Bonds, the District may by resolution authorize the issuance of Bond Anticipation Notes in anticipation of the sale of such authorized Series of Bonds in a principal amount not exceeding the principal amount of such Series. The aggregate principal amount of Bonds of such Series and all other Bonds previously authenticated and delivered to pay the Cost of the Series Project or Projects for which the proceeds of the Bond Anticipation Notes will be applied shall not exceed such Cost. The interest on such Bond Anticipation Notes may be payable out of the related Series Interest Account to the extent provided in the resolution of the District authorizing such Bond Anticipation Notes or as provided in the applicable Supplemental Indenture. The principal of and interest on such Bond Anticipation Notes and renewals thereof shall be payable from any moneys of the District available therefor or from the proceeds of the sale of the Series of Bonds in anticipation of which such Bond Anticipation Notes are issued. The proceeds of sale of Bond Anticipation Notes shall be applied to the purposes for which the Bonds anticipated by such Bond Anticipation Notes are authorized and shall be deposited in the appropriate Fund or Account established by the Indenture for such purposes; provided, however, that the resolution or resolutions authorizing such Bond Anticipation Notes may provide for the payment of interest on such Bond Anticipation Notes from the proceeds of sale of such Bond Anticipation Notes and for the deposit, in the related Series Interest Account. In the event that the District adopts a resolution authorizing the issuance of Bond Anticipation Notes, the District will promptly furnish to the Trustee a copy of such resolution, certified by an Authorized Officer, together with such information with respect to such Bond Anticipation Notes as the Trustee may reasonably request, including, without limitation, information as to the paying agent or agents for such Bond Anticipation Notes. The Trustee shall have no duties or obligations to the holders of such Bond Anticipation Notes unless specifically so authorized by the resolution of the District authorizing the issuance of such Bond Anticipation Notes and agreed to by the Trustee. Section 212, Tax Status of Bonds. Any Series of Bonds issued under this Master Indenture either: (i) may be issued as Tax Exempt Bonds or (ii) may be issued as Taxable Bonds. The intended tax status of any Series of Bonds to be issued may be referenced in any Supplemental Indenture authorizing the issuance of such Series of Bonds. {OR738362;3} 18 B-6 {OR738362;3} 19

69 ARTICLE I11 REDEMPTION OF BONDS Section301. Redemption Generally. The Bonds of any Series shall be subject to redemption, at such times, in the manner and at such prices, as may be provided by the Supplemental Indenture authorizing the issuance of such Series of Bonds. The District shall provide written notice to the Trustee of any optional redemption on or before the forty-fifth (45th) day next preceding the date to be fixed for such optional redemption. Unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, if less than all of the Bonds of any one maturity of a Series shall be called for redemption, the particular Bonds of such a Series to be redeemed shall be selected by lot in such reasonable manner as the Bond Registrar in its discretion may determine. The portion of any Series of Bonds to be redeemed shall be in an Authorized Denomination and, in selecting the Bonds of such Series to be redeemed, the Bond Registrar shall treat each such Bond as representing that number of Bonds of such Series which is obtained by dividing the principal amount of such Bond by the smallest Authorized Denomination for Bonds of such Series (such amount being hereafter referred to as the "unit of principal amount"). If it is determined that one or more, but not all, of the units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such unit or units of principal amount as provided below, the registered Owner of such Bond, upon surrender of such Bond to the Paying Agent for payment to such registered Owner of the redemption price of the unit or units of principal amount called for redemption, shall be entitled to receive a new Bond or Bonds of such Series in the aggregate principal amount of the unredeemed balance of the principal amount of such Bond. New Bonds of such Series representing the unredeemed balance of the principal amount shall be issued to the Owner thereof without any charge therefor. If the Owner of any Bond of a denomination greater than the unit of principal amount to be redeemed shall fail to present such Bond to the Paying Agent for payment in exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the unit or units of principal amount called for redemption and shall no longer be Outstanding. The District may purchase a Bond or Bonds of a Series in the open market in accordance with Section 506(ii) hereof with any funds legally available therefor and any such Bonds so purchased shall be credited to the amounts otherwise required to be deposited for the payment of Bonds of such Series as provided in Section 506(ii) hereof or as otherwise provided in the Supplemental Indenture relating to such Series. Section 302. Notice of Redemption; Procedure for Selection. The District shall establish each redemption date, other than in the case of a mandatory redemption, in which case the Trustee shall establish the redemption date, and the District or the Trustee, as the case may be, shall notify the Bond Registrar in writing of such redemption date on or before the fortyfifth (45th) day next preceding the date fixed for redemption, which notice shall set forth the terms of the redemption and the aggregate principal amount of Bonds so to be redeemed. Except as provided below, notice of redemption shall be given by the Bond Registrar not less than thirty (30) nor more than forty-five (45) days prior to the date fixed for redemption by first-class mail, postage prepaid, to any Paying Agent for the Bonds to be redeemed and to the registered Owner of each Bond to be redeemed, at the address of such registered Owner on the registration books maintained by the Bond Registrar (and, for any Owner of $1,000,000 or more in the principal amount of Bonds, to one additional address if written request therefor is provided to the Bond Registrar prior to the Record Date); and a second notice of redemption shall be sent by registered or certified mail at such address to any Owner who has not submitted his Bond to the Paying Agent for payment on or before the date sixty (60) days following the date fixed for redemption of such Bond, in each case stating: (i) the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption); (ii) the CUSP numbers of all Bonds being redeemed; (iii) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed, (iv) the date of issue of each Bond as originally issued and the complete official name of the Bonds including the series designation; (v) the rate or rates of interest borne by each Bond being redeemed; (vi) the maturity date of each Bond being redeemed; (vii) the place or places where amounts due upon such redemption will be payable; and (viii) the notice date, redemption date, and redemption price. The notice shall require that such Bonds be surrendered at the designated corporate trust office of the Paying Agent for redemption at the redemption price and shall state that further interest on such Bonds will not accrue from and after the redemption date. CUSP number identification with appropriate dollar amounts for each CUSP number also shall accompany all redemption payments. Any required notice of redemption also shall be sent by registered mail, overnight delivery service, telecopy or other secure means, postage prepaid, to any Owner of $1,000,000 or more in aggregate principal amount of Bonds to be redeemed, to certain municipal registered Securities Depositories which are known to the Bond Registrar to be holding Bonds thirty-two (32) days prior to the redemption date and to at least two of the national Information Services that disseminate securities redemption notices, when possible, at least thirty (30) days prior to the redemption date; provided that neither failure to send or receive any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Failure to give notice by mailing to the Owner of any 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 Bond. Section 303. Effect of Calling for Redemption. On the date designated for redemption of any Bonds, notice having been filed and mailed in the manner provided above, the Bonds called for redemption shall be due and payable at the Redemption Price provided for the redemption of such Bonds on such date and, moneys for payment of the Redemption Price being held in a separate account by the Paying Agent in trust for the Owners of the Bonds to be redeemed, interest on the Bonds called for redemption shall cease to be entitled to any benefit under this Master Indenture, and the Owners of such Bonds shall have no rights in respect thereof, except to receive payment of the Redemption Price thereof, and interest, if any, accrued thereon to the redemption date, and such Bonds shall no longer be deemed to be Outstanding. (OR738362;3) 20 {OR738362;3} 21 Section 304. Cancellation. Bonds called for redemption shall be cancelled upon the surrender thereof. ARTICLE IV ACQUISITION AND CONSTRUCTION FUND Section 401. Acquisition and Construction Fund. There is created and established by Section 502 hereof a fund designated as the "Acquisition and Construction Fund" which shall be held by the Trustee and to the credit of the Series Acquisition and Construction Accounts there shall be deposited the amounts specified in the Supplemental Indenture relating to such Series of Bonds. Section 402. Payments From Acquisition and Construction Fund. Payment of the Cost of constructing and acquiring the Series Project shall be made from the Acquisition and Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article and in Article V hereof, and the District covenants that it will not request any sums to be paid from the Acquisition and Construction Fund except in accordance with such provisions and restrictions. Moneys in 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 Section 503(ii) hereof. Section 403. Cost of Project. For the purposes of this Master Indenture, the Cost of the Series Project shall include, without intending thereby to limit or to restrict or expand any proper definition of such cost under the Act, other applicable provisions of Florida law, or this Master Indenture, the following: (i) Expenses of Bond Issuance. All expenses and fees relating to the issuance of the Bonds, including, but not limited to, initial Credit and Liquidity Facility fees and costs, attorneys' fees, underwriting fees and discounts, the Trustee's acceptance fees, expenses and Trustee's counsel fees, rating agency fees, fees of financial advisors, engineer's fees, administrative expenses of the District, the costs of preparing audits and engineering reports, the costs of preparing reports, surveys, and studies, and the costs of printing the Bonds and preliminary and final disclosure documents. (ii) Accrued and Capitalized Interest. Any interest accruing on the Bonds from their date through the first Interest Payment Date received fkom the proceeds of the Bonds (to be deposited into the related Series Interest Account) and Capitalized Interest (to be deposited into the related Series Interest Account or Capitalized Interest Account) as may be authorized or provided for by a Supplemental Indenture related to a Series of Bonds. (iii) Acquisition Expenses. The costs of acquiring, by purchase or condemnation, all of the land, structures, improvements, rights-of-way, franchise, easements, plans and specifications and similar items and other interests in property, whether real or personal, tangible or intangible, which themselves constitute the Project or which are necessary or convenient to acquire and construct the Project and payments, contributions, dedications and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose. (iv) Construction Expense. All costs incurred for labor and materials, including equipment and fixtures, by contractors, builders, and materialmen in connection with the acquisition and construction of the Project. (v) Other Professional Fees and Miscellaneous Expenses. All legal, architectural, engineering, survey, and consulting fees, as well as all financing charges, taxes, insurance premiums, and miscellaneous expenses, not specifically referred to in this Master Indenture that are incurred in connection with the acquisition and construction of the Project. (vi) Refinancing Costs. All costs described in (i) through (v) above or otherwise permitted by the Act associated with refinancing or repaying any loan or other debt obligation, of the District. Section 404. Disposition of Balances in Acquisition and Construction Fund. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved for the payment of any remaining part of the Cost of the Series Project shall be transferred by the Trustee to the credit of the Series Redemption Account or as otherwise provided in the Supplemental Indenture, and used for the purposes set forth for such Account or as otherwise provided in the Supplemental Indenture relating to such Series of Bonds. ARTICLE V ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Section 501. Lien. There is hereby irrevocably pledged for the payment of the Bonds of each Series issued hereunder, subject only to the provisions of this Master Indenture and any Supplemental Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Master Indenture and any such Supplemental Indenture with respect to each Series of Bonds, the Trust Estate; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Trust Estate securing such Series of Bonds, the Pledged Funds and Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and shall not secure any other Bonds or Series of Bonds. The foregoing pledge shall be valid and binding from and after the date of initial delivery of the Bonds and the proceeds of sale of the Bonds and all the moneys, securities and funds set forth in this Section 501 shall immediately be subject to the lien of the foregoing pledge, which lien is hereby created, without any physical delivery thereof or further act. Such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District or the Trustee, irrespective of whether such parties have notice thereof. Such lien shall be prior and superior to all other liens now existing or hereafter created. {OR ;3} 22 B-7 (OR ;3} 23

70 Section 502. Establishment of Funds and Accounts. The following funds and accounts are hereby authorized and may be established pursuant to a Supplemental Indenture and shall be held by the Trustee: (i) Acquisition and Construction Fund, and, within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Acquisition and Construction Account and a Series Costs of Issuance Account for each Series of Bonds issued hereunder; (ii) Revenue Fund, and, within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Revenue Account for each Series issued hereunder; (iii) Debt Service Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds, (a) (b) (c) a Series Interest Account, a Series Principal Account, a Series Sinking Fund Account, (d) a Series Redemption Account and therein a Prepayment Subaccount and an Optional Redemption Subaccount, and (e) a Capitalized Interest Account (iv) Reserve Fund, and, within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Reserve Account for each such Series of Bonds issued hereunder; and (v) Rebate Fund, and, within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Rebate Account for each such Series of Tax Exempt Bonds issued hereunder. Notwithstanding the foregoing, the Supplemental Indenture authorizing any Series of Bonds may establish such other Series Accounts or dispense with the Series Accounts set forth above as shall be deemed advisable by the District in connection with such Series of Bonds. Section 503. Acquisition and Construction Fund. (i) Deposits. The District shall pay to the Trustee, for deposit into the related Acquisition and Construction Account in the Acquisition and Construction Fund, as promptly as practicable, the following amounts received by it: (a) the amount set forth in the Supplemental Indenture relating to such Series of Bonds; (b) payments made to the District from the sale, lease or other disposition of the Series Project or any portion thereof and may conclusively rely on such certificate.; (c) any insurance proceeds with respect to the loss or destruction of the Series Project or any portion thereoc and (d) Indenture. such other amounts as may be provided in a Supplemental Amounts in such Account shall be applied to the Cost of the Series Project; provided, however, that if any amounts remain in the Series Acquisition and Construction Account after the Date of Completion, and if such amounts are not reserved for payment of any remaining part of the Cost of the Series Project, such amounts shall be applied in the manner set forth in Section 404 above. (ii) Disbursements. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds, payments from a Series Acquisition and Construction Account shall be paid in accordance with the provisions of this subsection (ii). Before any such payment shall be made, the District shall file with the Trustee a requisition in the form of Exhibit "A" hereto, signed by an Authorized Officer and, except for payments of Cost of Issuance or capitalized interest, a certification of the Consulting Engineer also in the form of Exhibit "A" hereto. Upon receipt of each such requisition and accompanying certificate the Trustee shall promptly withdraw from the Series Acquisition and Construction Account 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 503(ii) or the expenditure of any funds withdrawn pursuant to the provisions hereof. (iii) Inspection. All requisitions and certificates received by the Trustee pursuant to this Article shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the District, the Consulting Engineer, the Owner of any Bonds of the related Series, and the agents and representatives thereof. (iv) Completion of Series Project. On the Date of Completion, the balance in the Acquisition and Construction Account not reserved by the District for the payment of any remaining part of the Cost of acquiring or constructing the Series Project shall be applied in accordance with the provisions of Section 404 hereof. Section 504. Revenue Fund and Series Revenue Accounts. The District hereby covenants and agrees that it will use its best efforts to assess, impose, establish and collect the Pledged Revenues with respect to each Series of Bonds in amounts and at times sufficient to pay, when due, the principal of, premium, if any, and interest on such Series of Bonds. The District hereby covenants and agrees to immediately deposit upon receipt all such Pledged Revenues (except Prepayments), into the related Series Revenue Account and to immediately deposit all Prepayments, when received, into the Prepayment Subaccount of the related Series Redemption {OR738362;3} 24 { OR ;3} 25 Account, unless otherwise provided for in the Supplemental Indenture relating to a Series of Bonds. Section 505. Debt Service Fund and Series Debt Service Accounts. (i) Principal, Maturity Amount, Interest and Amortization Installments. On the Business Day preceding each Interest Payment Date on the Bonds, the Trustee shall withdraw from the Series Revenue Account and, from the amount so withdrawn, shall make the following deposits in the following order of priority: (a) to the credit of the related Series Interest Account, an amount which, together with other amounts, if any, then on deposit therein will equal the amount of interest payable on the Bonds of such Series on such Interest Payment Date; (b) to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein will equal the principal amount, if any, payable with respect to Serial Bonds of such Series on such Interest Payment Date; (c) in each Bond Year in which Term Bonds of such Series are subject to mandatory redemption from Amortization Installments, to the related Series Sinking Fund Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Amortization Installment payable on the Term Bonds of such Series on such Interest Payment Date; and (d) in each Bond Year in which Capital Appreciation Bonds of such Series mature to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Maturity Amount payable with respect to the Capital Appreciation Bonds of such Series maturing on such Interest Payment Date; (e) to the credit of the Series Reserve Account, an amount, if any, which, together with the amount then on deposit therein, will equal the Series Reserve Account Requirement; and (f) to the credit of the Series Rebate Account the Rebate Amount, if any, designated in writing to the Trustee and required to be deposited therein pursuant to the Supplemental Indenture related to a Series of Tax Exempt Bonds. Notwithstanding the foregoing, so long as there are moneys on deposit in the related Series Capitalized Interest Account on the date required for any transfer into the Series Interest Account as set forth above, the Trustee shall, prior to making any transfer into the related Series Interest Account from the related Series Revenue Account, transfer to the related Series Interest Account from the related Series Capitalized Interest Account, the lesser of the interest on such Series of Bonds coming due on the next succeeding Interest Payment Date or the amount remaining on deposit in the related Series Capitalized Interest Account. (ii) Disposition of Remaining Amounts on Deposit in Series Revenue Account. The District shall authorize the withdrawal, from time to time, from the Series Revenue Account of an amount sufficient to pay the fees and charges of the Trustee, Bond Registrar, and Paying Agent, when due. Subject to the provisions of Section 604 hereof, regarding any compensation due the Trustee, if (i) the amount on deposit in the Series Interest Account, Series Principal Account, and Series Redemption Account in each Bond Year equals the interest payable on the Bonds of such Series in such Bond Year, the principal amount of Serial Bonds payable in such Bond Year, the Maturity Amount of all Capital Appreciation Bonds due in such Bond Year, the Amortization Installment required to be paid into the Series Sinking Fund Account in such Bond Year, and the required amount is on deposit in the Series Reserve Account and (ii) any amounts remain in the Series Revenue Account, then, such amounts shall, at the written direction of the District, be applied to pay the commissions, fees, costs and any other charges of the Tax Collector and the Property Appraiser, or, if such commissions, fees, costs, or other charges have been paid by the District, then to reimburse the District for such payment upon written request of an Authorized Officer. If, after such amounts have been withdrawn, paid and provided for as provided above, any amounts remain in the Series Revenue Account, such amounts shall be disbursed to the District on written request of an Authorized Officer and applied to pay the operating and administrative costs and expenses of the District. After making the payments provided for in this subsection (ii), the balance, if any, remaining in the Series Revenue Account shall be retained therein, or, at the written direction of an Authorized Officer to the Trustee, transferred into the Series Redemption Account, or used for any lawfbl purpose of the District. (iii) Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall, except as otherwise provided in a Supplemental Indenture, be used for the purpose of paying interest or principal or Amortization Installment or Maturity Amount on the Bonds of the related Series whenever amounts on deposit in the Series Debt Service Account shall be insufficient for such purpose. (iv) Series Principal, Sinking Fund and Interest Accounts. Moneys held for the credit of a Series Principal Account, a Series Sinking Fund Account and Series Interest Account shall be withdrawn therefrom by the Trustee and transferred by the Trustee to the Paying Agent in amounts and at times sufficient to pay, when due, the interest on the Bonds of such Series, the principal of Serial Bonds of such Series, the Maturity Amount of Capital Appreciation Bonds of such Series, and to redeem Term Bonds of such Series that are subject to mandatory redemption from Amortization Installments, as the case may be. (v) Series Redemption Account. Moneys identified in writing by an Authorized Officer to the Trustee as Prepayments shall be deposited in a Series Redemption Account and shall, unless otherwise provided in the Supplemental Indenture relating to such Series of Bonds, be used by the Trustee to redeem Bonds of such Series on the earliest date on which such Bonds are permitted to be called without payment of premium by the terms hereof (including extraordinary or extraordinary mandatory redemption) and of the Supplemental Indenture relating to such Series of Bonds. Such redemption shall be made pursuant to the provisions of Article 111. The District shall pay {OR738362;3) 26 B-8 {OR738362;3} 27

