Fiddler’s Creek Community Development District #2 · The Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019 (the "2019 Bonds")

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.PRELIMINARY LIMITED OFFERING MEMORANDUM DATED OCTOBER 16, 2019

NEW ISSUE - BOOK-ENTRY-ONLY NOT RATEDLIMITED OFFERING

In the opinion of McGuireWoods LLP, Bond Counsel, based on existing law and subject to the conditions described in the section herein entitled "TAX MATTERS," interest on the 2019 Bonds (i) is excludable from the gross income of the owners of the 2019 Bonds for Federal income tax purposes and (ii) interest on the 2019 Bonds is not treated as a specific item of tax preference for purposes of the Federal alternative minimum tax imposed on individuals and corporations. It is also the opinion of Bond Counsel that, under existing law of the State of Florida, the 2019 Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida except as to estate taxes, if any, and taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. See the information contained herein under the caption "TAX MATTERS."

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 (Collier County, Florida)

$14,330,000*Special Assessment Revenue Refunding Bonds, Series 2019

Dated: Date of Delivery Due: As set forth herein.

The Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019 (the "2019 Bonds") are being issued by Fiddler’s Creek Community Development District #2 (the "District" or the "Issuer") in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof. The 2019 Bonds will bear interest at the fixed rates set forth in the inside cover page hereof, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on each May 1 and November 1, commencing May 1, 2020. The 2019 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the 2019 Bonds will be made in book-entry-only form and purchasers of beneficial interests in the 2019 Bonds will not receive physical bond certificates. For so long as the book-entry only system is maintained, the principal of and interest on the 2019 Bonds will be paid from the sources provided by the Indenture (as defined herein) by Wilmington Trust, National Association, as trustee (the "Trustee"), to Cede & Co., as nominee of DTC, as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of a 2019 Bond, must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such 2019 Bond. See "DESCRIPTION OF THE 2019 BONDS – Book-Entry Only System" herein.

Proceeds of the 2019 Bonds will be used for the purpose of: (i) refunding the District’s outstanding Special Assessment Revenue Bonds, Series 2003A, (ii) paying certain costs of issuance of the 2019 Bonds, and (iii) making a deposit to the 2019 Reserve Account for the benefit of the 2019 Bonds. See "ESTIMATED SOURCES AND USES" and "APPENDIX A: Copy of Master Indenture and Proposed Form of Eleventh Supplemental Indenture" hereto.

The District is a local unit of special-purpose government of the State of Florida, created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 02-61, duly enacted by the Board of County Commissioners of Collier County, Florida (the "County") on November 25, 2002 (the "Original Ordinance"). The District’s boundaries were subsequently expanded by Ordinance No. 14-26, duly enacted by the Board of County Commissioners of the County on June 30, 2014 and later contracted by Ordinance No. 19-15, duly enacted by the Board of County Commissioners of the County on June 25, 2019 and corrected by Ordinance No. 2019-32, duly enacted by the Board of County Commissioners of the County on October 8, 2019 (collectively with the Original Ordinance, the "Ordinance"). The 2019 Bonds are being issued pursuant to the Act, Resolution No. 2003-15, Resolution No. 2019-07 and Resolution No. 2019-08 adopted by the Board of Supervisors (the "Board") of the District on December 2, 2003, September 25, 2019 and September 25, 2019, respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of June 1, 2003 (the "Master Indenture"), as amended and supplemented, by an Eleventh Supplemental Trust Indenture dated as of October 1, 2019 (the "Eleventh Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each entered into by and between the District and the Trustee, as successor trustee.

The 2019 Bonds are payable from and secured solely by the 2019 Trust Estate. The 2019 Trust Estate consists of (a) the revenues derived by the District from the 2019 Special Assessments (as defined herein) (the "2019 Pledged Revenues") and (b) the 2019 Funds and Accounts (as defined herein) (the "2019 Pledged Funds"). The "2019 Special Assessments," means the non-ad valorem special assessments levied on the parcels of real property within the District securing the 2019 Bonds, in accordance with and as set forth in the Assessment Proceedings (as defined herein), as such assessments may lawfully be amended or supplemented from time to time. The "2019 Funds and Accounts," means, collectively, the 2019 Revenue Account, the 2019 Sinking Fund Account, the 2019 Interest Account, the 2019 Redemption Account, the 2019 Prepayment Subaccount, the 2019 Optional Redemption Subaccount and the 2019 Reserve Account, each as created pursuant to the Eleventh Supplemental Indenture. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS" herein.

The 2019 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption at the times, in the amounts, and at the redemption prices more fully described herein under the caption "DESCRIPTION OF THE 2019 BONDS – Redemption Provisions."