71 all expenses incurred by the Trustee and Paying Agent in connection with such redemption. Moneys other than from Prepayments shall be held and applied in a Series Redemption Account as provided in Section 506(i) hereof. (vi) Payment to the District. When no Bonds of a Series remain Outstanding, and after all expenses and charges herein and in the related Supplemental Indenture required to be paid have been paid as certified to the Trustee in writing by an Authorized Officer, and after all amounts due and owing to the Trustee have been paid in hll, the Trustee shall pay any balance in the Series Accounts for such Series of Bonds to the District upon the written direction of an Authorized Officer, free and clear of any lien and pledge created by this Master Indenture; provided, however, that if an Event of Default has occurred and is continuing in the payment of the principal or Maturity Amount of, or interest or premium on the Bonds of any other Series, the Trustee shall pay over and apply any such excess pro rata (based upon the ratio of the aggregate principal amount of such Series to the aggregate principal amount of all Series Outstanding and for which such an Event of Default has occurred and is continuing) to each other Series of Bonds for which such an Event of Default has occurred and is continuing. Section 506. Optional Redemption. (i) Excess Amounts in Series Redemption Account. The Trustee shall call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption, from moneys on deposit in an optional redemption subaccount of a Series Redemption Account such amount of Authorized Denominations of Bonds of such Series then subject to optional redemption as, with the redemption premium, if any, will exhaust such amount as nearly as may be practicable. Such redemption shall be made pursuant to the provisions of Article 111. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption. (ii) Purchase of Bonds of a Series. The District may purchase Bonds of a Series then Outstanding at any time, whether or not such Bonds shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, having regard to maturity, option to redeem, rate and price, such price not to exceed the highest Redemption Price for the Bond so purchased to the Owners of such Bonds under the provisions of this Master Indenture and the Supplemental Indenture pursuant to which such Series of Bonds was issued if such Bonds were called for redemption on such date. Before making each such purchase, the District shall file with the Trustee a statement in writing directing the Trustee to pay the purchase price of the Bonds of such Series so purchased upon their delivery and cancellation (but solely from the sources hereinafter mentioned), which statement shall set forth a description of such Bonds, the purchase price to be paid therefor, the name of the seller and the place of delivery of the Bonds. The Trustee shall pay the interest accrued on such Bonds to the date of delivery thereof from the related Series Interest Account, and the principal portion of the purchase price of Serial Bonds from the related Series Principal Account, and the principal portion of the purchase price of Term Bonds from the related Series Sinking Fund Account but no such purchase shall be made after the Record Date in any Bond Year in which Bonds have been called for redemption. To the extent that insufficient moneys are on deposit in a related Series Interest Account to pay the accrued interest portion of the purchase price of any Bonds or in a related Series Principal Account or related Series Sinking Fund Account to pay the principal amount of the purchase price of any Serial Bond or Term Bond, respectively, the Trustee shall transfer into such Accounts from the related Series Revenue Account sufficient moneys to pay such respective amounts, but only upon delivery of written instructions from an Authorized Officer to the Trustee accompanied by a certificate of an Authorized Officer: (i) stating that sufficient moneys are on deposit in the Revenue Account together with amounts in the applicable accounts provided for above to pay the purchase price of such Bonds; (ii) setting forth the amounts and maturities of Bonds of such Series which are to be purchased from such amounts; and (iii) containing cash flows which demonstrate that, after giving effect to the purchase of Bonds in the amounts and maturities set forth in clause (ii) above, the Pledged Revenues to be received by the District in the current and each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. Section 507. Rebate Fund and Series Rebate Accounts. (i) Creation. There is hereby created and established a Rebate Fund, and within the Rebate Fund a Series Rebate Account for each Series of Tax Exempt Bonds. Moneys deposited and held in the Rebate Fund shall not be subject to the pledge of this Master Indenture. (ii) Payment to United States. The District shall pay to the Trustee the Rebate Amount required to be paid to the United States at the times, in the manner and as calculated in accordance with the Supplemental Indenture related to a Series of Tax Exempt Bonds. Such amount shall be deposited to the Series Rebate Account. The Trustee shall have no responsibility for computation of the Rebate Amount and instead the District shall cause the Rebate Amount to be calculated by the Rebate Analyst and shall cause the Rebate Analyst to deliver such computation to the Trustee as provided in the Supplemental Indenture related to a Series of Tax Exempt Bonds but at least ten (10) days before the date of any required payment of the Rebate Amount to the Internal Revenue Service. The fees of, and expenses incurred by, the Rebate Analyst in computing the Rebate Amount shall be paid by the District, which amount shall be treated as an administrative and operating expense of the District payable or reimbursable from the Series Revenue Account in accordance with Section 505(ii) hereof. (iii) Deficiencies. If the Trustee does not have on deposit in the Series Rebate Account sufficient amounts to make the payments required by this Section, the District shall pay, from any legally available source, the amount of any such deficiency to the United States as in paragraph (ii) above provided. Section 508. Investment of Funds and Accounts. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, moneys held for the credit of the Series Accounts shall be invested as hereinafter in this Section 508 provided. (OR738362;3} 28 {OR738362;3) 29 (i) Series Acquisition and Construction Account, Revenue Account and Debt Service Account. Moneys held for the credit of a Series Acquisition and Construction Account, the Series Revenue Account, and the Series Debt Service Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer, which Investment Obligations shall mature, or shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates, as estimated by an Authorized Officer, when moneys held for the credit of each such Series Account will be required for the purposes intended. (ii) Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer. (iii) Investment Obligations as a Part of Funds and Accounts. Investment Obligations purchased as an investment of moneys in any Fund or Account shall be deemed at all times to be a part of such Fund or Account, and the interest accruing thereon and profit realized from such investment shall be credited as provided in Section 510 hereof. Any loss resulting from such investment shall be charged to such Fund or Account. The foregoing notwithstanding, for purposes of investment and to the extent permitted by law, amounts on deposit in any Fund or Account may be commingled for purposes of investment, provided adequate care is taken to account for such amounts in accordance with the prior sentence. The Trustee may, upon the written direction of an Authorized Officer, transfer investments within such Funds or Accounts without being required to sell such investments. The Trustee shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary so to do in order to provide moneys to meet any payment or transfer from any such Fund or Account. The Trustee shall not be liable or responsible for any loss resulting from any such investment or for failure to make an investment (except failure to make an investment in Investment Obligations in accordance with the written direction of an Authorized Officer) or for failure to achieve the maximum possible earnings or sale price on investments. The Trustee shall have no obligation to invest funds absent written direction from the District. (iv) Valuation. In computing the value of the assets of any Fund or Account, investments and earnings thereon shall be deemed a part thereof. The Trustee, except as otherwise provided in the Supplemental Indenture applicable to a Series of Bonds, shall value the assets in each of the Funds and Accounts established hereunder as of the close of business on the last Business Day of each Bond Year, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the District a report of the status of each Fund and Account as of the valuation date. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exception of a Series Reserve Account, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the 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. For the purpose of determining the amount on deposit to the credit of a Series Reserve Account, obligations in which money in such Account shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purchased at other than par, plus, in each case, accrued interest. Amortized cost, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. Section 509. Deficiencies and Surpluses in Funds. For purposes of this Section: (a) a "deficiency" shall mean, in the case of a Series Reserve Account, that the amount on deposit therein is less than the Series Reserve Account Requirement (but only after the Bond Year in which the amount on deposit therein first equals the Series Reserve Account Requirement), and (b) a "surplus1' shall mean, in the case of a Series Reserve Account, that the amount on deposit therein is in excess of the Series Reserve Account Requirement. At the time of any withdrawal from a Series Reserve Account that results in a deficiency therein, the Trustee shall promptly notify the District of the amount of any such deficiency and the Trustee shall withdraw the amount of such deficiency from the related Series Revenue Account, and, if amounts on deposit therein are insufficient therefore, the District shall pay the amount of such deficiency to the Trustee, for deposit in such Series Reserve Account, from the first legally available sources of the District. The Trustee, as of the close of business on the last Business Day in each Bond Year, after taking into account all payments and transfers made as of such date, shall compute, in the manner set forth in Section 508(iv), the value of the Series Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such Series Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the Series Reserve Account, from any legally available sources of the District. The Trustee, as soon as practicable after such computation, shall deposit any surplus, at the direction of an Authorized Officer, to the credit of the Series Redemption Account or the Series Principal Account or as otherwise provided in the applicable Supplemental Indenture. Section 510. Investment Income. Unless provided otherwise in a Supplemental Indenture, earnings on investments in a Series Acquisition and Construction Account, a Series Interest Account and a Series Revenue Account shall be deposited, as realized, to the credit of such Series Account and used for the purpose of such Account. Unless provided in a Supplemental Indenture, earnings on investments in a Series Principal Account and Redemption Account shall be deposited, as realized, to the credit of such Series Interest Account and used for the purpose of such Account. Earnings on investments in a Series Reserve Account shall unless otherwise therein provided in a Supplemental Indenture be disposed of as follows: (OR738362;3} 30 B-9 {OR738362;3} 31

72 (i) if there was no deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in the Series Reserve Account were valued by the Trustee, and if no withdrawals have been made fkom the Series Reserve Account since such date, then earnings on investments in the Series Reserve Account shall be deposited, as realized, in the Series Revenue Account or as otherwise provided in a Supplemental Indenture; (ii) if as of the last date on which amounts on deposit in the Series Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 above) in the Series Reserve Account, or if after such date withdrawals have been made from the Series Reserve Account and have created such a deficiency, then earnings on investments in the Series Reserve Account shall be deposited to the credit of the Series Reserve Account until the amount on deposit therein equals the Series Reserve Account Requirement and thereafter shall be deposited to the Series Revenue Account or as otherwise provided in a Supplemental Indenture. Section 511. Cancellation of the Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be cancelled upon the payment, redemption or purchase of such Bonds. All Bonds cancelled under any of the provisions of this Master Indenture shall be destroyed by the Paying Agent, which shall execute a certificate in duplicate describing the Bonds so destroyed. One executed certificate shall be filed with the Trustee and the other executed certificate shall be retained by the Paying Agent. ARTICLE VI CONCERNING THE TRUSTEE Section 601. 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, to all of which the parties hereto and the Owners agree. Section 602. No Responsibility for Recitals. The recitals, statements and representations in this Master Indenture, in any Supplemental Indenture or in the Bonds, save only the Trustee's authentication certificate, if any, upon the Bonds, have been made by the District and not by the Trustee; and the Trustee shall be under no responsibility for the correctness thereof. Section 603. 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 Trustee shall not be answerable for the default or misconduct of any attorney, agent or employee selected by it with reasonable care. In performance of its duties hereunder, the Trustee may rely on the advice of counsel and shall not be held liable for actions taken in reliance on the advice of counsel. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture or any Supplemental Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct. Section 604. Compensation and Indemnity. The District shall pay the Trustee reasonable compensation for its services hereunder and under any Supplemental Indenture, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, and to the extent permitted by law shall indemnify the Trustee and hold the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder except with respect to its own negligence or misconduct. As security for the foregoing, the District hereby grants to the Trustee a security interest in and to the amounts on deposit in all Series Funds and Accounts (other than the Rebate Fund), thereby, in effect, granting the Trustee a first charge against these moneys following an Event of Default for its fees and expenses (including legal counsel and default administration costs and expenses), subordinate and inferior to the security interest granted to the Owners of the Bonds from time to time secured thereby, but nevertheless payable in the order of priority as set forth in Section 905(i) upon the occurrence of an Event of Default. Section 605. 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 District to require or effect or renew insurance or to report or file claims of loss there under. Section 606. Notice of Default; Right to Investigate. The Trustee shall give written notice, as soon as practicable, by first-class mail to registered Owners of Bonds of all defaults of which the Trustee has actual knowledge, unless such defaults have been remedied (the term "defaults" for purposes of this Section being defined to include the events specified as "Events of Default" in Section 902 hereof, but not including any notice or periods of grace provided for therein). The Trustee will be deemed to have actual knowledge of any payment default under this Master Indenture or under any Supplemental Indenture and, after receipt of written notice thereof by a Credit Facility issuer, or a Liquidity Facility issuer, of a default under its respective reimbursement agreement, but shall not be deemed to have actual knowledge of any other default unless notified in writing of such default by the Owners of at least 25% in aggregate principal amount of the Outstanding Bonds. The Trustee may, but shall not be required to, at any time require of the District 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 District, an investigation into the affairs of the District. Section 607. Obligation to Act. Before taking any action under this Master Indenture (other than actions under Articles I1 (except section 209 thereof), 111, IV and V and Sections 606, 903 and 905 hereof, the Trustee may require that a satisfactory indemnity bond be hished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability resulting from its own negligence or willful misconduct in connection with any such action. Section 608, Reliance by Trustee. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document or telephone message which it in good faith believes to be genuine and to have been passed, signed or given by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture or any Supplemental Indenture; and the Trustee shall be under no duty to make any investigation as to any statement {OR738362;3) 32 (OR ;3 } 33 contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. Section 609. 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 Owners may be entitled to take with like effect as if the Trustee were not a party to this Master Indenture or any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the District. Section 610. Construction of Ambiguous Provision. The Trustee may construe any ambiguous or inconsistent provisions of this Master Indenture or any Supplemental Indenture and any construction by the Trustee shall be binding upon the Owners. The Trustee shall give prompt written notice to the District of any intention to make such construal. Section 611. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture by written resignation filed with the Secretary of the District not less than sixty (60) days before the date when such resignation is to take effect; provided that notice of such resignation shall be sent by first-class mail to each Owner as its name and address appears on the Bond Register and to any Paying Agent, Bond Registrar, any Credit Facility issuer, and any Liquidity Facility issuer, 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 sixty (60) 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. Section 612. Removal of Trustee. Any Trustee hereunder may be removed at any time by an instrument appointing a successor to the Trustee so removed, executed by the Owners of a majority in aggregate principal amount of all Bonds then Outstanding or upon order of the District and filed with the Trustee and the District provided that no Event of Default has occurred hereunder and is continuing. 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 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 District or the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding. Section 613. 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 District shall appoint a successor and shall mail notice of such appointment by first-class mail to each Owner as its name and address appears on the Bond Register, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer; provided, however, that no successor Trustee shall be appointed unless the District shall have received the prior written consent, which consent shall not be unreasonably withheld, the Owners of not less than a majority in principal amount of the Outstanding Bonds and any Credit Facility issuer and any Liquidity Facility issuer, to the appointment of such successor Trustee, Section 614. Qualification of Successor Trustee. 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, but in no event shall the successor Trustee ever be the Credit Facility issuer or Liquidity Facility issuer. Section 615. Instruments of Succession. Any successor Trustee shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder; and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become fblly 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, except for predecessor trustee's right under Section 604 hereof. The Trustee ceasing to act hereunder shall, after deducting any amounts owed to it, pay over to the successor Trustee all moneys held by it hereunder; and, the Trustee ceasing to act and the District shall execute and deliver an instrument or instruments transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act. Section 616. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or converted or with which it may be consolidated or into which substantially all of its corporate trust assets shall be sold or otherwise conveyed, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the successor Trustee under this Master Indenture, without the execution or filing of any paper or any further act on the part of the parties thereto, 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 614 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article VI. Section 617. Resignation of Paying Agent or Bond Registrar. The Paying Agent or Bond Registrar may resign and be discharged of the duties created by this Master Indenture 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 District and the Trustee not less than sixty (60) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation mailed not less than sixty (60) days prior to such resignation date to each Owner as its name and address appear on the registration books of the District maintained by the Bond Registrar. Such resignation shall take effect on the date specified in such notice, unless a successor Paying Agent or Bond Registrar is previously appointed in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Bond Registrar. If the successor Paying Agent or Bond Registrar shall not have been appointed within a period of sixty (60) days following the giving of notice, then the Trustee may appoint a successor Paying Agent or Bond Registrar as provided in Section 619 hereof. {OR ;3} 34 B-10 {OR ;3} 35

73 Section 618. Removal of Paying Agent or Bond Registrar. The Paying Agent or Bond Registrar may be removed at any time prior to any Event of Default by the District by filing with the Paying Agent or Bond Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by an Authorized Officer appointing a 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 Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder. Section 619. Appointment of Successor Paying Agent or Bond Registrar. In case at any time the Paying Agent or Bond 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 ips0 facto exist in the office of the Paying Agent or Bond Registrar, as the case may be, and a successor shall be appointed by the District; and in case at any time the Paying Agent or Bond Registrar shall resign, then a successor shall be appointed by the District. Upon any such appointment, the District shall give written notice of such appointment to the predecessor Paying Agent or Bond Registrar, the successor Paying Agent or Bond Registrar, the Trustee and all Owners. Any new Paying Agent or Bond Registrar so appointed shall immediately and without further act supersede the predecessor Paying Agent or Bond Registrar. Section 620. Qualifications of Successor Paying Agent or Bond Registrar. Every successor Paying Agent or Bond Registrar (i) shall be a commercihl bank or trust company (a)duly organized under the laws of the United States or any state or territory thereof, (b) authorized by law to perform all the duties imposed upon it by this Master Indenture and (c) capable of meeting its obligations hereunder, and (ii) shall have a combined net capital and surplus of at least $50,000,000. Section 621. Acceptance of Duties by Successor Paying Agent or Bond Registrar. Any successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Bond Registrar, without any further act, deed or conveyance, 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 Bond Registrar herein. Upon request of such Paying Agent or Bond Registrar, such predecessor Paying Agent or Bond Registrar and the District shall execute and deliver an instrument transferring to such successor Paying Agent or Bond Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent of Bond Registrar and such predecessor Paying Agent or Bond Registrar shall pay over and deliver to the successor Paying Agent or Bond Registrar all moneys and other assets at the time held by it hereunder. Section 622. Successor by Merger or Consolidation. Any corporation into which any Paying Agent or Bond Registrar hereunder may be merged or converted or with which it may be consolidated or into which substantially all of its assets shall be sold or otherwise conveyed, or any corporation resulting from any merger or consolidation to which any Paying Agent or Bond Registrar hereunder shall be a party, shall be the successor Paying Agent or Bond Registrar under this Master Indenture without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Master Indenture to the contrary notwithstanding. ARTICLE VII FUNDS CONSTITUTE TRUST FUNDS Section 701. Trust Funds, All amounts on deposit in Series Funds or Accounts for the benefit of a Series of Bonds shall: (i) be used only for the purposes and in the manner herein and in the Supplemental Indenture relating to such Series of Bonds provided and, pending such application, be held by the Trustee in trust for the benefit of the Owners of such Series of Bonds; (ii) be irrevocably pledged to the payment of such Series of Bonds, except for amounts on deposit in the Series Rebate Account in the Rebate Fund; (iii) be held and accounted for separate and apart from all other Funds and Accounts, including Series Accounts of other Series of Bonds, and other funds and accounts of the Trustee and the District; (iv) until applied for the purposes provided herein, be subject to a first lien in favor of the Owners of such Series of Bonds and any pari passu obligations to issuers of Credit or Liquidity Facilities with respect to such Series of Bonds, which lien is hereby created, prior and superior to all other liens now existing or hereafter created, and, to a second lien in favor of the Trustee, as security for the reasonable compensation for the services of the Trustee hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, subordinate and inferior to the security interest granted to the Owners of such Series of Bonds and any pari passu obligations to issuers of Credit or Liquidity Facilities with respect to such Series of Bonds, but nevertheless payable in the order of priority as set forth in Section 905 hereof upon the occurrence of an Event of Default; and (v) shall not be subject to lien or attachment by any creditor of the Trustee or any creditor of the District or any other Series of Bonds other than the Owners of such Series of Bonds and the issuers of Credit or Liquidity Facilities with respect to such Series of Bonds. ARTICLE VIII COVENANTS AND AGREEMENTS OF THE DISTRICT Section 801. Payment of Bonds. The District shall duly and punctually pay or cause to be paid, but only from the Trust Estate with respect to each Series of Bonds, Debt Service on the dates, at the places, and in the amounts stated herein, in any Supplemental Indenture, and in the Bonds of such Series. Section 802. Extension of Payment of Bonds. Except as provided in Section 901 hereof, the District shall not directly or indirectly extend the time for payment of the interest on {OR738362;3) 36 {OR738362;3) 37 any Bonds. The time for payment of Bonds of any Series shall be the time prescribed in the Supplemental Indenture relating to such Series of Bonds. Section 803. Further Assurance. At any and all times the District shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the District may become bound to pledge or assign after the date of execution of this Master Indenture. Section 804. Power to Issue Bonds and Create a Lien. The District hereby represents to the Trustee and to the Owners that it is and will be duly authorized under all applicable laws to issue the Bonds of each Series, to execute this Master Indenture, to adopt Supplemental Indentures, and to pledge its moneys, securities and funds in the manner and to the extent provided herein. Except as provided herein, the District hereby represents that such moneys, securities and funds of the District are and will be free and clear of any pledge, lien, charge or encumbrance thereon and all action on the part of the District to that end has been and will be duly and validly taken. The Bonds of each Series, this Master Indenture and any Supplemental Indenture are and will be the valid and legally enforceable obligations of the District, enforceable in accordance with their terms except to the extent that enforcement thereof may be subject to bankruptcy and other similar laws affecting creditors' rights generally. The District shall at all times, to the extent permitted by law, defend, preserve and protect the pledge and lien created by this Master Indenture and all the rights of the Owners hereunder against all claims and demands of all other persons whomsoever. Section 805. Power to Undertake Series Projects and to Collect Pledged Revenues. The District has or will have upon the date of issuance of each Series of Bonds, and will have so long as any Bonds are Outstanding, good right and lawful power: (i) to undertake the Series Projects, or it will take such action on its part required which it deems reasonable in order to obtain licenses, orders, permits or other authorizations, if any, from any agency or regulatory body having lawful jurisdiction which must be obtained in order to undertake such Series Project; and (ii) to fix, levy and collect or cause to be collected the and any and all Pledged Revenues. Section 806. Sale of Series Projects. The District covenants that, until such time as there are no Bonds of a Series Outstanding, it will not sell, lease or otherwise dispose of or encumber the related Series Project or any part thereof other than as provided herein. The District may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by the District in connection with a Series Project, or any materials used in connection therewith, if the District shall determine that such articles are no longer needed or are no longer useful in connection with the acquisition, construction, operation or maintenance of a Series Project, and the proceeds thereof may be applied to the replacement of the properties so sold or disposed of and, if not so applied, shall be deposited to the credit of the related Series Acquisition and Construction Account or, after the Date of Completion of the Series Project, shall be deposited to the credit of the related Series Principal Account. The District may from time to time sell or lease such other property forming part of a Series Project which it may determine is not needed or serves no useful purpose in connection with the maintenance and operation of such Series Project, if the Consulting Engineers shall in writing approve such sale or lease; the proceeds of any such sale shall be disposed of as hereinabove provided for the proceeds of the sale or disposal of movable property. The proceeds of any lease as described above shall be deposited to the credit of the related Series Revenue Account. Notwithstanding the foregoing, the District may: (i) dispose of all or any part of a Series Project, other than a Series Project the revenues to be derived from the operation of which are pledged to a Series of Bonds, by gift or dedication thereof to Brevard County, Florida, or to the State or any agency or instrumentality of either of the foregoing; and/or (ii) impose, declare or grant title, easements, licenses, leases to or interests in the Series Project or a portion or portions thereof in order to create ingress and egress or other rights and public and private utility easements as the District may deem necessary or desirable for the development, use and occupancy of the property within the District; and/or (iii) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Projects. Section 807. Completion and Maintenance of Series Projects. The District shall complete the acquisition and construction of a Series Project with all practical dispatch and in a sound and economical manner. So long as any Series Project is owned by the District, the District shall maintain, preserve and keep the same or cause the same to be maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or cause to be made, all necessary and proper repairs, replacements and renewals so that at all times the operation thereof may be properly and advantageously conducted. Section 808. Accounts and Reports. Reports Pursuant to Uniform Special District Accountability Act of The District covenants and agrees that it will comply with the provisions of Chapter et seq., Florida Statutes, as amended, the Uniform Special District Accountability Act of 1989, to the extent applicable to the District, including any reporting requirements contained therein which are applicable to the District. Section 809. Arbitrage and Other Tax Covenants. The District hereby covenants that it will not take any action, and will not fail to take any action, which action or failure would cause any Tax Exempt Bonds to become "arbitrage bonds'' as defined in Section 148 of the Internal Revenue Code of The District further covenants that it will take all such actions after delivery of any Tax Exempt Bonds as may be required in order for interest on such Tax Exempt Bonds to remain excludable from gross income (as defined in Section 61 of the Internal Revenue Code of 1986) of the Owners. Without limiting the generality of the foregoing, the District hereby covenants that it will to the extent not remitted by the Trustee from h ds held in the Rebate Account, remit to the United States the Rebate Amount at the time and place required by this Master Indenture and any Supplemental Indenture, including any Tax Regulatory Covenants contained therein. The District further covenants that, so long as the Bonds remain outstanding, it will take no action that will cause the Bonds to be "private activity bonds" and that it will perform all obligations required by law to assure that interest on the Bonds remains excludable from gross income for federal income tax purposes. {OR738362;3) 38 B-11 {OR738362;3) 39