NEITHER THE 2019 BONDS, NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA (THE "STATE"). THE 2019 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 A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO HOLDER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2019 TRUST ESTATE, ALL AS PROVIDED IN THE 2019 BONDS AND IN THE INDENTURE.

The 2019 Bonds involve a degree of risk (See "BONDHOLDERS’ RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). Pursuant to Florida law, the Underwriter is limiting this offering to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for the 2019 Bonds. The 2019 Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the 2019 Bonds.

This cover page contains certain information for quick reference only. It is not a summary of the 2019 Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.

MATURITY SCHEDULE

$________ – ___% Series 2019 Term Bond due May 1, 20__, Yield _____%, Price ______ CUSIP # ___________**$________ – ___% Series 2019 Term Bond due May 1, 20__, Yield _____%, Price ______ CUSIP # ___________**$________ – ___% Series 2019 Term Bond due May 1, 20__, Yield _____%, Price ______ CUSIP # ___________**

The 2019 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter (as defined herein), subject to the receipt of the opinion of McGuireWoods LLP, Bond Counsel, as to the validity of the 2019 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida and for the District by its counsel, Woodward, Pires & Lombardo, P.A., Naples, Florida. It is expected that the 2019 Bonds will be delivered in book-entry form through the facilities of DTC on or about October 30, 2019.

FMSbonds, Inc.October __, 2019

* Preliminary, subject to change.** 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 Limited

Offering Memorandum.

FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT #2

BOARD OF SUPERVISORS

Elliot Miller, Chair Victoria DiNardo, Vice Chair

Linda Viegas, Assistant Secretary John Nuzzo, Assistant Secretary

William Klug, Assistant Secretary

DISTRICT MANAGER

Wrathell, Hunt and Associates, LLC Boca Raton, Florida

ALLOCATION CONSULTANT

AJC Associates, Inc. Naples, Florida

DISTRICT COUNSEL

Woodward, Pires & Lombardo, P.A. Naples, Florida

BOND COUNSEL

McGuireWoods, LLP

NO DEALER, BROKER, SALESPERSON 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 LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL BE NO OFFER, SOLICITATION OR SALE OF THE 2019 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.

THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE DISTRICT AND OBTAINED FROM OTHER SOURCES, WHICH ARE BELIEVED BY THE UNDERWRITER TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR IN THE STATUS OF THE DEVELOPMENT SINCE THE DATE HEREOF.

THE 2019 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR HAVE THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE 2019 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS, OR ANY OF THEIR AGENCIES, HAS PASSED UPON THE MERITS OF THE 2019 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM.

CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED OFFERING MEMORANDUM CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS "PLAN," "EXPECT," "ESTIMATE," "PROJECT," "ANTICIPATE," "BUDGET" OR OTHER SIMILAR WORDS.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH

STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.

THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES.

THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1).

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TABLE OF CONTENTS

Page INTRODUCTION ....................................................................................................................................... 1

PLAN OF REFUNDING ............................................................................................................................. 3

DESCRIPTION OF THE 2019 BONDS ..................................................................................................... 3

General Description ................................................................................................................................ 3 Redemption Provisions ........................................................................................................................... 4 Book-Entry Only System ........................................................................................................................ 7

SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS .............................................. 9

General .................................................................................................................................................... 9 Prepayment of Special Assessments ..................................................................................................... 10 Covenant Against Sale or Encumbrance ............................................................................................... 10 2019 Reserve Account .......................................................................................................................... 10 Deposit and Application of Pledged Revenues ..................................................................................... 11 Application of Prepayments .................................................................................................................. 12 Covenant to Levy the 2019 Special Assessments ................................................................................. 13 Additional Bonds .................................................................................................................................. 13 Events of Default and Remedies ........................................................................................................... 13

ENFORCEMENT OF ASSESSMENT COLLECTIONS ......................................................................... 15

General .................................................................................................................................................. 15 Alternative Uniform Tax Collection Procedure for 2019 Special Assessments ................................... 15 Foreclosure ............................................................................................................................................ 18

BONDOWNERS' RISKS .......................................................................................................................... 18

Bankruptcy and Related Risks .............................................................................................................. 19 2019 Special Assessments Are Non-Recourse ..................................................................................... 19 Other Taxes and Assessments ............................................................................................................... 19 Limited Secondary Market for 2019 Bonds .......................................................................................... 20 Inadequacy of the 2019 Reserve Account ............................................................................................. 20 Environmental Risks ............................................................................................................................. 21 Legal Delays ......................................................................................................................................... 21 IRS Examination and Audit Risk .......................................................................................................... 21 Loss of Exemption from Securities Registration .................................................................................. 23 Federal Tax Reform .............................................................................................................................. 23 State Tax Reform .................................................................................................................................. 23 Payment of 2019 Special Assessments after Bank Foreclosure ............................................................ 24