74 Section 810. Enforcement of Payment of Assessments. The District will assess, levy, collect or cause to be collected and enforce the payment of Assessments andor any other sources which constitute Pledged Revenues for the payment of any Series of Bonds in the manner prescribed by this Master Indenture, any Supplemental Indenture and all resolutions, ordinances or laws thereunto appertaining at times and in amounts as shall be necessary in order to pay, when due, the principal of and interest on the Series of Bonds to which such Pledged Revenues are pledged; and to pay or cause to be paid the proceeds of such Assessments as received to the Trustee in accordance with the provisions hereof. Section Method of Collection of Assessments and Benefit Special Assessments. The District shall levy and collect Assessments and Benefit Special Assessments in accordance with applicable Florida law. Section 812. Delinquent Assessments. If the owner of any lot or parcel of land shall be delinquent in the payment of any Assessment or Benefit Special Assessment, pledged to a Series of Bonds, then such Assessment or Benefit Special Assessment, shall be enforced in accordance with the provisions of Chapter 190, Florida Statutes, or collected pursuant to the provisions of Chapters 170 and 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deed as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable, then upon the delinquency of any Assessment or Benefit Special Assessment, the District, may, but is not obligated to, declare the entire unpaid balance of such Assessment or Benefit Special Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, and Sections and , Florida Statutes, or otherwise as provided by law. The District further covenants to furnish, at its expense, to any Owner of Bonds of the related Series so requesting, sixty (60) days after the due date of each annual installment, a list of all Delinquent Assessments together with a copy of the District's annual audit, and a list of foreclosure actions currently in progress and the current status of such Delinquent Assessments. Section 813. Deposit of Proceeds from Sale of Tax Certificates. If any tax certificates relating to Delinquent Assessments which are pledged to a Series of Bonds are sold by the Tax Collector pursuant to the provisions of Chapter 197, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than one (1) Business Day following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the related Series Revenue Account. Section 814. Sale of Tax Deed or Foreclosure of Assessment or Benefit Special Assessment Lien. If any property shall be offered for sale for the nonpayment of any Assessment, which is pledged to a Series of Bonds, and no person or persons shall purchase such property for an amount equal to the full amount due on the Assessment or Benefit Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property shall then be purchased by the District for an amount equal to the balance due on the Assessment or Benefit Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name title to the property for the benefit of the Owners of the Series of Bonds to which such Assessments or Benefit Special Assessments were pledged. The District, either through its own actions, or actions the District causes 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 Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action as herein provided, the District shall cause written notice thereof to be mailed to any designated agents of the Owners of the related Series of Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it shall give written notice thereof to such representatives. The District, either through its own actions, or actions the District causes 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 related Series of Bonds within thirty (30) days after the receipt of the request therefore signed by the Trustee or the Owners of at least fifty percent (50%) in aggregate principal amount of the Outstanding Bonds of such Series. Section 815. Other Obligations Payable from Assessments or Benefit Special Assessments. The District will not issue or incur any obligations payable from the proceeds of Assessments securing a Series of Bonds nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon such Assessments or Benefit Special Assessments other than the lien of any Subordinate Debt except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to Florida law. The District may, however, impose and levy assessments or ad valorem taxes payable on a parity with the Assessments securing a Series of Bonds. Section Re-Assessments. If any Assessment or Benefit Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Assessment or Benefit Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment or Benefit Special Assessment when it might have done so, the District shall either: (i) take all necessary steps to cause a new Assessment or Benefit Special Assessment to be made for the whole or any part of such improvement or against any property benefitted by such improvement; or (ii) in its sole discretion, make up the amount of such Assessment or Benefit Special Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Assessment or Benefit Special Assessment shall also be annulled, the District shall obtain and make other Assessments or Benefit Special Assessments until a valid Assessment or Benefit Special Assessment shall be made. Section 817. General. The District shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the District under law and this Master Indenture, in accordance with the terms of such provisions. Upon the date of issuance of each Series of Bonds, all conditions, acts and things required by law and this Master Indenture and any Supplemental Indenture to exist, to have happened and to have been performed precedent to and in the issuance of such Series of Bonds shall exist, have happened and have been performed and upon issuance the issue of such Series {OR738362;3} 40 (OR738362;3) 41 of Bonds shall be within every debt and other limit prescribed by the laws of the State of Florida applicable to the District. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 901. Extension of Interest Payment. If the time for payment of interest of a Bond of any Series shall be extended, whether or not such extension be by or with the consent of the District, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Master Indenture unless the aggregate principal amount of all Bonds of such Bonds then Outstanding and of all accrued interest the time for payment of which shall not have been extended shall have previously been paid in full. Section 902. Events of Default, Each of the following events is hereby declared an Event of Default with respect to a Series of Bonds: due; (i) Any payment of Debt Service on such Series of Bonds is not made when (ii) The District shall for any reason be rendered incapable of fklfilling its obligations hereunder or under the Supplemental Indenture relating to such Series of Bonds; (iii) The District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of a related Series Project; (iv) The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; (v) The District shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (vi) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days fkom the date of assumption of such custody or control; or (vii) The District shall default in the due and punctual performance of any of the covenants, conditions, agreements and provisions contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds on the part of the District to be performed (other than a default in the payment of Debt Service on the related Series of Bonds when due, which is an Event of Default under subsection (i) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the District by the Trustee or, by the Owners of not less than ten per centum (10%) in the aggregate principal amount of the Bonds of such Series then Outstanding. Section 903. Acceleration of Maturities of Bonds of a Series. Upon the happening and continuance of any Event of Default specified in clauses (i) through (vi) and (vii) to the extent such default under (vii) results in the interest on Tax Exempt Bonds no longer being excludable from gross income for federal income tax purposes of Section 902 above with respect to a Series of Bonds, the Trustee shall, upon written direction of the Owners of not less than a majority of the aggregate principal amount of the Bonds of such Series then Outstanding, by a notice in writing to the District, declare the aggregate principal amount of all of the Bonds of such Series then Outstanding (if not then due and payable) to be due and payable immediately and, upon such declaration, the same shall become and be immediately due and payable, anything contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture authorizing such Series to the contrary notwithstanding; provided, however, that if at any time after the aggregate principal amount of the Bonds of any Series then Outstanding shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Master Indenture or the related Supplemental Indenture, moneys shall have accumulated in the related Series Revenue Account sufficient to pay the principal of all matured Bonds of such Series and all arrears of interest, if any, upon all Bonds of such Series then Outstanding (except the aggregate principal amount of any Bonds of such Series then Outstanding that is only due because of a declaration under this Section, and except for the interest accrued on the Bonds of such Series since the last Interest Payment Date), and all amounts then payable by the District hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Paying Agent, and every other default (other than a default in the payment of the aggregate principal amount of the Bonds of such Series then Outstanding that is due only because of a declaration under this Section) shall have been remedied, then the Owners of not less than a majority of the aggregate principal amount of the Bonds of such Series then Outstanding not then due except by virtue of a declaration under this Section, may, by written notice to the District and the Trustee, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 904. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 902 above with respect to a Series of Bonds, the Trustee or, if the Trustee is unwilling or unable to act, the Owners of not less than a majority in aggregate principal amount of the Bonds of such Series then Outstanding may protect and enforce the rights of the Owners of the Bonds of such Series under Florida law, and under this Master Indenture, the related Supplemental Indenture and the Bonds of such Series, by such proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein or in the related Supplemental Indenture granted or for the enforcement of any proper legal or equitable remedy, as the Trustee or the Owners of such Series of Bonds, as the case may be, shall deem most effectual to protect and enforce such rights. {OR738362;3} 42 B-12 (OR738362;31 43

75 Section 905. Pro Rata Application of Funds Among Owners of a Series of Bonds. Anything in this Master Indenture to the contrary notwithstanding, if at any time the moneys in the Series Funds and Accounts shall not be sufficient to pay Debt Service on the related Series of Bonds when due, such moneys together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (i) Unless the aggregate principal amount of all the Bonds of such Series shall have become due and payable or shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, all such moneys shall be applied: First: to the payment of any then due fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid. Second: to payment to the persons entitled thereto o fall installments of interest then due and payable on the Bonds of such Series, in the order in which such installments become due and payable 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 discrimination or preference except as to any difference in the rates of interest specified in the Bonds of such Series; and Third: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds of such Series which shall have become due (other than Bonds of such Series called for redemption for the payment of which sufficient moneys are held pursuant to this Master Indenture), in the order of their due dates, with interest upon the Bonds of such Series at the rates specified therein from the dates upon which they become due to their payment date, and, if the amount available shall not be sufficient to pay in full the principal of Bonds of such Series due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Owners of the Bonds of such Series entitled thereto without any discrimination or preference except as to any difference in the foregoing rates of interest. (ii) If the aggregate principal amount of all the Bonds of a Series shall have become due and payable in accordance with their terms or shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, all such moneys shall be applied first to the payment of any fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid, and, then the payment of the whole amount of principal and interest then due and unpaid upon the Bonds of such Series, without preference or priority of principal or of interest or of any installment of interest over any other installment of interest, or of any Bond over any other Bond of such Series, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds of such Series. (iii) If the principal of all the Bonds of a Series shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, and if such declaration shall thereafter have been rescinded and annulled pursuant to the provisions of Section 903 of this Article, then, if the aggregate principal amount of all of the Bonds of such Series shall later become due or be declared due and payable pursuant to the provisions of Section 903 of this Article, the moneys remaining in and thereafter accruing to the related Series Revenue Fund shall be applied in accordance with subsection (ii) above. The provisions of this Section are in all respects subject to the provisions of Section 901 of this Article. Whenever moneys are to be applied pursuant to this Section, such moneys shall be applied by the Trustee at such times as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and, to the extent known by the Trustee, the likelihood of additional moneys becoming available for such application. The deposit of such moneys with the Paying Agent shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to any Owner or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies such moneys in accordance with such provisions of this Master Indenture as may be applicable at the time of application. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to any Owner until such Bond shall be surrendered to him for appropriate endorsement. Section 906. Effect of Discontinuance of Proceedings. If any proceeding taken by the Trustee or any Owner on account of any default shall have been discontinued or abandoned for any reason, then the District and the Owner shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Owners shall continue as though no such proceeding had been taken. Section 907. Restriction on Individual Owner Actions. Except as provided in Section 910 below, no Owner of any of the Bonds shall have any right in any manner whatever to affect, disturb or prejudice the security of this Master Indenture or any Supplemental Indenture, or to enforce any right hereunder or there under except in the manner herein or therein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Owners of the Bonds of such Series. Section 908. No Remedy Exclusive. No remedy conferred upon the Trustee or the Owners is intended to be exclusive of any other remedy herein or in any Supplemental Indenture provided, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder. { OR ; (OR738362;3} 45 Section 909. Delay Not a Waiver. No delay or omission of the Trustee or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given to the Trustee and the Owners may be exercised from time to time and as often as may be deemed expedient. Section 910. Right to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Owner to enforce the payment of Debt Service on the Bonds of which such person is the registered Owner, or the obligation of the District to pay Debt Service to the Owner at the time and place specified in such Bond. Section 911. No Cross Default Among Series. The occurrence of an Event of Default hereunder or under any Supplemental Indenture with respect to any Series of Bonds shall not constitute an Event of Default with respect to any other Series of Bonds, unless the event giving rise to the Event of Default also constitutes an Event of Default hereunder or under the Supplemental Indenture with respect to such other Series of Bonds. Section 912. Indemnification. Other than to make proper draws under a Credit Facility, the Trustee shall be under no obligation to institute any suit or to take any remedial proceeding under this Master Indenture or any Supplemental Indenture or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to advance its own money, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. ARTICLE X EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS Section Execution of Instruments by Owners and Proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Master Indenture or any Supplemental Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by Owners or their attorneys or legal representatives. Proof of the execution of any such instrument shall be sufficient for any purpose of this Master Indenture and shall be conclusive in favor of the District with regard to any action taken by it under such instrument if verified by any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the Trustee or the District in pursuance of such request or consent. ARTICLE XI SUPPLEMENTAL INDENTURES Section Supplemental Indentures Without Owners' Consent. The Governing Body fiom time to time may authorize such indentures supplemental hereto or amendatory hereof as shall not be inconsistent with the terms and provisions hereof (which supplemental indenture shall thereafter form a part hereof), without the consent of the Owners, for the following purposes: (i) to provide for the initial issuance of a Series of Bonds or refunding bonds of a Series; or (ii) to make any change whatsoever to the terms and provisions of this Master Indenture, but only as such change relates to a Series of Bonds upon the original issuance thereof (or upon the original issuance of refunding bonds of a Series which defease and discharge the Supplemental Indenture of the Series of Bonds to be refunded) under and pursuant to the terms of the Supplemental Indenture effecting such change; or (iii) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Master Indenture; or (iv) to grant to the Owners or to the Trustee on behalf of the Owners any additional rights or security that may lawhlly be granted; (v) to add to the covenants and agreements of the District in this Master Indenture other covenants and agreements thereafter to be observed by the District to the benefit of the Owners of the Outstanding Bonds; (vi) to make such changes as may be necessary in order to reflect amendments to Florida Law, so long as, in the opinion of Bond Counsel to the District, such changes either; (a) do not have a material adverse effect on the Owners of each Series of Bonds to which such changes relate; or (b) if such changes do have a material adverse effect, that they nevertheless are required to be made as a result of such amendments; or (vii) to modify the provisions of this Master Indenture or any Supplemental Indenture provided that such modification does not, in the written opinion of Bond Counsel, materially adversely affect the interests of the Owners of the Bonds Outstanding, upon which opinion the Trustee must conclusively rely. Section Supplemental Indentures With Owner Consent. Subject to the provisions contained in this Section, and not otherwise, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, fiom time to time, anything contained in this Master Indenture to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental hereto or amendatory hereof as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to {OR738362;3) 46 B-13 ior738362;3) 47