ESTIMATED SOURCES AND USES OF FUNDS ................................................................................. 25

DEBT SERVICE REQUIREMENTS ........................................................................................................ 26

THE DISTRICT ......................................................................................................................................... 27

General .................................................................................................................................................. 27 Legal Powers and Authority ................................................................................................................. 27 Governance ........................................................................................................................................... 28 The District Manager and Other Consultants ........................................................................................ 29 Outstanding Bond Debt ......................................................................................................................... 29

TABLE OF CONTENTS

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Previous and Existing Bond Defaults and Related Litigation ............................................................... 31

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS .......................... 35

THE ASSESSMENT AREA ..................................................................................................................... 35

General Overview of the Development ................................................................................................. 35 Collateral for the 2019 Bonds ............................................................................................................... 36 Debt Service Collection History ........................................................................................................... 37

TAX MATTERS ........................................................................................................................................ 38

AGREEMENT BY THE STATE .............................................................................................................. 41

LEGALITY FOR INVESTMENT ............................................................................................................. 41

SUITABILITY FOR INVESTMENT ....................................................................................................... 41

ENFORCEABILITY OF REMEDIES ...................................................................................................... 42

FINANCIAL INFORMATION ................................................................................................................. 42

LITIGATION ............................................................................................................................................. 42

NO RATING .............................................................................................................................................. 43

VERIFICATION ........................................................................................................................................ 43

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ............................................ 43

CONTINUING DISCLOSURE ................................................................................................................. 43

UNDERWRITING .................................................................................................................................... 44

CONTINGENT FEES ............................................................................................................................... 44

EXPERTS .................................................................................................................................................. 44

VALIDATION ........................................................................................................................................... 44

LEGAL MATTERS ................................................................................................................................... 44

MISCELLANEOUS .................................................................................................................................. 45

AUTHORIZATION AND APPROVAL ................................................................................................... 46

APPENDIX A COPY OF MASTER INDENTURE AND PROPOSED FORM OF ELEVENTH

SUPPLEMENTAL INDENTURE APPENDIX B PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX C 2019 ASSESSMENT ALLOCATION REPORT APPENDIX D DISTRICT'S FINANCIAL STATEMENTS APPENDIX E PROPOSED FORM OF DISCLOSURE AGREEMENT

LIMITED OFFERING MEMORANDUM

FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 (Collier County, Florida)

$14,330,000*

Special Assessment Revenue Refunding Bonds, Series 2019

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page, inside cover, and appendices hereto, is to provide certain information in connection with the issuance and sale by Fiddler's Creek Community Development District #2 (the "District" or the "Issuer") of its $14,330,000* aggregate principal amount of Special Assessment Revenue Refunding Bonds, Series 2019 (the "2019 Bonds").

PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS, ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON THE 2019 BONDS. THE 2019 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE 2019 BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE 2019 BONDS. SEE "SUITABILITY FOR INVESTMENT" AND "BONDOWNERS' RISKS" HEREIN.

The District is a local unit of special-purpose government of the State of Florida (the "State"), created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 02-61, duly enacted by the Board of County Commissioners of Collier County, Florida (the "County") on November 25, 2002 (the "Original Ordinance"). The District's boundaries were subsequently expanded by Ordinance No. 14-26, duly enacted by the Board of County Commissioners of the County on June 30, 2014 and later contracted by Ordinance No. 19-15, duly enacted by the Board of County Commissioners of the County on June 25, 2019, and corrected by Ordinance No. 2019-32, duly enacted by the Board of County Commissioners of the County on October 8, 2019 (collectively with the Original Ordinance, the "Ordinance"). The District was established for the purpose of financing the acquisition and construction of and managing the maintenance and operation of certain community development services and facilities within and without its boundaries. The Act authorizes the District to issue bonds for purposes, among others, of financing and refinancing the costs of planning, financing, acquisition, design construction, reconstruction, equipping and installation of systems, facilities and infrastructure for the District.

The District encompasses approximately 858 acres of land located entirely within the unincorporated portion of the County, near the city of Naples, Florida. For more complete information about the District, its Board of Supervisors and the District Manager, see "THE DISTRICT" herein. The District is part of the master planned community known as Fiddler's Creek (the "Development"), which comprises the District and Fiddler's Creek Community Development District 1 ("District #1"), and which is planned for a maximum of 6,000 residential units at build out, together with approximately 33 acres of

* Preliminary, subject to change.

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commercial development. See "THE ASSESSMENT AREA – General Overview of the Development" for information on the current status of the Development.

The 2019 Bonds are being issued pursuant to the Act, Resolution No. 2003-15, Resolution No. 2019-07 and Resolution No. 2019-08 adopted by the Board of Supervisors (the "Board") of the District on December 2, 2003, September 25, 2019 and September 25, 2019, respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of June 1, 2003 (the "Master Indenture"), as amended and supplemented, by an Eleventh Supplemental Trust Indenture dated as of October 1, 2019 (the "Eleventh Supplemental Indenture" and, together with the Master Indenture, the "Indenture") each entered into by and between the District and Wilmington Trust, National Association (the "Trustee"), as successor trustee. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Proceeds of the 2019 Bonds will be used for the purpose of: (i) refunding the District's outstanding Special Assessment Revenue Bonds, Series 2003A (the "Refunded Bonds"), (ii) paying certain costs of issuance of the 2019 Bonds, and (iii) making a deposit to the 2019 Reserve Account for the benefit of the 2019 Bonds. See "ESTIMATED SOURCES AND USES" and "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF ELEVENTH SUPPLEMENTAL INDENTURE" hereto.

NEITHER THE 2019 BONDS, NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA (THE "STATE"). THE 2019 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 A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO HOLDER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2019 TRUST ESTATE, ALL AS PROVIDED IN THE 2019 BONDS AND IN THE INDENTURE.

The 2019 Bonds are payable from and secured solely by the 2019 Trust Estate. The 2019 Trust Estate consists of (a) the revenues derived by the District from the 2019 Special Assessments (as defined herein) (the "2019 Pledged Revenues") and (b) the 2019 Funds and Accounts (as defined herein) (the "2019 Pledged Funds"). The "2019 Special Assessments," means the non-ad valorem special assessments levied on the parcels of real property within the District securing the 2019 Bonds, in accordance with and as set forth in the Assessment Proceedings (as defined herein), as such assessments may lawfully be amended or supplemented from time to time. The "2019 Funds and Accounts," means, collectively, the 2019 Revenue Account, the 2019 Sinking Fund Account, the 2019 Interest Account, the 2019 Redemption Account, the 2019 Prepayment Subaccount, the 2019 Optional Redemption Subaccount and the 2019 Reserve Account, each as created pursuant to the Eleventh Supplemental Indenture. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS" herein.

Set forth herein are brief descriptions of the District, the lands subject to the 2019 Special Assessments, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and the Act, and all references to the 2019 Bonds are qualified by reference to the definitive forms thereof and the information with respect

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thereto contained in the Indenture with respect to the 2019 Bonds. The full text of the forms of the Indenture appear as APPENDIX A attached hereto. The information provided under this caption "INTRODUCTION" is intended to provide a brief overview of the information provided in the other captions herein and is not intended, and should not be considered, fully representative or complete as to the subjects discussed hereunder.

PLAN OF REFUNDING

The District intends to use certain proceeds of the 2019 Bonds, together with other legally available moneys of the District, to refund and redeem the Refunded Bonds, which are outstanding as of the date hereof in the principal amount of $15,025,000, in order to achieve debt service savings for the District. A more detailed description of the use of proceeds of the 2019 Bonds is included herein under "ESTIMATED SOURCES AND USES OF FUNDS."

To defease the Refunded Bonds, the District will deposit with the Trustee a portion of the proceeds of the 2019 Bonds and other legally available moneys. These legally available moneys are comprised of the funds held in the Series 2003A Debt Service Reserve Fund, the Series 2003A Prepayment Fund, the Series 2003A Remedial Expense Fund and the Series 2003A Revenue Fund. Such 2019 Bond proceeds, along with such other legally available moneys, are expected to be sufficient to pay the principal of and interest due on the Refunded Bonds through the redemption date of November 29, 2019, along with the November 1, 2019 interest payment on the Refunded Bonds. Upon the direction to give certain notices as required under the Indenture with respect to the Refunded Bonds and the deposit of such proceeds with the Trustee, all as provided in the Indenture, in reliance on the verification report of Causey Demgen & Moore P.C. described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" in this Limited Offering Memorandum, the Refunded Bonds will no longer be Outstanding under the documents governing the issuance of the Refunded Bonds and the Owners of the Refunded Bonds shall be restricted exclusively to the funds so deposited with the Trustee for any claims of whatsoever nature with respect to the Refunded Bonds. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein. See also "THE DISTRICT – Outstanding Bond Debt" and "- Previous and Existing Bond Defaults and Related Litigation" for more information on the Refunded Bonds.