76 or rescinding, in any particular, any of the provisions of this Master Indenture or of any Supplemental Indenture; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds then Outstanding which was effected thereby; (i) an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond; (ii) (iii) a reduction in the principal, premium, or interest on any Bond; a preference or priority of any Bond over any other Bond; or (iv) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture. In addition to the foregoing, the Owners of not less than a majority in aggregate principal amount of the Bonds of any Series then Outstanding shall have the right, kom time to time, anything contained in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental to the Supplemental Indenture relating to such Series of Bonds or amendatory thereof, but not hereof, as shall be deemed desirable by the District for the purpose of modifling, altering, amending, adding to or rescinding, in any particular, any of the provisions of such Supplemental Indenture or of any indenture supplemental thereto; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds of such Series then Outstanding, (a) an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond of such Series; (b) Series; a reduction in the principal, premium, or interest on any Bond of such (c) a preference or priority of any Bond of such Series over any other Bond of such Series; (d) a reduction in the aggregate principal amount of the Bonds of such Series required for consent to such indenture supplemental to the Supplemental Indenture. If at any time the District shall determine that it is desirable to approve any Supplemental Indenture pursuant to this Section 1102, the District shall cause the Trustee to mail, at the expense of the District, notice of the proposed approval to the Owners whose approval is required. Such notice shall be prepared by the District and shall briefly set forth the nature of the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture and shall state that copies thereof are on file with the Secretary for inspection by all affected Owners. The District shall not, however, be subject to any liability to any Owner by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such Supplemental Indenture or indenture supplemental to a Supplemental Indenture when consented to and approved as provided in this Section. Whenever, at any time within one (1) year after the date of the first mailing of such notice, there shall be delivered to the District an instrument or instruments in writing purporting to be executed by the Owners of the requisite principal amount of the Bonds of such Series Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Governing Body and the Trustee may approve such Supplemental Indenture and cause it to be executed, in substantially such form, without liability or responsibility to any Owner. Section Opinion of Bond Counsel With Respect to Supplemental Indenture. In addition to the other requirements herein set forth with respect to Supplemental Indentures or indenture supplemental to a Supplemental Indenture, no such indenture shall be effective unless and until there shall have been delivered to the Trustee the opinion of Bond Counsel to the effect that such indenture is permitted pursuant to this Master Indenture and that such indenture is the valid and binding obligation of the District enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or general equitable principles, upon which opinion the Trustee may conclusively rely. In addition, if such indenture relates to a Series of Tax Exempt Bonds, such opinion shall also state that such indenture will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the related Series of Bonds. Section Supplemental Indenture Part of Indenture. Any supplemental indenture executed in accordance with this Article and approved as to legality by counsel to the District shall thereafter, except as otherwise provided therein, form a part of this Master Indenture. Except as applicable only to Bonds of a Series, all of the terms and conditions contained in any such supplemental indenture amendatory of this Master Indenture shall be part of the terms and conditions hereof. Section Insurer or Issuer of a Credit or Liquidity Facility as Owner of Bonds. As long as a Credit or Liquidity Facility securing all or a portion of the Bonds of a Series Outstanding is in effect, and such issuer is not in default of its obligations under the Credit or Liquidity Facility, as the case may be, the issuer of the Credit or Liquidity Facility or the Insurer, to the extent so authorized in the applicable Supplemental Indenture, will be deemed to be the Owner of the Bonds of such Series secured by the Credit or Liquidity Facility: (i) at all times for the purpose of the execution and delivery of a supplemental indenture or of any amendment, change or modification of the Master Indenture or the applicable Supplemental Indenture or the initiation by Owners of any action to be undertaken by the Trustee at the Owner's request, which under the Master Indenture or the applicable Supplemental Indenture requires the written approval or consent of or can be initiated by the Owners of at least a majority in principal amount of the Bonds of the Series at the time Outstanding; (ii) at all times for the purpose of the mailing of any notice to Owners under the Master Indenture or the applicable Supplemental Indenture; and (iii) following an Event of Default for all other purposes. Notwithstanding the foregoing, neither an Insurer nor the issuer of a Credit or Liquidity Facility with respect to a Series of Bonds will be deemed to be an Owner of the Bonds of such Series with respect to any such Supplemental Indenture or of any amendment, change or modification of the Master Indenture which would have the effect of permitting: (i) a change in the terms of redemption or {OR ;3} 48 {OR738362;3} 49 maturity of any Bonds of a Series Outstanding or of any installment of interest thereon; or (ii) a reduction in the principal amount or the Redemption Price thereof or in rate of interest thereon; or (iii) reducing the percentage or otherwise affecting the classes of Bonds the consent of the Owners of which is required to effect any such modification or amendment; or (iv) creating any preference or priority of any Bond of a Series over any other Bond of such Series. ARTICLE XI1 DEFEASANCE Section Defeasance and Discharge of the Lien of this Master Indenture and Supplemental Indentures. (i) If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon and the obligations under any Letter of Credit Agreement and any Liquidity Agreement, at the times and in the manner stipulated therein and in this Master Indenture and any Letter of Credit Agreement and any Liquidity Agreement and pays or causes to be paid all other moneys owing hereunder and under any Supplemental Indenture (including, without limitation the fees and expenses of the Trustee, including reasonable counsel fees and expenses), then the lien of this Master Indenture and all covenants, agreements and other obligations of the District to the Owners and the issuer of any Credit Facility or Liquidity Facility shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee upon the request of the District shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee and the Paying Agent shall pay over or deliver, as directed by the District, all moneys or securities held by them pursuant to this Master Indenture which are not required for the payment of principal or Redemption Price, if applicable, on Bonds not theretofore surrendered for such payment or redemption or for payment of obligations under any Letter of Credit Agreement and any Liquidity Agreement. If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Outstanding Bonds or of a particular maturity, of a particular Series or of any part of a particular maturity or Series the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Master Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture, and all covenants, agreements and obligations of the District to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Anything to the contrary in this Section 1201 notwithstanding, this Master Indenture shall not be discharged nor shall any Bonds with respect to which moneys or Federal Securities have been deposited in accordance with the provisions of this Section 1201 cease to be entitled to the lien, benefit or security under this Master Indenture, except that the lien, benefit and security of this Master Indenture and the obligations of the District hereunder shall be limited solely to and such Bonds shall be secured solely by and be payable solely from the moneys or Federal Securities so deposited. (ii) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit pursuant to this Master Indenture of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in this Section. All Outstanding Bonds of any particular maturity or Series shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (i) of this Section 1201 if: (a) in case any of such Bonds are to be redeemed on any date prior to their maturity, the District shall have given to the Trustee or the Bond Registrar irrevocable instructions accepted in writing by the Trustee or the Bond Registrar to mail as provided in Article I11 notice of redemption of such Bonds on such date; (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Federal Securities, the principql of and the interest on which when due shall, as demonstrated in an Accountant's Certificate, provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be; (c) the District shall have given the Trustee or the Bond Registrar in form satisfactory to it irrevocable instructions to mail, postage prepaid, to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registry books of the District, a notice to the registered Owners of such Bonds and to the Registrar that the deposit required by (b) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 1201 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds; (d) an opinion of Bond Counsel to the effect that such defeasance is permitted under this Master Indenture and the Supplemental Indenture relating to the Series of Bonds so defeased and that, in the case of Tax-Exempt Bonds, such defeasance will not adversely affect the tax exempt status of such Series of Bonds; and (e) if such defeasance is being accomplished in whole or in part with the proceeds of Refunding Bonds being deposited in an escrow or similar account the escrow agreement pursuant to which the deposit will be held shall provide that the District will not exercise any optional redemption with respect to such defeased Bonds not expressly required to be exercised under such escrow agreement and will not exercise any other redemption with respect to such defeased Bonds other than mandatory sinking fund redemption. Neither Federal Securities nor moneys deposited with the Trustee pursuant to this Section 1201 nor principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee: (a) to the extent such cash shall not be required at any time for such purpose as evidenced by an Accountant's Certificate or, and to the extent all obligations under any Letter of Credit Agreement or any Liquidity Agreement are satisfied, as determined by an Insurer or an issuer of any Credit Facility and any Liquidity Facility securing the Bonds with respect to which such Federal Securities have been so deposited, shall be paid over upon the direction of the District as received by the Trustee, free and clear of any trust, lien, pledge or assignment securing such Bonds or otherwise existing under this Master Indenture; and (b) to the extent such cash shall be required for such purpose at a later date, shall, to the extent {OR738362;3} 50 B-14 (OR738362;3} 51

77 practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds, or obligations under any Letter of Credit Agreement or any Liquidity Agreement, on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over as received by the Trustee to the District, free and clear of any lien, pledge or security interest securing such Bonds or otherwise existing under this Master Indenture. For the purposes of this provision, Federal Securities means and includes only such securities which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof. (iii) As to any Variable Rate Bonds, whether discharged and satisfied under the provisions of subsection (i) or (ii) above, the amount required for the interest thereon shall be calculated at the maximum rate permitted by the terms of the provisions which authorized the issuance of such Variable Rate Bonds; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Federal Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and satisfy such Bonds and obligations under any Letter of Credit Agreement and any Liquidity Agreement pursuant to the provisions of this Section, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Variable Rate Bonds or otherwise existing under this Master Indenture or under any Letter of Credit Agreement or any Liquidity Agreement. (iv) Notwithstanding any of the provisions of this Master Indenture to the contrary, Option Bonds may only be hlly discharged and satisfied either pursuant to subsection (i) above or by depositing in the Series Interest Account, the Series Principal Account and the Series Redemption Account, or in such other accounts which are irrevocably pledged to the payment of the Option Bonds, as the District may create and establish by Supplemental Indenture, moneys which together with other moneys lawfully available therefor shall be sufficient at the time of such deposit to pay when due the maximum amount of principal of and Redemption Price, if any, and interest on such Option Bonds which could become payable to the Owners of such Bonds upon the exercise of any options provided to the Owners of such Bonds; provided however, that if, at the time a deposit is made pursuant to this subsection (iv), the options originally exercisable by the Owner of an Option Bond are no longer exercisable, such Bond shall not be considered an Option Bond for purposes of this subsection (iv). If any portion of the moneys deposited for the payment of the principal of and Redemption Price, if any, and interest on Option Bonds is not required for such purpose and is not needed to reimburse an Insurer or an issuer of any Credit Facility or Liquidity Facility, for obligations under any Letter of Credit Agreement or any Liquidity Agreement, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing such Option Bonds or otherwise existing under this Master Indenture or any Letter of Credit Agreement or Liquidity Agreement. (v) Anything in this Master Indenture to the contrary notwithstanding, any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bonds became due and payable, shall, at the written request of the District be repaid by the Trustee or Paying Agent to the District, as its absolute property and free from trust, and the Trustee or Paying Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Bonds; provided, however, that before being required to make any such payment to the District, the Trustee or Paying Agent shall, at the expense of the District, cause to be mailed, postage prepaid, to any Insurer or any issuer of any Credit Facility or Liquidity Facility, and to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registry books of the District, a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than thirty (30) days after the date of the mailing of such notice, the balance of such moneys then unclaimed shall be returned to the District. (vi) In the event that the principal and Redemption Price, if applicable, and interest due on the Bonds shall be paid by the Insurer pursuant to a municipal bond insurance policy, the assignment and pledge and all covenants, agreements and other obligations of the District to the Owners of such Bonds shall continue to exist and the Insurer shall be subrogated to the rights of such Owners. (vii) Anything in this Master Indenture to the contrary notwithstanding, the provisions of the foregoing subsections (ii) through (vi) shall apply to the discharge of Bonds of a Series and to the discharge of the lien of any Supplemental Indenture securing such Series of Bonds as though each reference to the "Master Indenture" were a reference to such "Supplemental Indenture" and as though each reference to "Bonds Outstanding" were a reference to the "Bonds of such Series Outstanding." Section Moneys Held in Trust. All moneys and obligations held by an escrow or paying agent or trustee pursuant to this Section shall be held in trust and the principal and interest of said obligations when received, and said moneys, shall be applied to the payment, when due, of the principal, interest and premium, if any, of the Bonds to be paid or to be called for redemption. ARTICLE XI11 MISCELLANEOUS PROVISIONS Section Effect of Covenants. All covenants, stipulations, obligations and agreements of the District contained in this Master Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the District and of the Governing Body of the District to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty {OR738362;3} 52 {OR738362;3} 53 affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided herein, all rights, powers and privileges conferred, and duties and liabilities imposed, upon the District or upon the Governing Body by this Master Indenture shall be exercised or performed by the Governing Body, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governing Body in his or her individual capacity, and neither the members of the Governing Body nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section Manner of Giving Notice to the District and the Trustee. Any notice, demand, direction, request or other instrument authorized or required by this Master Indenture to be given to or filed with the District or the Governing Body or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Master Indenture if and when sent by certified mail, return receipt requested: To the District, addressed to: Heritage Isle at Viera Community Development District c/o District Manager I Rizzetta & Company, Inc Colwell Avenue, Suite 200 Tampa, FL To the Trustee, addressed to: SunTrust Bank 225 E. Robinson Street, Suite 250 Orlando, FL Attention: Corporate Trust Department or to such other address as shall be provided to the other party hereto in writing. All documents received by the District and the Trustee under this Master Indenture shall be retained in their possession, subject at all reasonable times to the inspection of any Owner and the agents and representatives thereof. Notwithstanding the foregoing, the Trustee shall not be obligated to maintain any such documents beyond the period of two (2) years from the receipt thereof. Section Manner of Giving Notice to the Owners. Any notice, demand, direction, request, or other instrument authorized or required by this Master Indenture to be mailed to the Owners shall be deemed to have been sufficiently mailed if mailed by first class mail, postage pre-paid, to the Owners at their addresses as they appear at the time of mailing on the registration books maintained by the Bond Registrar. Section Successorship of District Officers. If the offices of Chairman or Vice Chairman of the Board of Supervisors or Secretary shall be abolished or any two (2) or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the District or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section Inconsistent Provisions. All provisions of any resolutions, and parts thereof, which are inconsistent with any of the provisions of this Master Indenture are hereby declared to be inapplicable to this Master Indenture. Section Further Acts. The officers and agents of the District are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Master Indenture, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Master Indenture. Section Headings Not Part of Indenture. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Master Indenture, nor shall they affect its meaning, construction or effect. Section Effect of Partial Invalidity; Applicable Law. In case any one or more of the provisions of this Master Indenture or of any Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Master Indenture or of the Bonds, but this Master Indenture and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Master Indenture is adopted with the intent that the laws of the State of Florida shall govern their construction. Section Attorney's Fees. Any reference herein to the term "attorneys' fees'' or "legal fees" or words of like import shall include but not be limited to fees of legal assistants and paralegal and fees incurred in any and all legal proceedings, including any trial or appellate level proceedings, and any sales tax thereon. Section Counterparts. This Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. Section Effective Date. This Master Indenture shall be effective as of the date first above-written. {OR738362;3} 54 B-15 {OR738362;3) 55

78 I,/' IN WITNESS WHEREOF, the District has caused this Master Trust Indenture to be executed on its behalf by Vice Chairman and attested by its Secretary and the Trustee, to evidence its acceptance of the trusts hereunder created, has caused this Master Trust Indenture to be executed and attested by its duly authorized officer. HERITAGE ISLE AT VIERA COMMUNITY DEVELOPMENT DISTRICT.rw-%& +* f Wwtb.4 % G ATTEST: f SEkL I --,lc--- %w$q.*@., ---..=,,' I' \ L.1' w' Secretary 20% $,Chai&&$of Supervisors SUNTRUST BANK, as Trustee By: Vice Presidenu EXHIBIT "A" FORM OF REQUISITION The undersigned, an Authorized Officer of Heritage Isle at Viera Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to SunTrust Bank, as trustee (the "Trustee"), dated as of May 1, 2004 (the "Master Indenture"), as amended and supplemented by the Supplemental Indenture from the District to the Trustee, dated as of 3- (the Master Indenture as amended and supplemented is hereinafter referred to as the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (A) (B) (C) Requisition Number: Name of Payee: Amount Payable: (D) 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): (E) made: Fund or Account and subaccount, if any, from which disbursement to be The undersigned hereby certifies that obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Acquisition and Construction Account, that each disbursement set forth above was incurred in connection with the acquisition and construction of the Project and each represents a Cost of the Project, and 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 are originals of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested. Heritage Isle at Viera Community Development District Authorized Officer {OR738362;3) 56 {OR738362;3) A- 1 CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY The undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and, (ii) the report of the District Engineer as such report shall have been amended or modified on the date hereof. Authorized Officer [THIS PAGE INTENTIONALLY LEFT BLANK] { OR738362;3} A-2 B-16

79 TABLE OF CONTENTS SECOND SUPPLEMENTAL TRUST INDENTURE BETWEEN HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT AND U.S. BANK NATIONAL ASSOCIATION (as successor to SunTrust Bank) As Trustee Dated as of March 1, 2015 Authorizing and Securing HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT (ST. JOHNS COUNTY, FLORIDA) SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2015 Page ARTICLE I DEFINITIONS... 4 ARTICLE II THE SERIES 2015 BONDS... 7 SECTION Amounts and Terms of Series 2015 Bonds; Issue of Series 2015 Bonds... 7 SECTION Execution... 7 SECTION Authentication... 7 SECTION Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2015 Bonds... 8 SECTION Debt Service on the Series 2015 Bonds... 9 SECTION Disposition of Series 2015 Bond Proceeds... 9 SECTION Book-Entry Form of Series 2015 Bonds SECTION Appointment of Registrar and Paying Agent ARTICLE III REDEMPTION OF SERIES 2015 BONDS SECTION Redemption Dates and Prices SECTION Notice of Redemption ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL ASSESSMENT LIENS SECTION Establishment of Certain Funds and Accounts SECTION Series 2015 Revenue Account SECTION Power to Issue Series 2015 Bonds and Create Lien SECTION Prepayments; Removal of Special Assessment Liens ARTICLE V CONCERNING THE TRUSTEE SECTION Acceptance by Trustee SECTION Limitation of Trustee's Responsibility SECTION Trustee's Duties SECTION Extraordinary Fees and Expenses of Trustee ARTICLE VI ADDITIONAL COVENANTS SECTION Limitation on Additional Bonds SECTION Collection of Assessments SECTION Delinquent Special Assessments ARTICLE VII MISCELLANEOUS PROVISIONS i EXHIBIT A SECTION Interpretation of Supplemental Indenture SECTION Amendments SECTION Counterparts SECTION Appendices and Exhibits SECTION Payment Dates SECTION No Rights Conferred on Others SECTION Brokerage Confirmations FORM OF SERIES 2015 BOND This SECOND SUPPLEMENTAL TRUST INDENTURE (the "Second Supplemental Indenture"), dated as of March 1, 2015, between HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT (the "Issuer"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION (as successor to SunTrust Bank), a national banking association, authorized to accept and execute trusts of the character set out herein, (the "Trustee"). WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by Ordinance No , of the Board of County Commissioners of St. Johns County, Florida, effective on June 28, 2004; and WHEREAS, the premises governed by the Issuer, which consist of approximately 597 acres of land located entirely within the unincorporated area of St. Johns County, Florida (the "County"), are referred to herein as the "District Lands" and are described more fully in Exhibit A to the Master Trust Indenture, dated as of May 1, 2005, between the Issuer and the Trustee (the "Master Indenture"); and WHEREAS, the Issuer was created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and WHEREAS, the Issuer has undertaken the acquisition and construction of certain roadway improvements, a stormwater management system, water and sewer system, landscaping and entranceway improvements and recreational facilities pursuant to the Act for the special benefit of the District Lands; and WHEREAS, pursuant to Resolution No , adopted by the Governing Board of the Issuer on July 12, 2004, as supplemented by Resolution No , adopted by the Governing Board of the Issuer on May 29, 2005, and pursuant to the Master Indenture and that certain First Supplemental Indenture (the "First Supplemental Indenture"), the Issuer previously authorized and issued $17,305,000 in aggregate principal amount of its Heritage Landing Community Development District (St. Johns County, Florida) Special Assessment Bonds, Series 2005 (the "Series 2005 Bonds") for purposes, among other things, of funding a portion of the costs of the Series 2005 Project (as such term is defined in the First Supplemental Indenture), and retiring of the Issuer's Special Assessment Bond Anticipation Notes, Series 2004; and WHEREAS, the Series 2005 Bonds were validated by final judgment of the Circuit Court of the Seventh Judicial Circuit of Florida, in and for Flagler, Putnam, St. Johns, and Volusia Counties, Florida, rendered on the 15 th day of October, 2004; and WHEREAS, the Governing Body of the District duly adopted Resolutions No and , on March 29, 2005, declaring special assessments; indicating the location, nature and estimated cost of those improvements whose cost is to be defrayed by the special assessments; providing the portion of the estimated cost of the improvements to be defrayed by the special assessments; providing the manner in which such special assessments shall be made; providing when such special assessments shall be made; designating lands upon which the special assessments shall be levied; providing for an assessment plat; adopting a preliminary ii B-17 1