AMOUNTS HELD FOR THE REDEMPTION OF THE REFUNDED BONDS WILL NOT BE AVAILABLE TO PAY PRINCIPAL OF AND INTEREST ON THE 2019 BONDS.

DESCRIPTION OF THE 2019 BONDS

General Description

The 2019 Bonds will be dated as of their date of issuance and will bear interest at the rates per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) and, subject to the redemption provisions set forth below, will mature on the dates and in the amounts set forth on the inside cover page of this Limited Offering Memorandum. Interest on the 2019 Bonds will be payable semi-annually on each May 1 and November 1, commencing May 1, 2020, until maturity or prior redemption. Wilmington Trust, National Association is the initial Trustee, Paying Agent and Bond Registrar for the 2019 Bonds.

The 2019 Bonds will be issued in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof except as otherwise provided in the Indenture. The 2019 Bonds will initially be sold only to "accredited investors" within the meaning under Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder; however, the limitation of the initial offering to Accredited Investors does not

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denote restrictions on transfer in any secondary market for the 2019 Bonds. See "SUITABILITY FOR INVESTMENT" herein.

Upon initial issuance, the ownership of the 2019 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding 2019 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC. With respect to 2019 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any Bond Participant or to any Beneficial Holder. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the 2019 Bonds, (ii) the delivery to any Bond Participant or any other person other than a Holder, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the 2019 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than a Holder, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the 2019 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each 2019 Bond is registered in the registration books kept by the Bond Registrar as the absolute Holder of such 2019 Bond for the purpose of payment of principal, premium and interest with respect to such 2019 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2019 Bond, for the purpose of registering transfers with respect to such 2019 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2019 Bonds only to or upon the order of the respective Holder, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in the Indenture, and all such payment shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the 2019 Bonds to the extent of the sum or sums so paid. No person other than a Holder, as shown in the registration books kept by the Bond Registrar, shall receive a certificated 2019 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that any of the Outstanding 2019 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Holders of such 2019 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms and costs, such 2019 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Holder transferring or exchanging such 2019 Bonds shall designate, in accordance with the provisions hereof. See " – Book-Entry Only System" herein.

Redemption Provisions

Optional Redemption

The 2019 Bonds maturing on or after May 1, 20__ are subject to redemption at the option of the District prior to maturity, in whole or in part at any time on or after May 1, 20__ at the redemption price of 100% of the principal amount of the 2019 Bonds to be redeemed together with accrued interest to the redemption date.

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Mandatory Sinking Fund Redemption

The 2019 Bonds maturing May 1, 20__ are subject to mandatory sinking fund redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2019 Sinking Fund Account established under the Eleventh Supplemental Indenture at a redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below.

Year Principal Amount *

____________ *Maturity



____________ *Maturity


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____________ *Maturity

Upon redemption or purchase of a 2019 Bond (other than redemption in accordance with scheduled Sinking Fund Installments), the District shall cause to be recalculated and delivered to the Trustee a revised schedule of Sinking Fund Installments recalculated so that Debt Service on the 2019 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to authorized denominations of principal) over the remaining term of the 2019 Bonds. The annual principal amounts so determined are hereinafter referred to as the “Aggregate Sinking Fund Installments.” The Sinking Fund Installments as so recalculated shall not result in an increase in the principal or Aggregate Sinking Fund Installments in any one year.

Extraordinary Mandatory Redemption

The 2019 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that moneys are transferred to the 2019 Prepayment Subaccount of the 2019 Redemption Account following the receipt of 2019 Prepayments.

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

Notice of Redemption

Notice of each redemption of 2019 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Holder of 2019 Bonds to be redeemed at the address of such Registered Holder recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the redemption price being held by the Paying Agent, all as provided in the Indenture, the 2019 Bonds or such portions thereof so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such 2019 Bonds or such portions thereof on such date, interest on such 2019 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2019 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture, and the Holders thereof shall have no rights in respect of such 2019 Bonds or such portions thereof so called for redemption except to receive payments of the redemption price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

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Notice of optional redemption of the 2019 Bonds may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

Book-Entry Only System

The information in this caption concerning DTC and DTC's book-entry system has been obtained from DTC, and neither the District nor the Underwriter make any representation or warranty or take any responsibility for the accuracy or completeness of such information.

The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the 2019 Bonds. The 2019 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2019 Bond certificate will be issued for each maturity of the 2019 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of 2019 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2019 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2019 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2019 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2019 Bonds, except in the event that use of the book-entry system for the 2019 Bonds is discontinued.

To facilitate subsequent transfers, all 2019 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be

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requested by an authorized representative of DTC. The deposit of the 2019 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2019 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2019 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2019 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2019 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2019 Bond documents. For example, Beneficial Owners of 2019 Bonds may wish to ascertain that the nominee holding the 2019 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the 2019 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such 2019 Bonds to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2019 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2019 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and interest payments on the 2019 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the 2019 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2019 Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, 2019 Bond certificates will be printed and delivered to DTC.

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SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS

General

NEITHER THE 2019 BONDS, NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE 2019 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 A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO HOLDER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2019 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2019 TRUST ESTATE, ALL AS PROVIDED IN THE 2019 BONDS AND IN THE INDENTURE.

The 2019 Bonds are payable from and secured solely by the 2019 Trust Estate. The 2019 Trust Estate consists of (a) the revenues derived by the District from the 2019 Special Assessments (as defined herein) (the "2019 Pledged Revenues") and (b) the 2019 Funds and Accounts (as defined herein) (the "2019 Pledged Funds"). The "2019 Funds and Accounts," means, collectively, the 2019 Revenue Account, the 2019 Sinking Fund Account, the 2019 Interest Account, the 2019 Redemption Account, the 2019 Prepayment Subaccount, the 2019 Optional Redemption Subaccount and the 2019 Reserve Account, each as created pursuant to the Eleventh Supplemental Indenture.

The "2019 Special Assessments," means the non-ad valorem special assessments levied on the parcels of real property within the District securing the 2019 Bonds, in accordance with and as set forth in the Assessment Proceedings (as defined herein), as such assessments may lawfully be amended or supplemented from time to time.

The District shall use its good faith best efforts, as determined to be reasonable under the circumstances then present, to use the uniform method for levy, collection and enforcement for any non-ad valorem special assessments that are part of the 2019 Special Assessments pledged to secure the 2019 Bonds in accordance with the Master Indenture, unless all of the Holders of such 2019 Bonds agree otherwise. See also "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The determination, order, levy and collection of 2019 Special Assessments must be undertaken 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, the 2019 Special Assessments during any year. Such delays in the collection of, or complete inability to collect, the 2019 Special Assessments would have a material adverse effect on the ability of the District to make full or punctual payment of the principal of, premium, if any, and interest on the 2019 Bonds. See "BONDOWNERS' RISKS" herein. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein for the amounts of 2019 Special Assessments by Series and by unit type. See also APPENDIX C hereto for more information regarding the Assessment Methodology.

The District and/or other public entities may impose taxes or other special assessments on the same properties encumbered by the 2019 Special Assessments without the consent of the Owners of the

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2019 Bonds. Additionally, the District currently imposes and expects to continue to impose certain non-ad valorem special assessments called operation and maintenance assessments, which will be of equal dignity with the 2019 Special Assessments, on the same lands upon which the 2019 Special Assessments will be imposed, to fund the maintenance and operation of the District. See "BONDOWNERS’ RISKS" and the "ASSESSMENT AREA" herein for more information.

Prepayment of Special Assessments

Pursuant to the Indenture and the proceedings of the District relating to the levy and collection of the 2019 Special Assessments (collectively, the "Assessment Proceedings"), any owner of property subject to the 2019 Special Assessments may prepay the 2019 Special Assessments in whole at any time, or in part one time, by payment of an amount equal to the principal amount of such prepayment plus interest accrued at the interest rate on the 2019 Bonds to which such 2019 Special Assessments are pledged to the first interest payment date which is more than forty-five (45) days after to the date of such prepayment.

Also, pursuant to the Act, the owners of property subject to 2019 Special Assessments may pay the entire balance of the 2019 Special Assessments remaining due, without interest, within thirty (30) days after the Series Project (as defined in the Master Indenture) refinanced by the 2019 Bonds have been completed and the Board has adopted a resolution accepting such Series Project pursuant to Section 170.09, Florida Statutes. As a condition to closing on the 2019 Bonds, the District will adopt such a resolution at its October 23, 2019 Board meeting, thereby starting this thirty (30) day period. Although the District intends to allocate approximately $50,000 from available funds to account for the possibility of such prepayments during this thirty (30) day period, if any, there can be no assurances that the District will have sufficient funds to account for interest on such prepayments, if any. See "BONDOWNERS’ RISKS" herein.

The 2019 Bonds are subject to extraordinary mandatory redemption as indicated under "DESCRIPTION OF THE 2019 Bonds – Redemption Provisions" upon the receipt of such prepayments.