80 assessment role and providing for a public hearing concerning, among other matters, comments and objections to the proposed special assessment program (the "Preliminary Assessment Resolution") and the Governing Body of the District duly adopted Resolution No , on May 10, 2005, following a public hearing conducted in accordance with the Act, to fix and establish the Assessments and the benefitted property (collectively with the Preliminary Assessment Resolution, the "Assessment Proceedings"); and WHEREAS, pursuant to the Assessment Proceedings the District imposed and levied special assessments against the property within the District specially benefitted by the Series 2005 Project (the "Series 2005 Special Assessments"); and WHEREAS, the District has determined that under existing market conditions, it would be in the best financial interest of the District to currently refund and redeem all of the Outstanding Series 2005 Bonds (the "Refunded Bonds") in order to cause an annual reduction in the Series 2005 Special Assessments levied and imposed on District Lands specially benefitted by the Series 2005 Project; and WHEREAS, pursuant to Resolution No , adopted by the Governing Body of the District on February 25, 2015 (the "Delegation Resolution"), the District has authorized the issuance, sale and delivery of its $14,435,000 Heritage Landing Community Development District Special Assessment Revenue Refunding Bonds, Series 2015 (the "Series 2015 Bonds"), which are issued hereunder as a Series of Bonds under the Master Indenture, and has authorized the execution and delivery of this Second Supplemental Indenture to secure the issuance of the Series 2015 Bonds and to set forth the terms of the Series 2015 Bonds; and WHEREAS, the Issuer will apply the proceeds of the Series 2015 Bonds, together with Prior Indenture Funds (as defined herein), to: (i) currently refund and redeem the Refunded Bonds; (ii) pay certain costs associated with the issuance of the Series 2015 Bonds; (iii) pay interest coming due on the Series 2015 Bonds on May 1, 2015, and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015; and (iv) make a deposit into the Series 2015 Debt Service Reserve Account; and WHEREAS, the Series 2015 Bonds will be payable from and secured by the Pledged Revenues (as hereinafter defined), which are mostly comprised of the Series 2015 Special Assessments, to the extent provided herein; and covenants herein contained and of the purchase and acceptance of the Series 2015 Bonds by the Owners thereof, 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 does hereby assign, transfer, set over and pledge to U.S. Bank, 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 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 the Series 2015 Bonds issued hereunder, 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 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 Indenture with respect to the Series 2015 Bonds. IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2015 Bonds issued and to be issued under this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this Second Supplemental Indenture) of any one Series 2015 Bond over any other Series 2015 Bond, all as provided in the 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 2015 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 2015 Bonds and the 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 Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee 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 Second Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this Second Supplemental Indenture to be and remain in full force and effect. WHEREAS, the execution and delivery of the Series 2015 Bonds and of this Second Supplemental Indenture have been duly authorized by the Governing Body of the Issuer and all things necessary to make the Series 2015 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Second Supplemental Indenture a valid and binding agreement have been done; and NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2015 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2015 Bonds, and for and in consideration of the mutual 2 3 ARTICLE I DEFINITIONS In this Second Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires: "Arbitrage Certificate" shall mean that certain Arbitrage Certificate of the Issuer, dated March 26, 2015, relating to certain restrictions on arbitrage under the Code. "Assessment Proceedings" shall have the meaning assigned to it in the Whereas Clauses hereto and any supplemented proceedings undertaken by the District with respect to the Series 2015 Special Assessments. "Authorized Denomination" shall mean, with respect to the Series 2015 Bonds, denominations of $5,000 and any integral multiple thereof. "Continuing Disclosure Certificate" shall mean the Continuing Disclosure Certificate dated March 26, 2015, executed and delivered by the Issuer, for the benefit of the owners of the Series 2015 Bonds. "Debt Service Reserve Requirement" shall mean, with respect to the Series 2015 Bonds, an amount equal to 50% of the maximum annual Debt Service Requirement for the Outstanding Series 2015 Bonds, calculated from time to time, which initially shall be $510, "Defeasance Securities" shall mean, with respect to the Series 2015 Bonds, to the extent permitted by law, cash deposits insured at all times by the Federal Deposit Insurance Corporation or otherwise secured with any collateral that satisfies the provisions of 12 CFR Part 9, Section 9.10(b)(2), or a FHLB Letter of Credit. "Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement between the District and the Trustee, as escrow agent, relating to the payment and redemption of the Refunded Bonds. "Foreclosure Proceeds" shall mean the proceeds in excess of the amount of Delinquent Assessments which at the time of receipt will be, or would have been, applied to pay current Debt Service on the Series 2015 Bonds collected by the District through a foreclosure proceeding resulting from the acceleration of all future installments of principal of Series 2015 Special Assessments on a foreclosed tax parcel. "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 collectively, the Master Indenture and this Second Supplemental Indenture. "Interest Payment Date" shall mean May 1 and November 1 of each year, commencing May 1, "Paying Agent" shall mean the Trustee, and its successors and assigns, as Paying Agent hereunder. "Pledged Revenues" shall mean with respect to the Series 2015 Bonds (a) all revenues received by the Issuer from Series 2015 Special Assessments levied and collected on the District Lands benefited by the Series 2005 Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2015 Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that Pledged Revenues shall not include (A) any moneys transferred to the Rebate Fund, or investment earnings thereon and (B) "special assessments" levied and collected by the Issuer under Section of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section (3) 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 (A) and (B) of this proviso). "Prepayment" shall mean the payment by any owner of property of the amount of Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments and prepayments which become due pursuant to the "true-up" mechanism contained in the Assessment Resolutions. "Prepayments" shall include, without limitation, Series 2015 Prepayment Principal. "Prior Indenture Funds" shall mean the $322, on deposit in the Series 2005 Debt Service Reserve Account, $1,284, on deposit in the Series 2005 Revenue Account, and $25, on deposit in the Series 2005 Prepayment Account, held prior to the issuance of the Series 2015 Bonds, under the First Supplemental Indenture for the benefit of the Refunded Bonds. "Registrar" shall mean the Trustee, 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 of the Issuer dated July 12, 2004, pursuant to which the Issuer authorized the issuance of not exceeding $45,000,000 aggregate principal amount of its special assessment bonds to finance the Project (as such term is defined in the planning, financing, acquisition, construction, reconstruction, equipping and installation of Master Indenture) for the special benefit of the District Lands or portions thereof, and (ii) Resolution No of the Issuer dated February 25, 2015, pursuant to which the Issuer authorized the issuance of the Series 2015 Bonds in an aggregate principal amount not to exceed $14,455,000 to finance, among other things, refunding of the Refunded Bonds, specifying the details of the Series 2015 Bonds and awarding the Series 2015 Bonds. 4 B-18 5

81 "Series 2015 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 Second Supplemental Indenture. "Series 2015 Bond Redemption Fund" shall mean the Series 2015 Bond Redemption Fund established pursuant to Section 4.01(g) of this Second Supplemental Indenture. "Series 2015 Debt Service 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 Second Supplemental Indenture. "Series 2015 General Account" shall mean the account so designated, established as a separate account under the Series 2015 Bond Redemption Fund pursuant to Section 4.01(g) of this Second Supplemental Indenture. "Series 2015 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 Second Supplemental Indenture. "Series 2015 Prepayment Account" shall mean the account so designated, established as a separate account under the Series 2015 Bond Redemption Fund pursuant to Section 4.01(g) of this Second Supplemental Indenture. "Series 2015 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2015 Special Assessments being prepaid. "Series 2015 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 Second Supplemental Indenture. "Series 2015 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 Second Supplemental Indenture. "Series 2015 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 Second Supplemental Indenture. "Series 2015 Special Assessments" shall mean the Series 2005 Special Assessments levied pursuant to the Assessment Proceedings in connection with the issuance of the Series 2005 Bonds, as reduced in connection with the Series 2015 Bonds, and corresponding in amount to the debt service on the Series 2015 Bonds. "Special Assessments" shall mean the non-ad valorem special assessments levied by the Issuer against assessable units within the District Lands specially benefited by the Series 2005 Project or any portion thereof, pursuant to Section , Florida Statutes, as amended, and Resolution Nos , , , and of the Issuer adopted on March 29, 2005, March 29, 2005, May 10, 2005, and March 25, 2015, respectively, as amended and supplemented from time to time (collectively, the "Assessment Resolutions"), and shall include the Series 2015 Special Assessments. "Supplemental Indenture" shall mean this Second Supplemental Trust Indenture, dated as of March 1, 2015, by and between the Issuer and the Trustee, as supplemented or amended. The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the forms of Series 2015 Bonds), refer to the entire 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 Chairman or Vice Chairman 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. ARTICLE II THE SERIES 2015 BONDS SECTION Amounts and Terms of Series 2015 Bonds; Issue of Series 2015 Bonds. No Series 2015 Bonds may be issued under this Second Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture. (a) The total principal amount of Series 2015 Bonds that may be issued under this Second Supplemental Indenture is expressly limited to $14,435, The Series 2015 Bonds shall be numbered consecutively from R-1 and upwards. (b) Any and all Series 2015 Bonds shall be issued substantially in the form attached hereto as Exhibit A with such appropriate variations, omissions and insertions as are permitted or required by the 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 2015 Bonds upon execution of this Second Supplemental 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 2015 Bonds and deliver them as specified in the request. SECTION Execution. The Series 2015 Bonds shall be executed by the Issuer as set forth in the Master Indenture. SECTION Authentication. The Series 2015 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2015 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture. 6 7 SECTION Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2015 Bonds. (a) The Series 2015 Bonds are being issued hereunder in order to provide funds, together with Prior Indenture Funds, to: (i) currently refund and redeem the Refunded Bonds; (ii) pay certain costs associated with the issuance of the Series 2015 Bonds; (iii) pay interest coming due on the Series 2015 Bonds on May 1, 2015, and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015, and (iv) make a deposit into the Series 2015 Debt Service Reserve Account. The Series 2015 Bonds shall be designated "Heritage Landing Community Development District (St. Johns County, Florida) Special Assessment Refunding Bonds, Series 2015," and shall be issued as fully registered bonds without coupons in Authorized Denominations. (b) The Series 2015 Bonds shall be dated as of the date of their delivery. Interest on the Series 2015 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2015 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, 2015, in which case from the date of their 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. (c) Except as otherwise provided in Section 2.07 of this Second Supplemental Indenture in connection with a book entry only system of registration of the Series 2015 Bonds, the principal or Redemption Price of the Series 2015 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 2015 Bonds. Except as otherwise provided in Section 2.07 of this Second Supplemental Indenture in connection with a book entry only system of registration of the Series 2015 Bonds, the payment of interest on the Series 2015 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2015 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 2015 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 2015 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 2015 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 Interest Payment 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 Interest Payment Date. SECTION Debt Service on the Series 2015 Bonds. (a) The Series 2015 Bonds will mature on May 1 in the years, in the amounts and bear interest at the rates per annum, subject to the right of prior redemption in accordance with their terms, as follows: Serial Bonds Maturity (May 1) Principal Amount Annual Interest Rate 2016 $490, % , , , , , , , , , , Term Bonds Maturity (May 1) Principal Amount Annual Interest Rate 2031 $3,705, % ,580, (b) Interest on the Series 2015 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. SECTION Disposition of Series 2015 Bond Proceeds. $14,131, in proceeds of the Series 2015 Bonds (representing $14,435, of par, less $207, underwriter's discount and les net original issue discount of $96,168.45), together with $1,632, of Prior Indenture Funds, shall be applied by the Trustee as follows: (i) $13,481, of Series 2015 Bond proceeds, and $1,368, of Prior Indenture Funds (consisting of the $322, on deposit in the Series 2005 Debt Service Reserve Account, $1,020, on deposit in the Series 2005 Revenue Account, and $25, on deposit in the Series 2005 Prepayment Account), shall be deposited in 8 B-19 9

82 the Escrow Deposit Fund held by the Escrow Agent and applied in accordance the provisions of the Escrow Deposit Agreement to redeem the Refunded Bonds on the Redemption Date indicated therein; (ii) $263, of Prior Indenture Funds (consisting solely of $263, from the Series 2005 Revenue Account), shall be deposited in the Series 2015 Interest Account of the Debt Service Fund, and applied to pay interest coming due on the Series 2015 Bonds on May 1, 2015, and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015; (iii) $510, of Series 2015 Bond proceeds (which is an amount equal to the Debt Service Reserve Requirement in respect of the Series 2015 Bonds) shall be deposited in the Series 2015 Debt Service Reserve Account of the Debt Service Reserve Fund, and (iv) $139,380.60, constituting all remaining proceeds of the Series 2015 Bonds, shall be deposited in the Series 2015 Costs of Issuance Subaccount within the Series 2015 Acquisition and Construction Account of the Acquisition and Construction Fund to be applied to costs of issuance. SECTION Book-Entry Form of Series 2015 Bonds. The Series 2015 Bonds shall be issued as one fully registered bond per maturity of each series and deposited with The Depository Trust Company, New York, New York ("DTC"), which is responsible for establishing and maintaining records of ownership for its participants. The Issuer and the Trustee shall enter into a letter of representations with DTC providing for such book-entry-only system, in accordance with the provisions of Section 2.11 of the Master Indenture. 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 Series 2015 Bonds in the form of fully registered Series 2015 Bonds in accordance with the instructions from Cede & Co. SECTION 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 2015 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 2015 Bonds. U.S. Bank National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder. ARTICLE III REDEMPTION OF SERIES 2015 BONDS SECTION Redemption Dates and Prices. The Series 2015 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 2015 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2015 Bonds are to be redeemed pursuant to an Extraordinary Mandatory Redemption, the Trustee shall select the Series 2015 Bonds or portions thereof to be redeemed by lot. Partial redemptions of Series 2015 Bonds shall be made in such a manner that the remaining Series 2015 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2015 Bond. In the event of such partial redemption, the District shall provide a revised debt service schedule reflecting such partial redemption. (a) Optional Redemption. The Series 2015 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, 2025 (less than all Series 2015 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2015 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date. (b) Extraordinary Mandatory Redemption in Whole or in Part. The Series 2015 Bonds are subject to Extraordinary Mandatory Redemption prior to maturity, in whole on any date or in part on any Interest Payment Date, in the manner determined by the Bond Registrar at the redemption price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred: (i) from Prepayments of Series 2015 Special Assessments deposited into the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund; or (ii) on the date on which the amount on deposit in the Series 2015 Debt Service Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2015 Bonds then Outstanding, including accrued interest thereon; or (iii) from Foreclosure Proceeds and any other amount deposited by the Issuer into the Series 2015 General Account; or (iv) from funds in excess of the Debt Service Reserve Requirement transferred from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund as provided. If less than all of the Series 2015 Bonds shall be called for redemption, the particular Series 2015 Bonds to be redeemed shall be selected by lot by the Registrar. [End of Article II] (c) Mandatory Sinking Fund Redemption. The Series 2015 Bonds maturing on May 1, 2031 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2015 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 2027 $680, , , , * 805,000 * Maturity. The Series 2015 Bonds maturing on May 1, 2036 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2015 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 2032 $840, , , , * 995,000 * Maturity. SECTION Notice of Redemption. When required to redeem Series 2015 Bonds under any provision of this Second Supplemental Indenture or directed to redeem Series 2015 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2015 Bonds to be redeemed notice of the redemption, as set forth in Section 8.02 of the Master Indenture. Notwithstanding the foregoing, any notice of redemption given with respect to the Series 2015 Bonds may also state any conditions that must be satisfied for such Series 2015 Bonds to be redeemed on the date of redemption and that such notice shall be of no effect unless such conditions noted therein are met. [End of Article III] ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL ASSESSMENT LIENS SECTION Establishment of Certain Funds and Accounts. (a) The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2015 Acquisition and Construction Account" and within such Series 2015 Acquisition and Construction Account, a "Series 2015 Costs of Issuance Subaccount." A portion of the proceeds of the Series 2015 Bonds shall be deposited into the Series 2015 Acquisition and Construction Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture, together with any excess moneys transferred to the Series 2015 Acquisition and Construction Account from Prior Indenture Funds, and such moneys in the Series 2015 Acquisition and Construction Account shall be applied as set forth in Section 5.01 of the Master Indenture and Section 2.06 of this Second Supplemental Indenture. (b) Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate account within the Revenue Fund designated as the "Series 2015 Revenue Account." Series 2015 Special Assessments (except for Prepayments of Series 2015 Special Assessments which shall be deposited in the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund) shall be deposited by the Trustee into the Series 2015 Revenue Account which shall be applied as set forth in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture. (c) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the "Series 2015 Principal Account." Moneys shall be deposited into the Series 2015 Principal Account as provided in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture, and applied for the purposes provided therein. (d) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the "Series 2015 Interest Account." Moneys deposited into the Series 2015 Interest Account shall be applied for the purposes and as provided in Article VI of the Master Indenture and Section 4.02 of this Second Supplemental Indenture. (e) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the "Series 2015 Sinking Fund Account." Moneys shall be deposited into the Series 2015 Sinking Fund Account as provided in Article VI of the Master Indenture and applied for the purposes provided therein and in Section 3.01(c) of this Second Supplemental Indenture. (f) Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish an account within the Debt Service Reserve Fund designated as the "Series 2015 Debt Service Reserve Account." 12 B-20 13

83 (i) Proceeds of the Series 2015 Bonds shall be deposited into the Series 2015 Debt Service Reserve Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2015 Debt Service Reserve Account pursuant to the Indenture, shall be applied for the purposes provided therein and in this Section 4.01(f). 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 2015 Debt Service Reserve Account and transfer any excess therein (except for investment earnings) above the Debt Service Reserve Requirement for the Series 2015 Bonds to be deposited to the Series 2015 Bond Redemption Fund to be used for the Extraordinary Mandatory Redemption of Series 2015 Bonds in accordance with Section 3.01(b)(iv). (ii) Notwithstanding the foregoing paragraph, in the event that the amount of proceeds of the Series 2015 Bonds on deposit in the Series 2015 Debt Service Reserve Account exceeds the Debt Service Reserve Requirement with respect to the Series 2015 Bonds due to a decrease in the amount of Series 2015 Bonds that will be outstanding as a result of an optional prepayment by the owner of a lot or parcel of land of a Series 2015 Special Assessment against such lot or parcel as provided in Section 4.05(a) of this Second Supplemental Indenture, the amount to be released shall be transferred at the written direction of the District Manager from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund, as a credit against the Series 2015 Prepayment Principal otherwise required to be made by the owner of such lot or parcel. (iii) Earnings on investments in the Series 2015 Debt Service Reserve Account shall be disposed of as follows: (A) As long as there exists no default under the Indenture and the amount in the Series 2015 Debt Service Reserve Account is not reduced below the then Debt Service Reserve Requirement, earnings on investments in the Series 2015 Debt Service Reserve Account shall be transferred to the Series 2015 Revenue Account; and (B) If as of the last date on which amounts on deposit in the Series 2015 Debt Service Reserve Account were valued by the Trustee there was a deficiency in the Series 2015 Debt Service Reserve Account, or if after such date withdrawals have been made from the Series 2015 Debt Service Reserve Account and have created such a deficiency, then earnings on investments in the Series 2015 Debt Service Reserve Account shall be retained in the Series 2015 Debt Service Reserve Account until the amount on deposit therein equals the Debt Service Reserve Requirement for the Series 2015 Bonds and thereafter shall be transferred to the Series 2015 Revenue Account. (g) Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Fund designated as the "Series 2015 Bond Redemption Fund" and within such Fund, a "Series 2015 General Account" and a "Series 2015 Prepayment Account." Except as otherwise provided in this Second Supplemental Indenture, moneys to be deposited into the Series 2015 Bond Redemption Fund as provided in Article VI of the Master Indenture shall be deposited to the credit of the Series 2015 General Account of the Series 2015 Bond Redemption Fund. (i) Moneys in the Series 2015 General Account of the Series 2015 Bond Redemption Fund (including all earnings on investments held therein) 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 Series 2015 Rebate Fund, if any, as the Issuer may direct in accordance with the Arbitrage Certificate, such moneys thereupon to be used solely for the purposes specified in the Arbitrage Certificate. Any moneys so transferred from the Series 2015 General Account of the Series 2015 Bond Redemption Fund to the Series 2015 Rebate Fund shall thereupon be free from the lien and pledge of the Indenture; SECOND, to be used to call for redemption pursuant to Section 3.01(b)(iii) hereof an amount of Series 2015 Bonds equal to the amount of money transferred to the Series 2015 General Account of the Series 2015 Bond Redemption Fund pursuant to the aforesaid clause, for the purpose of such extraordinary mandatory redemption on the dates and at the price provided therein, 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 on which Series 2015 Bonds are subject to optional redemption pursuant to Section 3.01(a) hereof such amount of Series 2015 Bonds as, with the redemption premium, may be practicable; provided, however, that not less than $5,000 principal amount of Series 2015 Bonds shall be called for redemption at one time. (ii) Moneys in the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund (including all earnings on investments therein) shall be accumulated therein to be used as follows, to the extent that the need therefor arises: To be used to call for redemption pursuant to Sections 3.01(b)(i) and 3.01(b)(iv) hereof an amount of Series 2015 Bonds equal to the amount of money transferred to the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund pursuant to the aforesaid provisions, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such provisions. SECTION Series 2015 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2015 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 preceding each first May 1, commencing with May 1, 2015, to the Series 2015 Interest Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the interest on the Series 2015 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2015 Interest Account (which shall include the Prior Indenture Funds deposited therein pursuant to Section 2.06 hereof) not previously credited; SECOND, no later than the Business Day next preceding each May 1, commencing May 1, 2016, to the Series 2015 Principal Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the principal amount of Series 2015 Bonds Outstanding maturing on such May 1, if any, less any amounts on deposit in the Series 2015 Principal Account not previously credited; THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2027, to the Series 2015 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the principal amount of Series 2015 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2015 Sinking Fund Account not previously credited; FOURTH, upon receipt but no later than the Business Day preceding the first November 1, commencing November 1, 2015, to the Series 2015 Interest Account of the Debt Service Fund, an amount from the Series 2015 Revenue Account equal to the interest on the Series 2015 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2015 Interest Account (which shall include the Prior Indenture Funds deposited therein pursuant to Section 2.06 hereof) not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2015 Bonds remain Outstanding, to the Series 2015 Debt Service Reserve Account, an amount from the Series 2015 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement for the Series 2015 Bonds; and SIXTH, subject to the following paragraph the balance of any moneys remaining after making the foregoing deposits shall remain therein. The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the written direction of the Issuer, withdraw any moneys held for the credit of the Series 2015 Revenue Account which are not otherwise required to be deposited pursuant to this Section and deposit such moneys as directed to the credit of the Series 2015 General Account as determined by the Issuer in accordance with the provisions of this Second Supplemental Indenture. Prepayments shall be deposited directly into the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund as provided in the Indenture. SECTION Power to Issue Series 2015 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2015 Bonds, to execute and deliver the Indenture and to pledge the Pledged Revenues for the benefit of the Series 2015 Bonds to the extent set forth herein. 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 Series 2015 Bonds, except as otherwise permitted under the Master Indenture. The Series 2015 Bonds and the provisions of the 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 Indenture and all the rights of the Owners of the Series 2015 Bonds under the Indenture against all claims and demands of all persons whomsoever. SECTION Prepayments; Removal of Special Assessment Liens. (a) At any time any owner of property subject to the Special Assessments may, at its option, or under certain circumstances described in the Assessment Resolutions in connection with Prepayments derived from application of the "true-up" mechanism therein, shall, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer all or a portion of the Special Assessment, which shall constitute Series 2015 Prepayment Principal, as directed by the Issuer pursuant to the provisions of Section 4.01(g)(ii) of this Second Supplemental Indenture, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within 45 calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner; however, to the extent that such payments are to be used to redeem Series 2015 Bonds in the event the amount in the Series 2015 Debt Service Reserve Account will exceed the Debt Service Reserve Requirement for the Series 2015 Bonds as a result of a Prepayment in accordance with this Section 4.05(a) and the resulting redemption in accordance with Section 3.01(b)(i) of this Second Supplemental Indenture of Series 2015 Bonds, the excess amount shall be transferred from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund, as a credit against the Series 2015 Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2015 Debt Service Reserve Account to equal or exceed the Debt Service Reserve Requirement for the Series 2015 Bonds and accompanied by cash flows which demonstrate that, after giving effect to the proposed redemption of Series 2015 Bonds, there will be sufficient Pledged Revenues to pay the principal and interest, when due, on all Series 2015 Bonds that will remain Outstanding. (b) Upon receipt of Series 2015 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 records of the County an affidavit or affidavits, as the case may be, executed by the District Manager, to the effect that the Special Assessment has been paid in whole or in part and that such Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Series 2015 Prepayment Account of the Series 2015 Bond Redemption Fund to be applied in accordance with Section 4.01(g)(ii) of this Second Supplemental Indenture, to the redemption of Series 2015 Bonds in accordance with Section 3.01(b)(i) of this Second Supplemental Indenture. [End of Article IV] 16 B-21 17