Covenant Against Sale or Encumbrance

In the Master Indenture, the District covenants that, until such time as there are no 2019 Bonds outstanding, it will not sell, lease or otherwise dispose of or encumber the related Series Project or any part thereof, other than as provided in the Master Indenture. Notwithstanding the foregoing, the District may: (i) dispose of all or any part of a Series Project by gift or dedication thereof to the County or to the State or any agency or instrumentality of either of the foregoing, and/or (ii) impose, declare or grant title to or interest in the Series Project or a portion or portions thereof in order to create ingress and egress 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 as permitted by law, and/or (iii) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Project. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF ELEVENTH SUPPLEMENTAL INDENTURE" herein.

2019 Reserve Account

The Indenture creates a 2019 Reserve Account solely for the benefit of the 2019 Bonds. The 2019 Reserve Account will be funded in the amount of the Reserve Account Requirement for the 2019 Bonds.

Pursuant to the Indenture, the 2019 Reserve Account Requirement means $__________.

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Amounts on deposit in the 2019 Reserve Account, except as provided elsewhere in the Eleventh Supplemental Indenture, shall be used only for the purpose of making payments into the 2019 Interest Account or the 2019 Sinking Fund Account to pay the 2019 Bonds, without privilege or priority of one 2019 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

The Trustee, on or before the fortieth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2019 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit into such account, from the first legally available sources of the District. The Trustee as soon as practical after such computation shall, except as otherwise provided in the Eleventh Supplemental Indenture, apply any surplus as directed by the District; however, if an Event of Default has occurred and is continuing with respect to the 2019 Bonds, any surplus shall be deposited in the 2019 Revenue Account unless otherwise directed in accordance with any legal proceedings associated with such Event of Default.

Notwithstanding the foregoing, on the earliest date on which there is on deposit in the 2019 Reserve Account sufficient monies taking into account other monies available therefor, to pay and redeem all of the Outstanding 2019 Bonds, together with interest and redemption premium, if any, on such 2019 Bonds to the earliest date of redemption permitted in the Indenture, then the Trustee shall transfer the amount on deposit in the 2019 Reserve Account into the 2019 Redemption Account to pay and redeem all of the Outstanding 2019 Bonds on the earliest date permitted for redemption in the Indenture.

Deposit and Application of Pledged Revenues

The Eleventh Supplemental Indenture establishes a 2019 Revenue Account whereby the 2019 Pledged Revenues shall be deposited and amounts on deposit in the 2019 Revenue Account shall be applied in accordance with the Eleventh Supplemental Indenture and as more particularly set forth below:

(i) The District shall deposit the 2019 Special Assessments with the Trustee promptly upon receipt. The Trustee shall deposit such amounts in the 2019 Revenue Account.

(ii) On each March 15 and September 15 (or if such March 15 or September 15 is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the 2019 Prepayment Subaccount of the 2019 Redemption Account, and, if the balance therein is greater than zero, shall transfer, but only after determining that following such transfer sufficient moneys will remain in the 2019 Revenue Account to meet the obligations in section (iii) below on the immediately following May 1 or November 1, as applicable, from the 2019 Revenue Account, for deposit into the 2019 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of 2019 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in the 2019 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the 2019 Bonds as set forth therein.

(iii) On each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such date), the Trustee shall transfer from amounts on deposit in the 2019 Revenue Account to the 2019 Funds and Accounts designated below, the following amounts in the following order of priority and apply such amounts as provided below:

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FIRST, to the 2019 Interest Account, an amount equal to the amount of interest payable on all 2019 Bonds then Outstanding on such May 1 or November 1, less any amount already on deposit in the 2019 Interest Account not previously credited;

SECOND, on each May 1 to the 2019 Sinking Fund Account an amount equal to the principal amount of any 2019 Bonds constituting Serial Bonds maturing on such May 1 or an amount equal to the Sinking Fund Installments on any 2019 Bonds constituting Term Bonds due on such May 1, less any amount already on deposit in the 2019 Sinking Fund Account not previously credited;

THIRD, to the 2019 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the 2019 Reserve Account Requirement;

FOURTH, at any time the 2019 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the 2019 Revenue Account to the 2019 Interest Account, the amount necessary to pay interest on the 2019 Bonds subject to redemption on such date; and

FIFTH, the balance shall be retained in the 2019 Revenue Account.