84 ARTICLE V CONCERNING THE TRUSTEE SECTION Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Second Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture. SECTION Limitation of Trustee's Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Second Supplemental Indenture by the Issuer or for the recitals contained herein, all of which are made solely by the Issuer. SECTION Trustee's Duties. Except as otherwise expressly stated in this Second Supplemental Indenture, nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof. SECTION Extraordinary Fees and Expenses of Trustee. In the event that the Trustee shall be required under the Indenture or directed by the Owners of the Series 2015 Bonds to take actions to enforce the collection of Delinquent Assessments or to take any other extraordinary actions under the Indenture, the Trustee shall be entitled to withdraw its reasonable fees and expenses, including reasonable attorney fees, from the funds and accounts securing the Series 2015 Bonds. [End of Article V] ARTICLE VI ADDITIONAL COVENANTS SECTION Limitation on Additional Bonds. Notwithstanding any provision in the Master Indenture to the contrary, the Issuer covenants and agrees not to issue additional Bonds or any other form of indebtedness secured by the Series 2015 Special Assessments; provided, however, that such covenant shall not prohibit the Issuer from (i) issuing Bonds to refund the Series 2015 Bond, or (ii) issuing additional Bonds for the purpose of renewing or replacing all or a portion of the Project, in furtherance of the Issuer's covenant in Section 9.11 of the Master Indenture to maintain the Project in good repair and in sound operating condition and to make all necessary repairs, renewals and replacements. SECTION Collection of Assessments. Pursuant to Section 9.04 of the Master Trust Indenture, Series 2015 Special Assessments levied on platted lots and pledged hereunder to secure the Series 2015 Bonds will be collected pursuant to the Uniform Method. The Issuer covenants to enter into a Property Appraiser and Tax Collector Agreement with the County in order to comply with the provisions of this section. Notwithstanding the immediately preceding paragraph or any other provision in the Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the direction of the Majority Owners of the Series 2015 Bonds, requests that the Issuer not use the Uniform Method, but instead collect and enforce Series 2015 Special Assessments pursuant 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 make every effort to collect and enforce said Series 2015 Special Assessments in the manner and pursuant to the method so requested by the Trustee. Any Series 2015 Special 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 Delinquent Special Assessments. Subject to the provisions of Article IX of the Master Indenture, if the owner of any lot or parcel of land assessed for the Series 2005 Project shall be delinquent in the payment of any Series 2015 Special Assessment, then such Delinquent Assessments 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 Assessments. 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 Series 2015 Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 of the Master Indenture, including, without limitation, declaring the entire unpaid balance of such Series 2015 Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section , Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate and Sections and , Florida Statutes, or otherwise as provided by law. The Issuer covenants not to use the provisions of Chapter 173, Florida Statutes. [End of Article VI] ARTICLE VII MISCELLANEOUS PROVISIONS SECTION Interpretation of Supplemental Indenture. This Second Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2015 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Second Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the Supplemental Indenture shall be read and construed as one document. SECTION Amendments. Any amendments to this Second Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture. SECTION Counterparts. This Second Supplemental 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 Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Second Supplemental Indenture are hereby incorporated herein and made a part of this Second Supplemental Indenture for all purposes. SECTION Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2015 Bonds or the date fixed for the redemption of any Series 2015 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 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 Series 2015 Bonds. SECTION Brokerage Confirmations. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 20 B-22 21

85 IN WITNESS WHEREOF, Heritage Landing Community Development District has caused this Second Supplemental Trust Indenture to be executed by the Chairman of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this Second Supplemental Trust Indenture to be executed by one of its Vice Presidents, all as of the day and year first above written. [SEAL] Attest: Assistant Secretary, Board of Supervisors HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT By: Chairman, Board of Supervisors U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar By: Cristina Fleitas Vice President EXHIBIT A FORM OF SERIES 2015 BOND R-1 $ UNITED STATES OF AMERICA STATE OF FLORIDA HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT (ST. JOHNS COUNTY, FLORIDA) SPECIAL ASSESSMENT REFUNDING BOND, SERIES 2015 Interest Rate Maturity Date REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: Date of Delivery March 26, 2015 CUSIP 42725Y KNOW ALL PERSONS BY THESE PRESENTS that Heritage Landing Community Development 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, at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, as paying agent (said bank 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 rate per annum set forth above, payable on the first day of May and November of each year, commencing May 1, Principal of this Bond is payable at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, in lawful money of the United States of America. Except when registration of this Bond is being maintained pursuant to a book-entry-only system, interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed 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 Registrar 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 this 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 such date of authentication, or unless the date hereof is prior to May 1, 2015, in which case from its date of 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 S-1 A-1 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 foregoing notwithstanding, any Owner of 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 Interest Payment Date, which writing shall specify the bank, which shall be a bank within the 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 Interest Payment Date. 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, ST. JOHNS COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY 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, SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, ST. JOHNS COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. IN WITNESS WHEREOF, Heritage Landing Community Development District has caused this Bond to be signed by the manual signature of the Chairman of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the manual signature of the Assistant Secretary of its Board of Supervisors, all as of the date hereof. (SEAL) Attest: By: Assistant Secretary Board of Supervisors HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT By: Chairman, Board of Supervisors 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, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon. [Remainder of Page Intentionally Left Blank] A-2 B-23 A-3

86 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture. Date of Authentication: March, U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President [Back of Series 2015 Bond] This Bond is one of an authorized series of Bonds of Heritage Landing Community Development District (the "District"), a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the "Act") designated as "Heritage Landing Community Development District (St. Johns County, Florida) Special Assessment Refunding Bonds, Series 2015 (the "Series 2015 Bonds"), in the aggregate principal amount of $14,435,000 of like date, tenor and effect, except as to number. The Series 2015 Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act. The District will apply the proceeds of the Series 2015 Bonds, together with Prior Indenture Funds, to: (i) currently refund and redeem the Refunded Bonds; (ii) pay certain costs associated with the issuance of the Series 2015 Bonds; (iii) pay interest coming due on the Series 2015 Bonds on May 1, 2015, and a portion of the interest coming due on the Series 2015 Bonds on November 1, 2015, and (iv) make a deposit into the Series 2015 Debt Service Reserve Account. The Series 2015 Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Series 2015 Bonds are issued under, and are secured and governed by, a Master Trust Indenture dated as of May 1, 2005 (the "Master Indenture"), by and between the Issuer and the Trustee and a Second Supplemental Trust Indenture dated as of March 1, 2015 (the "Second Supplemental Indenture"), by and between the Issuer and the Trustee (the Master Indenture and the Second Supplemental Indenture together are referred to herein as the "Indenture"), 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 Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2015 Bonds issued under the Indenture, the operation and application of the Series 2015 Debt Service Reserve Account and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and interest on the Series 2015 Bonds, the levy, and the evidencing and certifying for collection, of Special Assessments, the nature and extent of the security for the Series 2015 Bonds, the terms and conditions on which the Series 2015 Bonds are issued and on which Additional Bonds and Refunding Bonds (all as defined in the Indenture) may be issued on a parity herewith, 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 registered owners of a majority in aggregate principal amount of the Series 2015 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2015 Bonds. The registered 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 registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, St. Johns County, Florida, the State of Florida or any political subdivision thereof, or A-4 A-5 taxation in any form of any real or personal property of the Issuer, St. Johns County, Florida, the State of Florida or any 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 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture. By the acceptance of this Bond, the registered 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 Special Assessments to secure and pay the Series 2015 Bonds. The Series 2015 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 2015 Bonds shall be made on the dates specified below. Except as otherwise provided in the Indenture, if less than all the Series 2015 Bonds are to be redeemed, the Trustee shall select the Series 2015 Bonds or portions of the Series 2015 Bonds to be redeemed by lot. Partial redemption of Series 2015 Bonds shall be made in such a manner that the remaining Series 2015 Bonds held by each Bondholder shall be in Authorized Denominations. Optional Redemption The Series 2015 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, 2025 (less than all Series 2015 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2015 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date. Extraordinary Mandatory Redemption The Series 2015 Bonds are subject to Extraordinary Mandatory Redemption prior to maturity, in whole on any date or in part on any Interest Payment Date, in the manner determined by the Bond Registrar at the redemption price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred: i. from Prepayments of Series 2015 Special Assessments deposited into the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund; or ii. on the date on which the amount on deposit in the Series 2015 Debt Service Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2015 Bonds then Outstanding, including accrued interest thereon; or iii. iv. from Foreclosure Proceeds and any other amount deposited by the Issuer into the Series 2015 General Account; or from funds in excess of the Debt Service Reserve Requirement transferred from the Series 2015 Debt Service Reserve Account to the Series 2015 Prepayment Account within the Series 2015 Bond Redemption Fund as provided. If less than all of the Series 2015 Bonds shall be called for redemption, the particular Series 2015 Bonds to be redeemed shall be selected by lot by the Registrar. Mandatory Sinking Fund Redemption. The Series 2015 Bonds maturing on May 1, 2031 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2015 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 2027 $680, , , , * 805,000 * Maturity. The Series 2015 Bonds maturing on May 1, 2036 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2015 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 2032 $840, , , , * 995,000 * Maturity. A-6 B-24 A-7

87 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 or purchase to all registered owners of Bonds to be redeemed or purchased (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 designated 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. 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"). duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture 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. There shall be no charge for any such exchange or transfer of Bonds, but the Issuer may require payment of a sum sufficient to pay any tax, fee or other governmental charge imposed. Neither the Issuer nor the Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bond called for redemption in whole or in part. The Issuer, the Trustee, the Paying Agent and the Registrar may 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 of Florida 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 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 designated corporate trust office of the Registrar in Orlando, Florida. Except when registration of the Bonds is being maintained pursuant to a book-entry-only system, 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 A-8 A-9 STATEMENT OF VALIDATION This Bond is one of a series of Bonds issued for the purpose of refunding Bonds issued pursuant to the Master Indenture, which were validated by final judgment of the Circuit Court of the Seventh Judicial Circuit of Florida, in and for Flagler, Putnam, St. Johns, and Volusia Counties, Florida, rendered on the 15 th day of October, HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT By: Chairman, Board of Supervisors 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 TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. **************************** ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney to transfer the said Bond on the books of the Issuer, with full power of substitution in the premises. Dated: Social Security Number or Employer Identification Number of Transferee: Signature guaranteed: NOTICE: The assignor s signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever. A-10 B-25 A-11

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89 APPENDIX C Form of Opinion of Bond Counsel

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91 Upon delivery of the Series 2015 Bonds in definitive form, Bond Counsel, proposes to issue its final approving opinion in substantially the following form. March 26, 2015 Board of Supervisors of Heritage Landing Community Development District St. Johns County, Florida Ladies and Gentlemen: $14,435,000 Heritage Landing Community Development District (St. Johns County, Florida) Special Assessment Refunding Bonds, Series 2015 We have acted as bond counsel in connection with the issuance by the Heritage Landing Community Development District (the "District") of its $14,435,000 original principal amount of Special Assessment Refunding Bonds, Series 2015 (the "Series 2015 Bonds"), issued and delivered on this date pursuant to the constitution and laws of the State of Florida, particularly, the Uniform Community Development District Act of 1980, Chapter 90, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act") and by Ordinance No duly enacted by the Board of County Commissioners of St. Johns County, Florida (the "County"). The Series 2015 Bonds are being issued pursuant to the Act, Resolution No adopted by the Board of Supervisors (the "Board") of the District on February 25, 2015 (the "Resolution"). The Series 2015 Bonds are being issued and secured under that certain Master Trust Indenture, dated as of May 1, 2005 (the "Master Indenture"), as supplemented by that certain Second Supplemental Trust Indenture, dated as of March 1, 2015 (the "Second Supplement" and, together with the Master Indenture, the "Series 2015 Indenture"), each by and between the District and U.S. Bank National Association, as successor trustee (the "Trustee"). Capitalized terms used herein without definitions have the meanings ascribed thereto in the Series 2015 Indenture. The Series 2015 Bonds are being issued for the primary purpose of refunding the Refunded Bonds. In order to secure the payment of the Series 2015 Bonds, and subject to the terms of the Series 2015 Indenture, the District has pledged to the holders of the Series 2015 Bonds, and granted a lien to the holders of the Series 2015 Bonds on, the Pledged Revenues. In connection with this opinion, we have examined the Act, certified copies of the Resolution, the Series 2015 Indenture, the Arbitrage Certificate, a transcript of the proceedings C-1

92 Board of Supervisors of Heritage Landing Community Development District St. Johns County, Florida March 26, 2015 Page 2 of 3 related to the issuance of the Series 2015 Bonds and such other documents and opinions as we have deemed necessary to render this opinion, and are relying on certain findings, covenants and agreements of the District set forth therein and such certified copies of the proceedings of the District and such other documents and opinions as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the District furnished to us, without undertaking to verify such representations by independent investigation. Based on the foregoing, we are of the opinion that: 1. The District has the power to authorize, execute and deliver the Series 2015 Indenture, to perform its obligations thereunder and to issue the Series 2015 Bonds. 2. The Series 2015 Indenture has been duly authorized, executed and delivered by the District. The Series 2015 Indenture creates a valid pledge of the Pledged Revenues and constitutes a valid and binding obligation of the District enforceable against the District in accordance with its terms. 3. The issuance and sale of the Series 2015 Bonds have been duly authorized by the District and, assuming the due authentication thereof, the Series 2015 Bonds constitute valid and binding limited obligations of the District, payable in accordance with, and as limited by, the terms of the Series 2015 Indenture. 4. The Internal Revenue Code of 1986, as amended (herein, the "Code") includes requirements which the District must continue to meet after the issuance of the Series 2015 Bonds in order that interest on the Series 2015 Bonds not be included in gross income for federal income tax purposes. The failure of the District to meet these requirements may cause interest on the Series 2015 Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The District has covenanted in the Series 2015 Indenture 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 2015 Bonds. Under existing statutes, regulations, rulings and court decisions, subject to the assumption stated in the following paragraph, interest on the Series 2015 Bonds is excludable from the gross income of the owners thereof for federal income tax purposes. Furthermore, interest on the Series 2015 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2015 Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. C-2

93 Board of Supervisors of Heritage Landing Community Development District St. Johns County, Florida March 26, 2015 Page 3 of 3 In rendering the opinion expressed above, we have assumed continuing compliance with the tax covenants referred to above that must be met after the issuance of the Series 2015 Bonds in order that interest on the Series 2015 Bonds not be included in gross income for federal income tax purposes. 5. The Series 2015 Bonds and interest thereon are not subject to taxation under the laws of the State of Florida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in Chapter 220. We express no opinion regarding other federal or any state tax consequences resulting from the ownership, receipt or accrual of interest on, or disposition of the Series 2015 Bonds. In rendering the foregoing opinions we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings. The opinions set forth herein are subject to state and federal laws relating to bankruptcy, insolvency, reorganization, moratorium and similar laws, and to equitable principles, affecting the enforcement of creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. We wish to call to your attention that the Series 2015 Bonds are limited obligations of the District payable solely from the Pledged Revenues and neither the full faith and credit nor the taxing power of the District, St. Johns County, Florida, the State of Florida or any other political subdivision thereof is pledged as security for the payment of the Series 2015 Bonds. The Series 2015 Bonds do not constitute an indebtedness of the District within the meaning of any constitutional or statutory provision or limitation. Respectfully submitted, C-3

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95 APPENDIX D Form of Continuing Disclosure Certificate

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97 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Heritage Landing Community Development District (the "Issuer") in connection with the issuance of its $14,435,000 Heritage Landing Community Development District Special Assessments Refunding Bonds, Series 2015 (the "Bonds"). The Bonds are being issued pursuant to the Master Trust Indenture dated as of May 1, 2005 (the "Master Indenture"), between the Issuer and U.S. Bank National Association, as successor in trust to SunTrust Bank, as trustee (the "Trustee"), as amended and supplemented from time to time, and as particularly supplemented by the Second Supplemental Trust Indenture, dated as of March 1, 2015 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Owners of the Bonds. This Disclosure Certificate is being entered into to assist the Participating Underwriter (herein defined) of the Bonds in complying with the applicable provisions of Section 15c2-12(b)(5) of the Rule under the United States Securities Act of 1933, as amended (the "Securities Act"). The Issuer has no reason to believe that this Disclosure Certificate does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Certificate, as it relates to the obligations of the Issuer hereunder, 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 Certificate 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. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Indenture which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture. "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. D-1

98 "Business Day" means any day other than a Saturday, Sunday or a day on which the Issuer is required, or authorized or not prohibited by law (including executive orders), to close and is closed. "Disclosure Representative" shall mean the person or entity serving as District Manager (within the meaning of Chapter 190, Florida Statutes) from time to time or each other officer or employee of the Issuer as the Issuer shall designate in writing to the Trustee and the Dissemination Agent from time to time. "Dissemination Agent" shall mean, initially, Prager & Co., LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "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 Certificate. "MSRB" means the Municipal Securities Rulemaking Board. "National Repository" shall mean the MSRB, through its Electronic Municipal Market Access ("EMMA") system described in Securities and Exchange Commission Release No "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). "Limited Official Statement" shall mean the final offering document relating to the Bonds. "Owners" shall have the meaning ascribed thereto in the Indenture with respect to the Bonds and shall include Beneficial Owners of the Bonds, including those that have 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 are treated as the owner of any Bonds for federal income tax purposes. "Participating Underwriter" shall mean the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean the National Repository and each State Repository, if any. "State Repository" shall mean the state information repository, if any, designated by the State and with which filings are required to be made by the Issuer in accordance with the Rule. D-2

99 "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, within 180 days of the end of the Issuer's Fiscal Year, beginning with the fiscal year ending September 30, 2015 (the "Annual Filing Date") provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. 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 Certificate; provided that the audited financial statements [should this be for fiscal year ending ]of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date but in no event later than 270 days after the end of the Issuer's Fiscal Year. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(a). (b) If on the fifteenth (15 th ) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e- mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to this Section 3. Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 3 (a) above, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Certificate, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 5(a)(16) has occurred and to immediately send a notice to the National Repository and the State Repository (if any) in substantially the form attached as Exhibit A. (c) If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first Business Day following the Annual Filing Date for the Annual Report, a Listed Event described in Section 5(a)(16) shall have occurred and the Issuer hereby directs the Dissemination Agent to immediately send a notice to the National Repository and the State Repository (if any) in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of the National Repository and each State Repository, if any; and (ii) promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report has been provided pursuant to this Disclosure Certificate and stating the date(s) it was provided. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: D-3

100 (a) The Issuer's Annual Report shall contain or incorporate by reference the following, which includes an update of all the financial and operating data of the Issuer to the extent presented in the Limited Official Statement. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year: (i) (ii) most recent tax year. The amount of Assessments levied for the most recent tax year. The amount of Assessments collected from property owners for the (iii) If available, the amount of delinquencies greater than 150 days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of Assessments due in any year, a list of delinquent property owners. (iv) remaining for sale. The amount of tax certificates sold, if any, and the balance, if any, (v) All fund balances in all Funds and Accounts for the Bonds. The Issuer shall provide any Owners and the Dissemination Agent with this information more frequently than annually within thirty (30) days of the written request of the Owners. (vi) The total amount of Bonds Outstanding. (vii) The amount of principal and interest due on the Bonds for the current year and all subsequent years to maturity. (viii) The most recent audited financial statements of the Issuer, which shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board. (b) To the extent any of the items set forth in subsections (i) through (vii) above are included in the audited financial statements referred to in subsection (viii) above, they do not have to be separately set forth. The information provided under this Section 4 may be included by specific reference to documents, including offering documents of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet website or filed with the Securities and Exchange Commission. If the document incorporated by reference is a final offering document it must be available from the MSRB or EMMA. The Issuer shall clearly identify each such other document so incorporated by reference. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. D-4

101 SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds 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 the occurrence of the event, with the exception of the event described in number 16 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. 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; 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. 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, 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); D-5

102 13. to the extent the Issuer has actual knowledge and without imposing an obligation on the Issuer to investigate the same, the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, 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; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. occurrence of any Event of Default under the Indenture (other than as described in clause (1) above), if material; and 16. failure to provide the Annual Report as required under this Disclosure Certificate that contains, in all material respects, the information required under Section 3 of this Disclosure Certificate, which failure shall, in all cases, be deemed material. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) (e) (f) the name of any Obligated Person other than the Issuer; the name and date of the document being submitted; and contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. D-6

103 SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and 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 of 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, 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. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or D-7

104 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 Certificate. 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 Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture. SECTION 12. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 13. DUTIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in the applicable written dissemination agent agreement between the Issuer and such Dissemination Agent and in this Disclosure Certificate. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The Issuer and the Disclosure Representative represent and warrant 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 Certificate. The Issuer and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer, 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 Issuer or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. SECTION 14. COUNTERPARTS. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 15. ISSUER, DISCLOSURE REPRESENTATIVE AND TRUSTEE COOPERATION. The Issuer and the Disclosure Representative agree that the Dissemination Agent, in such capacity hereunder, may receive, upon request, from the Issuer, the Disclosure Representative and the Trustee, on a timely basis, any information or reports within their respective control the Dissemination Agent requests in furtherance of the Dissemination Agent's duties hereunder, including balances in the Funds and Accounts established under the Indenture D-8

105 and such other information as it deems necessary to review compliance by the other parties hereto with their respective obligations hereunder, and the District directs the Trustee, at the expense of the District, to provide such. SECTION 16. GOVERNING LAW. This Disclosure Certificate shall be governed by the laws of the State of Florida and Federal law and venue shall be in any state or federal court having jurisdiction in Polk County, Florida. SECTION 17. BINDING EFFECT. This Disclosure Certificate shall be binding upon each party and upon each successor and assignee of each party and shall inure to the benefit of, and be enforceable by, each party and each successor and assignee of each party. Dated this 26 th day of March, HERITAGE LANDING COMMUNITY DEVELOPMENT DISTRICT [SEAL] By: Chair/Vice Chair, Board of Supervisors ATTEST: Secretary/Assistant Secretary, Board of Supervisors D-9

106 SIGNATURE PAGE FOR CONTINUING DISCLOSURE CERTIFICATE (Heritage Landing Community Development District) Joined by Rizzetta & Company, Incorporated., as Disclosure Representative for purposes of Sections 3, 5, 10, 13 and 15 only. DISCLOSURE REPRESENTATIVE By: Title: District Manager D-10

107 SIGNATURE PAGE FOR CONTINUING DISCLOSURE CERTIFICATE (Heritage Landing Community Development District) Joined by U.S. Bank National Association, as Trustee for purposes of Section 15 only. TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By: Title: Vice President D-11

108 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Heritage Landing Community Development District Name of Bond Issue: Special Assessment Refunding Bonds, Series 2015 Date of Issuance: March 26, 2015 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate dated as of March 26, The Issuer anticipates that the Annual Report will be filed by. Dated: [DISSEMINATION AGENT] By: Name: Title: D-12

109 APPENDIX E Audited Financial Statements of the District for Fiscal Year Ended September 30, 2013

110 [THIS PAGE INTENTIONALLY LEFT BLANK]

111 Heritage Landing Community Development District Financial Statements September 30, 2013

112 Heritage Landing Community Development District Table of Contents September 30,2013 PAGE INDEPENDENT AUDITOR'S REPORT MANAGEMENT'S DISCUSSION AND ANALYSIS (required supplemental information) BASIC FINANCIAL STATEMENTS Government-Wide Financial Statements Statement of Net Position Statement of Activities 8 9 Fund Financial Statements Governmental Fund Financial Statements: Balance Sheet Reconciliation of the Balance Sheet to the Statement of Net Position Statement of Revenues, Expenditures and Changes in Fund Balances Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements REQUIRED SUPPLEMENTAL INFORMATION (other than MD&A) Budget to Actual Comparison Schedule - General Fund Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Management Letter

113 lea R R RIGGS & INGRAM CPAs and Advisors INDEPENDENT AUDITOR'S REPORT Carr, Riggs & Ingram, LLC Certified Public Accountants 500 Grand Boulevard Suite 210 Miramar Beach, Florida (850) (850) (fax) CRlcpa.colll To the Board of Supervisors Heritage Landing Community Development District St. Johns County, Florida Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and each major fund of Heritage Landing Community Development District (hereinafter referred to as "District"), as of and for the year ended September 30,2013, and the related notes to the financial statements, which collectively comprise the District's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

114 Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Heritage Landing Community Development District as of September 30,2013, and the respective changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and budgetary comparison information, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued a report dated March 28, 2014, on our consideration of the District's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the District's internal control over financial reporting and compliance Miramar Beach, Florida March 28,

115 Management's Discussion and Analysis

116 MANAGEMENT'S DISCUSSION AND ANALYSIS Our discussion and analysis of the Heritage Landing Community Development District's financial performance provides an overview of the District's financial activities for the fiscal year ended September 30, Please read it in conjunction with the District's financial statements, which begin on page 8. FINANCIAL HIGHLIGHTS At September 30, 2013, the liabilities of the District exceeded its assets by approximately $5.1 million (deficit). During the year ended September 30,2013, the District incurred approximately $845,000 of interest expenditures and repaid principal of $305,000. USING THE ANNUAL REPORT This annual report consists of a series of financial statements. The Statement of Net Position and the Statement of Activities on pages 8-9 provide information about the activities of the District as a whole and present a longer-term view of the District's finances. Fund financial statements start on page 10. For governmental activities, these statements tell how these services were financed in the short-term as well as what remains for future spending. Fund financial statements also report the District's operations in more detail than the government-wide statements by providing information about the District's most significant funds. Reporting the District as a Whole Our analysis of the District as a whole begins on page 4. One of the most important questions asked about the District's finances is, "Is the District as a whole better off or worse off as a result of the year's activities?" The Statement of Net Position and the Statement of Activities report information about the District as a whole and about its activities in a way that helps answer this question. These statements include all assets and liabilities using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid. These two statements report the District's net position and the related changes during the year. You can think of the District's net position - the difference between assets and liabilities - as one way to measure the District's financial health, or financial position. Over time, increases or decreases in the District's net position are one indicator of whether its financial health is improving or deteriorating. You will need to consider other nonfinancial factors, however, such as changes in the District's assessment base and the condition of the District's infrastructure, to assess the overall health of the District. Reporting the District's Most Significant Funds Our analysis of the District's major funds begins on page 5. The fund financial statements begin on page 10 and provide detailed information about the most significant funds - not the District as a whole. Some funds are required to be established by State law and by bond covenants. All of the District's funds are governmental fund-types

117 Governmental funds - All of the District's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at yearend that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the District's general government operations and the basic services it provides. Governmental fund information helps you determine whether there are more or fewer financial resources that can be spent in the near future to finance the District's programs. We describe the relationship (or differences) between governmental activities and governmental funds in a reconciliation with the fund financial statements. THE DISTRICT AS A WHOLE The following table reflects the condensed Statement of Net Position and is compared to the prior year. September 30, Change Assets Current and other assets $ 2,409,320 $ 2,609,713 $ (200,393) Capital assets, net 8,566,581 8,975,894 (409,313) Total assets $ 10,975,901 $ 11,585,607 $ {609,706) Liabilities Current liabilities $ 709,585 $ 723,896 $ (14,311) Other liabilities 15,378,622 15,703,622 {325,000} Total liabilities 16,088,207 16,427,518 (339,311} Deferred inflows of resources Deferred revenue 11,327 11,327 Total deferred inflows of resources 11,327 11,327 Net position Net investment in capital assets 103, ,613 (555,992) Restricted for: Debt service 273, ,623 15,519 Unrestricted {5,500,3961 {5,759, ,751 Total net position (deficit} (5,123,633) (4,841,911) (281,722) Total liabilities, deferred inflows of resources, and net position $ 10,975,901 $ 11,585,607 $ (621,033} For more detailed information, see the accompanying Statement of Net Position. During the fiscal year ended September 30, 2013, total assets and liabilities decreased by approximately $610,000 and $339,000, respectively, while total deferred inflows of resources remained substantially unchanged. A portion of the decrease in assets reflects the implementation of GASB Statement No. 65, Items Previously Reported as Assets and Liabilities, at the beginning of the year ended September 30, 2013 (see Note 9). The remaining portion of the decrease is primarily related to depreciation on capital assets. The decrease in liabilities is due to principal payments on outstanding bonds

118 The following schedule compares the Statement of Activities for the current and previous fiscal years. Year ended September 30, Change Revenues: Program revenues: Charges for services $ 2,254,981 $ 2,279,742 $ (24,761) Grants and contributions 2 2 General revenues: Interest and other revenues 41,624 37,332 4,292 Prepayment revenue 12,428 12,428 Total revenues 2,309,035 2,317,074 (8,039) Expenses: General government 130, ,178 (5,777) Maintenance and operations 721, ,865 10,733 Parks and recreation 596, ,173 23,833 Interest 838, ,353 (30,150) Total expenses 2,286,208 2,287,569 (1,361) Change in net position 22,827 29,505 (6,678) Net position (deficit), beginning of year (4,841,911) (4,871,416) 29,505 Effect of adoption of GASB No. 65 (See Note 9) (304,549) (304,549) Net position (deficit), beginning of year, as restated (5,146,460) (4,871,416) (275,044) Net position {deficit~, end of ~ear $ {5, 123,633~ $ (4,841,911~ $ (281,722~ For more detailed information, see the accompanying Statement of Activities. Revenues and expenses were relatively unchanged from prior year. The overall result was a $22,827 reduction of the net deficit for fiscal year

119 THE DISTRICT'S FUNDS As the District completed the year, its governmental funds (as presented in the balance sheet on page 10) reported a combined fund balance of approximately $2.36 million, which is a slight increase from last year's balance that totaled approximately $2.24 million. Significant transactions are discussed below. During the year ended September 30,2013, the District incurred approximately $845,000 of interest expenditures and repaid principal of $305,000. The overall increase in fund balance for the year ended September 30,2013 totaled $120,023. GOVERNMENTAL FUNDS BUDGETARY HIGHLIGHTS An Operating budget was established by the governing board for the District pursuant to the requirements of the Florida Statutes. The budget to actual comparison for the General Fund, including the original budget and final adopted budget, is shown on page 23. Overall variances were favorable between the final adopted budget and actual amounts for the year ended September 30,2013. Capital Assets CAPITAL ASSET AND DEBT ADMINISTRATION At September 30,2013, the District had approximately $8.6 million invested in capital assets (net of accumulated depreciation). This amount represents a net decrease (including additions and deductions) of approximately $409,000 from the fiscal year 2012 total. A listing of capital assets by major category for the current and prior year is as follows: September 30, Change Land $ 935,000 $ 935,000 $ Capital assets being depreciated 10,384,650 10,374,037 10,613 Total, prior to depreciation 11,319,650 11,309,037 10,613 Accumulated depreciation (2,753,069) (2,333,143) (419,926) Net capital assets $ 8,566,581 $ 8,975,894 $ (409,313) More information about the District's capital assets is presented in Note 3 to the financial statements

120 Debt At September 30, 2013, the District had approximately $15.7 million of debt outstanding. This amount represents a decrease of $305,000 from the fiscal year 2012 total. A listing of debt amounts outstanding for the current and prior year is as follows: September 30, Change Series 2005 bonds Developer note payable $ 14,790,000 $ 913,622 15,095,000 $ 913,622 (305,000) $ 15,703,622 $ 16,008,622 $ (305,000) More information about the District's long-term debt is presented in Note 5 to the financial statements. FUTURE FINANCIAL FACTORS Heritage Landing Community Development District is an independent special district that operates under the provisions of Chapter 190, Florida Statutes. The District operates under an elected Board of Supervisors, which establishes policy and sets assessment rates. Assessment rates for fiscal year 2014 were established to provide for the operations of the District as well as necessary debt service requirements. CONTACTING THE DISTRICT'S FINANCIAL MANAGEMENT This financial report is designed to provide a general overview of the District's finances. If you have questions about this report or need additional financial information, contact the Heritage Landing Community Development District's finance department at 3434 Colwell Avenue, Suite 200, Tampa, Florida

121 Basic Financial Statements

122 Heritage Landing Community Development District Statement of Net Position September 30, Assets Cash and cash equivalents Investments Prepaid expenses Deposits Capital assets: Not being depreciated Depreciable, net Total assets Liabilities Accounts payable and accrued expenses Accrued interest payable Non-current liabilities: Due within one year Due in more than one year Total liabilities Deferred Inflows of Resources Deferred revenue Total deferred inflows of resources Net position I nvested in capital assets, net of related debt Restricted for: Debt service Unrestricted Total net position (deficit) 2013 Governmental Activities $ 1,167,095 1,195,473 45,067 1, ,000 7,631,581 10,975,901 39, , ,000 15,378,622 16,088,207 11,327 11, , ,142 (5,500,396) $ (5,123,633) See accompanying notes to financial statements

123 Heritage Landing Community Development District Statement of Activities Year ended September 30, 2013 Program Revenues Net (Expense) Revenue and Changes in Net Position Functions/Programs Primary government: Governmental activities: General government Maintenance and operations Parks and recreation Interest Operating Capital Charges for Grants and Grants and Governmental Expenses Services Contributions Contributions Activities $ (130,401) $ (721,598) (596,006) (838,203) 140,573 $ 550, ,533 1,146,706 - $ 2 - $ 10,172 (171,429) (178,473) 308,505 Total governmental activities $ (2,286,208) $ 2,254,981 $ 2 $ (31,225) General revenues Interest and other revenues Prepayments Change in net assets Net position (deficit) - beginning of year Effect of adoption of GASB No. 65 (Note 9) Net position (deficit) - beginning of year, as restated Net position (deficit) - end of year 41,624 12,428 22,827 (4,841,911 ) (304,549) (5,146,460) $ (5,123,633) See accompanying notes to financial statements

124 Heritage Landing Community Development District Balance Sheet - Governmental Funds September 30, Assets Cash and cash equivalents Investments Prepaid expenditures Deposits $ General 1,167,095 $ 4,480 45,067 1, Debt Service - $ 1,190,993 Total Governmental Funds 1,167,095 1,195,473 45,067 1,685 Total assets $ 1,218,327 $ 1,190,993 $ 2,409,320 Liabilities, Deferred Inflows of Resources and Fund Balances Liabilities Accounts payable and accrued expenditures $ Total liabilities 39,485 $ 39,485 - $ 39,485 39,485 Deferred Inflows of Resources Deferred revenue Total deferred inflows of resources 11,327 11,327 11,327 11,327 Fund balances Nonspendable Restricted for debt service Assigned for future maintenance costs Unassigned Total fund balances 46, , ,795 1,167,515 1,190,993 1,190,993 46,752 1,190, , ,795 2,358,508 Total liabilities, deferred inflows of resources and fund balances $ 1,218,327 $ 1,190,993 $ 2,409,320 See accompanying notes to financial statements

125 Heritage Landing Community Development District Reconciliation of the Balance Sheet to the Statement of Net Position September 30, Total fund balances, governmental funds Capital assets used in governmental activities are not financial resources and therefore are not reported in the governmental fund financial statements. Liabilities not due and payable from current resources, including accrued interest, are not reported in the governmental fund financial statements. Total net position (deficit) - governmental activities 2013 $ 2,358,508 8,566,581 (16,048,722) $ (5,123,633) See accompanying notes to financial statements

126 Heritage Landing Community Development District Statement of Revenues, Expenditures and Changes in Fund Balances- Governmental Funds Year ended September 30, 2013 General Debt Service Revenues Assessments $ 1,108,275 $ 1,146,706 Prepayments 12,428 Interest and other revenues 41,624 2 Total revenues 1,149,899 1,159,136 Expenditures Current: General government 130,401 Maintenance and operations 520,971 Parks and recreation 376,707 Debt service: Principal 305,000 Interest 845,320 Capital outlay 10,613 Total expenditures 1,038,692 1,150,320 Net change in fund balances 111,207 8,816 Fund balances, beginning of year 1,056,308 1,182,177 Fund balances, end of year $ 1,167,515 $ 1,190,993 Total Governmental Funds $ 2,254,981 12,428 41,626 2,309, , , , , ,320 10,613 2,189, ,023 2,238,485 $ 2,358,508 See accompanying notes to financial statements

127 Heritage Landing Community Development District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year ended September 30, Net change in fund balances - governmental funds Capital outlay, reported as expenditures in the governmental fund financial statements, is shown as capital assets on the Statement of Net Assets. Depreciation on capital assets is not recognized in the fund financial statements but is reported as an expense in the Statement of Activities. Governmental fund financial statements report principal payments on bonds when debt is paid, whereas these payments are eliminated in the Statement of Activities and recognized as a decrease in bonds payable in the Statement of Net Position. The change in accrued interest between the current and prior year is recorded on the Statement of Activities but not on the governmental fund financial statements. Change in net position of governmental activities 2013 $ 120,023 10,613 (419,926) 305,000 7,117 $ 22,827 See accompanying notes to financial statements

128 Heritage Landing Community Development District Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION The Heritage Landing Community Development District (the "District") was established on June 22, 2004 pursuant to the Uniform Community Development District Act of 1980, otherwise known as Chapter 190, Florida Statutes, by St. Johns County Ordinance The Act provides, among other things, the power to manage basic services for community development, power to borrow money and issue bonds, and to levy and assess non-ad valorem assessments forthe financing and delivery of capital infrastructure. The District was established for the purposes of financing and managing the acquisition, construction, maintenance, and operation of a portion of the infrastructure necessary for community development within the District. The District is governed by a Board of Supervisors ("Board"), which is comprised of five members. The Supervisors are elected by qualified electors, pursuant to Chapter 190, within the District. One of the Board of Supervisors, who is also a resident, is affiliated with the Developer, D.R. Horton, Inc. ("Developer"). The Board of Supervisors of the District exercises all powers granted to the District pursuant to Chapter 190, Florida Statutes. The Board has the final responsibility for: 1. Allocating and levying special assessments. 2. Approving budgets. 3. Exercising control over facilities and properties. 4. Controlling the use of funds generated by the District. 5. Approving the hiring and firing of key personnel. 6. Financing improvements. In evaluating how to define the government, for financial reporting purposes, management has considered all potential component units. The decision to include or exclude a potential component unit in the reporting entity was made by applying the criteria set forth by Generally Accepted Accounting Principles (GAAP) as defined by the Governmental Accounting Standards Board (GASB) in Statements Nos. 14 and 61. Based on the foregoing criteria, no potential component units were found. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the District conform to GAAP as applicable to governments in accordance with those promulgated by GASB. The following is a summary of the more significant policies: Government-wide and Fund Financial Statements The basic financial statements include both government-wide and fund financial statements. The government-wide financial statements (i.e., the Statement of Net Position and the Statement of Activities) report information on all the non-fiduciary activities of the primary government. Governmental activities, which normally are supported by assessments, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support

129 Heritage Landing Community Development District Notes to Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The business-type activities are reported separately in government-wide financial statements; however, at September 30, 2013, the District did not have any significant business-type activities. Therefore, no business-type activities are reported. Assessments and other items not properly included as program revenues (Le., charges to customers or applicants who purchase, use, or directly benefit from goods or services) are reported as general revenues. Separate financial statements are provided for governmental funds. Major individual governmental funds are reported as separate columns in the fund financial statements. Measurement Focus, Basis of Accounting and Basis of Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows. Assessments are recognized as revenues in the year for which they are levied. Grants and other similar items are to be recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the District considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. Assessments, including debt service assessments and operation and maintenance assessments, are non-ad valorem special assessments imposed on all lands located within the District and benefited by the District's activities. Operation and maintenance assessments are imposed by the District prior to the start of the fiscal year which begins October 1 st and ends on September 30 th. Operation and maintenance special assessments are imposed upon all benefited lands located in the District. Debt service special assessments were imposed at the time of bond issuance upon certain benefiting lots and lands, and the amounts due annually are as described in each assessment resolution for each series of bonds issued by the District. Assessments and interest associated with the current fiscal period are all considered to be susceptible to accrual and have been recognized as revenues of the current fiscal period. All other revenue items are considered to be measurable and available only when cash is received by the District. The District reports the following major governmental funds: General Fund - The General Fund is the primary operating fund of the District. It is used to account for all financial resources except those required to be accounted for in other funds. Debt Service Fund - The Debt Service Fund is used to account for the accumulation of resources for the annual payment of principal and interest on long-term debt for the Series 2005 Bonds

130 Heritage Landing Community Development District Notes to Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) For the year ended September 30, 2013, the District does not report any proprietary funds. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. When both restricted and unrestricted resources are available for use, it is the government's policy to use restricted resources first, then unrestricted resources as they are needed. When committed, assigned, or unassigned resources are available for use in governmental fund financial statements, it is the government's policy to use committed resources first, followed by assigned resources, and then unassigned resources as needed. Cash, Deposits and Investments The District maintains deposits with "Qualified Public Depositories" as defined in Chapter 280, Florida Statutes. All Qualified Public Depositories must place with the Treasurer of the State of Florida securities in accordance with collateral requirements determined by the State's Chief FinancialOfficer. In the event of default by a Qualified Public Depository, the State Treasurer will pay public depositors all losses. Losses in excess of insurance and collateral will be paid through assessments between all Qualified Public DepOSitories. Under this method, all the District's deposits are fully insured or collateralized at the highest level of security as defined by GASB Statement Number 40, Deposits and Investment Disclosures (An Amendment of GASB Statement Number 3). The District is authorized to invest in financial instruments as established by Section , Florida Statutes. The authorized investments include among others, direct obligations of the United States Treasury; the Local Government Surplus Funds Trust as created by Section , Florida Statutes; SEC registered money market funds with the highest credit quality rating from a nationally recognized rating agency; and interest-bearing time deposits or savings accounts in authorized financial institutions. Capital Assets Capital assets, which include primarily infrastructure assets (e.g., roads, sidewalks, water management systems, and similar items), are reported in the governmental activities column in the government-wide financial statements. Capital assets are defined by the District as assets with an initial/individual cost of more than $5,000 and an estimated useful life in excess of two years. Such assets are recorded at historical cost and estimated historical cost if purchased or constructed. Donated assets are recorded at estimated fair market value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed

131 Heritage Landing Community Development District Notes to Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property, plant and equipment of the primary government are depreciated using the straight-line method over the following estimated useful lives: Asset Infrastructure - water control Infrastructure - recreational facilities Infrastructure - entryway, landscaping Furniture & fixtures Years I n the governmental fund financial statements, amounts incurred for the acquisition of capital assets are reported as fund expenditures. Depreciation expense is not reported in the governmental fund financial statements. Long-Term Obligations In the government-wide financial statements, long-term debt and other long-term obligations are reported as liabilities in the Statement of Net Position. Bond premiums and discounts are deferred and amortized over the life of the bonds using the straight-line or effective interest method. Bonds payable are reported net of these premiums or discounts. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as current period expenses. In the fund financial statements, governmental fund types recognize bond premiums and discounts during the current period. The face amount of the debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Deferred Outflows/Inflows of Resources In addition to assets, the Statement of Net Position will sometime include a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The District does not have any of this type of item at September 30, In addition to liabilities, the Statement of Net Position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. At September 30, 2013, the District only has one item, deferred revenue, which qualifies for reporting in this category. Deferred revenue results from assessments collected in advance of the year for which they were levied or imposed

132 Heritage Landing Community Development District Notes to Financial Statements NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fund Equity Net position in the government-wide financial statements represents the difference between assets and deferred outflows of resources and liabilities and deferred inflows of resources and is categorized as net investment in capital assets, restricted or unrestricted. Net investment in capital assets represents assets related to infrastructure and property, plant and equipment, net of any related debt. Restricted net position represents the net position restricted by the District's bond covenants. Governmental fund equity is classified as fund balance. Fund balance is further classified as nonspendable, restricted, committed, assigned, or unassigned. Nonspendable fund balance cannot be spent because of its form. Restricted fund balance has limitations imposed by creditors, grantors, or contributors or by enabling legislation or constitutional provisions. Committed fund balance is a limitation imposed by the District board through approval of resolutions. Assigned fund balances is a limitation imposed by a designee of the District board. Unassigned fund balance in the General Fund is the net resources in excess of what can be properly classified in one of the above four categories. Negative unassigned fund balance in other governmental funds represents excess expenditures incurred over the amounts restricted, committed, or assigned to those purposes. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Budgets The District is required to establish a budgetary system and an approved annual budget. Annual budgets are legally adopted on a basis consistent with GAAP for the General Fund. Any revision to the budget must be approved by the District Board. The budgets are compared to actual expenditures. In instances where budget appropriations and estimated revenues have been revised during the year, budget data presented in the financial statements represent final authorization amounts. The District follows these procedures in establishing the budgetary data reflected in the financial statements: A. Each year the District Manager submits to the District Board a proposed operating budget for the fiscal year commencing the following October 1. B. A public hearing is conducted to obtain comments prior to adoption. C. Prior to October 1, the budget is legally adopted by the District Board. D. All budget changes must be approved by the District Board. E. Budgets are adopted on a basis consistent with accounting principles generally accepted in the United States of America

133 Heritage Landing Community Development District Notes to Financial Statements NOTE 3 - CAPITAL ASSETS The following is a summary of changes in the capital assets for the year ended September 30, 2013: Beginning Ending Balance Additions Disposals Balance Governmental Activities: Capital assets not being depreciated: Land $ 935,000 $ - $ - $ 935,000 Total capital assets, not being depreciated 935, ,000 Capital assets being depreciated: Infrastructure - water control 2,649,052 2,649,052 Infrastructure - recreational facilities 6,237,142 6,237,142 Infrastructure - entryway, landscaping 1,412,896 1,412,896 Furniture & fixtures 74,947 10,613 85,560 Total capital assets, being depreciated 10,374,037 10,613 10,384,650 Less accumulated depreciation for: Infrastructure - water control 707, , ,448 Infrastructure - recreational facilities 1,242, ,911 1,449,966 Infrastructure - entryway, landscaping 333,563 94, ,756 Furniture & fixtures 50,039 11,860 61,899 Total accumulated depreciation 2,333, ,926 2,753,069 Total capital assets, being depreciated, net 8,040,894 (409,313) 7,631,581 Governmental activities capital assets, net $ 8,975,894 $ (409,313) $ - $ 8,566,581 Depreciation expense totaled $419,926, of which $208,686 was allocated to parks and recreation and $211,240 was allocated to maintenance and operations on the Statement of Activities. NOTE 4 - INVESTMENTS Substantially all investments held at September 30, 2013 are reported at fair value based on quoted market prices, which approximates amortized cost. The following is a summary of the District's investments: September 30, 2013 Credit Risk State Board of Administration Florida PRIME $ 3,435 S&P AAAm State Board of Administration Fund B 1,045 nfa Short-term Money Market Funds 1,190,993 S&P AAAm ~~~~~~~~~~~~ ~~~~ Total investments $ 1,195,473 Weighted Average Maturities 44 days 4.04 years 48 days Custodial credit risk - For an investment, custodial credit risk is the risk that the District will not be able to recover the value of the investments or collateral securities that are in the possession of an outside party. The District has no formal policy for custodial risk. At September 30,2013, none of the investments listed above are exposed to custodial credit risk because their existence is not evidenced by securities that exist in physical or book entry form

134 Heritage Landing Community Development District Notes to Financial Statements NOTE 4 - INVESTMENTS (CONTINUED) Interest rate risk - The District does not have a formal policy for addressing interest rate risk; however, investments are made with discretion, to seek reasonable returns, preserve capital, and in general, avoid speculative investments. The District manages its exposure to declines in fair values from interest rate changes by reviewing the portfolio on an ongoing basis for changes in effective yield amounts. Concentration risk - The District's investment policy requires diversification, but does not specify limits on types of investments. NOTE 5 - LONG TERM LIABILITIES On May 1,2005, the District issued $17,305,000 of Special Assessment Bonds, Series 2005 with a fixed interest rate of 5.6%. The Bonds were issued to finance the acquisition and construction of certain improvements for the benefit of the District. Interest is paid semiannually on each May 1 and November 1. Principal on the Series 2005 Bonds is paid serially commencing on May 1, 2007 through May 1, Long-term liability activity for the year ended September 30, 2013, was as follows: Beginning Ending Due Within Balance Additions Reductions Balance One Year Governmental Activities Bonds Payable: Series 2005 $ 15,095,000 $ - $ 305,000 $ 14,790,000 $ 325,000 Developer note payable (see Note 8) 913, ,622 $ 16,008,622 $ - $ 305,000 $ 15,703,622 $ 325,000 At September 30,2013, the scheduled debt service requirements on long-term bonds payable were as follows: Total Debt Year Ending September 30, Principal Interest Service 2014 $ 325,000 $ 828,240 $ 1,153, , ,040 1,155, , ,720 1,155, , ,280 1,155, , ,720 1,153, ,410,000 3,375,120 5,785, ,185,000 2,618,280 5,803, ,215,000 1,618,120 5,833, ,155, ,800 3,514,800 $ 14,790,000 $ 11,919,320 $ 26,709,

135 Heritage Landing Community Development District Notes to Financial Statements NOTE 5 - LONG TERM LIABILITIES (CONTINUED) The Bond Indenture has c~rtain restrictions and requirements relating principally to the use of proceeds to pay for infrastructure improvements and the procedure to be followed by the District on assessments to property owners. The District agreed to levy special assessments in annual amounts adequate to provide payment of debt service. The District is in compliance with the requirements of the Bond Indenture. The Bond Indenture requires that the District maintain adequate funds in the reserve account to meet the debt service reserve requirement as defined in the Indenture. The requirement has been met for the fiscal year ended September 30, NOTE 6 - RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; and natural disasters. The District maintains commercial insurance coverage to mitigate the risk of loss. Coverage may not extend to all situations. Management believes such coverage is sufficient to preclude any significant uninsured losses to the District. The District filed claims totaling $37,387 under this commercial insurance coverage during the last three years. NOTE 7-MANAGEMENT COMPANY The District has contracted with a management company to perform management advisory services, which include financial and accounting advisory services. Certain employees of the management company also serve as officers (Board appointed non-voting positions) of the District. Under the agreement, the District compensates the management company for management, accounting, financial reporting, and other administrative costs. NOTE 8 - RELATED PARTY TRANSACTIONS For the year ended September 30, 2013, the District assessed the Developer $57,508 for operations and maintenance as well as $63,800 for debt service costs through the local tax collector. The District entered into a construction funding agreement with the Developer whereby the Developer advanced funds to the District for construction. Per the agreement, the advances are subject to reimbursement and are intended to be reimbursed if and when funds become available from the Series 2005 Bonds. The District did not repay the Developer for any advanced monies during the fiscal year ended September 30, At September 30, 2013, the District, subject to certain conditions, owes the Developer $913,622 (see Note 5), which is included in Non-current liabilities due in more than one year on the accompanying Statement of Net Position

136 Heritage Landing Community Development District Notes to Financial Statements NOTE 9 - CHANGE IN ACCOUNTING PRINCIPLES In June 2011, the GASB issued Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. This statement established standards for reporting deferred outflows of resources, deferred inflows of resources, and net position and creates a new format for the statement of financial position that requires deferred outflows of resources and deferred inflows of resources to be reported separately from assets and liabilities. In March 2012, the GASB issued Statement No. 65, Items Previously Reported as Assets and Liabilities. This statement improves financial reporting by clarifying the appropriate use of the financial statement elements deferred outflows of resources and deferred inflows of resources to ensure consistency in financial reporting. The District made the decision to implement these standards effective October 1, As a result of implementation, government-wide net position at the beginning of the year ended September 30, 2013 has been restated. GASBS No. 65 requires, among other things, that bond issue costs be shown as current-period outflows of resources (expenses) and not capitalized. Accordingly, prior year deferred charges have been removed from the current year financial statements. The restatement resulted in a decrease in the beginning net position of $304,549. NOTE 10 - OTHER ITEMS In September 2013, the District entered into a contract to have its pool refinished. Subsequent to year end, two subcontractors advised the District that they were not paid and threatened to record a lien against the property until they were paid. The contractor has assured the District that it will settle the dispute with no harm to the District. The District believes that there is a high likelihood of success in defending any claim made by a subcontractor

137 Required Supplemental Information (Other than MD&A)

138 Heritage Landing Community Development District Budget to Actual Comparison Schedule - General Fund Year ended September 30, 2013 Actual Amounts Original and (Budgetary Basis) Variance with Final Budget (See Note A) Final Budget Revenues Assessments $ 1,075,548 $ 1,108,275 $ 32,727 Interest and other revenues 30,200 41,624 11,424 Total revenues 1,105,748 1,149,899 44,151 Expenditures General government 126, ,401 (4,126) Maintenance and operations 555, ,971 34,179 Parks and recreation 424, ,707 12,616 Caeital outla~ 10,613 ~10,6132 Total exeenditures 1,105,748 1,073,692 32,056 Excess (deficit) of revenues over expenditures 76,207 76,207 Fund balances, beginning of year 1,091,308 1,091,308 Fund balances, end of year $ - $ 1,167,515 $ 1,167,515 Note to Budgetary Comparison Schedule Note A - Explanation of Differences between Budgetary Inflows and Outflows and GAAP Revenues and Expenditures Beginning Budgetary and Financial Statement Fund Expenditures Fund Balance Actual amounts (budgetary basis) from the budgetary $ 1,073,692 $ 1,091,308 comparison schedule Assigned for capital reserves (35,0002 (35,000) As reported on the statement of revenues, expenditures, and changes in fund balances - governmental funds $ 1,038,692 $ 1,056,

139 lea R R RIGGS & INGRAM CPAs and Advisors Carr, Riggs & Ingram, LLC Certified Public Accountants 500 Grand Boulevard Suite 210 Miramar Beach, Florida (850) (850) (fax) CRlcpa.com REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Supervisors Heritage Landing Community Development District St. Johns County, Florida We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities and each major fund of Heritage Landing Community Development District (hereinafter referred to as the "District"), as of and for the year ended September 30,2013, and the related notes to the financial statements, which collectively comprise the District's basic financial statements, and have issued our report dated March 28,2014. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the District's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the District's internal control. Accordingly, we do not express an opinion on the effectiveness of the District's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of the internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesseses may exist that have not been identified

140 Compliance and Other Matters As part of obtaining reasonable assurance about whether the District's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination offinancial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Miramar Beach, Florida March 28,

141 lea R R RIGGS & INGRAM CPAs and Advisors Carr, Riggs & Ingram, llc Certified Public Accountants 500 Grand Boulevard Suite 210 Miramar Beach, Florida MANAGEMENT LETTER (850) (850) (fax) CRlcpa.com To the Board of Supervisors Heritage Landing Community Development District St. Johns County, Florida We have audited the financial statements of the Heritage Landing Community Development District ("District") as of and for the fiscal year ended September 30, 2013, and have issued our report thereon dated March 28, We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and Chapter , Rules of the Florida Auditor General. We have issued our Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards. Disclosures in this report, which is dated March 28, 2014, should be considered in conjunction with this management letter. Additionally, our audit was conducted in accordance with Chapter , Rules of the Auditor General, which governs the conduct of local governmental entity audits performed in the State of Florida. This letter includes the following information, which is not included in the aforementioned auditor's report: Section (1 )(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. There were no recommendations made in the preceding annual audit report. Section (1 )(i)2., Rules of the Auditor General, requires our audit to include a review of the provisions of Section , Florida Statutes, regarding the investment of public funds. In connection with our audit, we determined that the District complied with Section , Florida Statutes. Section (1 )(i)3., Rules of the Auditor General, requires that we address in the management letter any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations. Section (1 )(i)4., Rules of the Auditor General, requires that we address noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which warrants the attention of those charged with governance. In connection with our audit, we did not have any such findings

142 Section (1 )(i)5., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. The information required is disclosed in the notes to the financial statements. Section (1 )(i)6.a., Rules of the Auditor General, requires a statement be included as to whether or not the local governmental entity has met one or more of the conditions described in Section (1), Florida Statutes, and identification of the specific condition(s) met. In connection with our audit, we determined that the District did not meet any of the conditions described in Section (1), Florida Statutes during the year ended September 30,2013. Section (1 )(i)6.b., Rules of the Auditor General, requires that we determine whether the annual financial report for the District for the fiscal year ended September 30, 2013, filed with the Florida Department of Financial Services pursuant to Section (1 )(a), Florida Statutes, is in agreement with the annual financial audit report for the fiscal year ended September 30, In connection with our audit, we determined that these two reports were in agreement. Pursuant to Sections (1 )(i)6.c. and (7), Rules of the Auditor General, we applied financial condition assessment procedures. It is management's responsibility to monitor the District's financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, Federal and other granting agencies, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. Miramar Beach, Florida March 28,