On any date required by the Tax Certificate, the District shall give the Trustee written direction, and the Trustee shall, transfer from the 2019 Revenue Account to the 2019 Rebate Account in accordance with the Tax Certificate, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Certificate. To the extent insufficient moneys are on deposit in the 2019 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

Anything in the Indenture to the contrary notwithstanding, amounts in all of the Funds and Accounts held as security for the 2019 Bonds shall be invested only in 2019 Investment Obligations. Earnings on investments in the 2019 Interest Account, the 2019 Sinking Fund Account, the 2019 Revenue Account and the 2019 Prepayment Subaccount of the 2019 Redemption Account shall be deposited, as realized, to the credit of the 2019 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2019 Reserve Account (i) to the extent there is a surplus in the 2019 Reserve Account, shall be deposited in the 2019 Revenue Account unless otherwise directed by the District and (ii) to the extent there is a deficiency in the 2019 Reserve Account, shall be retained in the 2019 Reserve Account.

Anything to the contrary notwithstanding, it shall not constitute an Event of Default if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor, provided that such insufficiency does not result in there being insufficient amounts on deposit in the foregoing Funds and Accounts to pay the principal of and interest on the 2019 Bonds when due.

Application of Prepayments

All 2019 Prepayments shall upon receipt by the Trustee be deposited to the 2019 Prepayment Subaccount of the 2019 Redemption Account. At the time the District deposits 2019 Prepayments with the Trustee, it shall notify the Trustee in writing as to the amount of such 2019 Prepayments. Amounts on deposit in the 2019 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the 2019 Bonds as provided therein.

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Covenant to Levy the 2019 Special Assessments

In addition, and not in limitation of, the covenants contained elsewhere in Indenture, the District will covenant to comply with the terms of the Assessment Proceedings and to assess, impose and levy 2019 Special Assessments in compliance with applicable law in such manner as legally will general funds sufficient to pay the principal of and interest on the 2019 Bonds when due. The District will further covenant and agree that it will not reduce the 2019 Special Assessments on any tax parcel from that set forth in the Assessment Proceedings on account of any reduction in debt service on the 2019 Bonds resulting from a redemption of such 2019 Bonds from amounts deposited in the 2019 Prepayment Subaccount except to the extent such 2019 Special Assessment was prepaid.

The District will further covenant in the Indenture that, if any 2019 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 2019 Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such 2019 Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new 2019 Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement, or (ii) in its sole discretion, make up the amount of such 2019 Special Assessment from legally available moneys, which moneys shall be deposited into the 2019 Revenue Account. In case such subsequent 2019 Special Assessment shall be annulled, the District shall obtain and make other 2019 Special Assessments until a valid 2019 Special Assessment shall be made.

Additional Bonds

The District will covenant not to issue any other Bonds or other debt obligations secured by the 2019 Special Assessments. Such covenant shall not prohibit the District from issuing refunding bonds or exchange bonds.

Events of Default and Remedies

The Master Indenture, as amended by the Eleventh Supplemental Indenture, provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the 2019 Bonds:

(a) Any payment of Debt Service on the 2019 Bonds shall not be made when due;

(b) The District shall for any reason be rendered incapable of fulfilling its obligations under the Indenture;

(c) 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;

(d) 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;

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(e) The District shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any applicable law or statute of the United States of America or any state thereof;

(f) 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 from the date of assumption of such custody or control;

(g) The District shall default in the due and punctual performance of any of the covenants, conditions, agreements and provisions contained in the 2019 Bonds or in the Indenture on the part of the District to be performed (other than a default in the payment of Debt Service on the 2019 Bonds when due, which is an Event of Default under subsection (a) 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, if the Trustee is unwilling or unable to act, by Holders of not less than ten percent (10%) in aggregate principal amount of the 2019 Bonds then Outstanding;

(h) If any time the amount in the 2019 Reserve Account is less than the 2019 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to pay the Debt Service on such 2019 Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or

(i) More than twenty percent (20%) of the "maintenance special assessments" levied by the District on lands upon which the 2019 Special Assessments are levied pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, within ninety (90) days of when due.

Upon the occurrence and continuance of any Event of Default with respect to the 2019 Bonds, the Trustee, or if the Trustee is unwilling or unable to act, the Majority Holders of the 2019 Bonds then Outstanding may protect and enforce the rights of the Holders of the 2019 Bonds under Florida law, and under the Master Indenture, the Eleventh Supplemental Indenture and the 2019 Bonds, by such proceedings in equity or at law, either for the specific performance of any covenant or agreement contained therein or in aid of execution of any power therein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee or the Holders of such 2019 Bonds, as the case may be, shall deem most effectual to protect and enforce such rights.

If any proceeding taken by the Trustee or any Holder on account of any default shall have been discontinued or abandoned for any reason, then the District and the Holders shall be restored to their former positions and rights under the Master Indenture, respectively, and all rights and remedies of the Holders shall continue as though no such proceeding had been taken.

Upon the occurrence and continuance of any Event of Default specified in clauses (a) through (f), (h) and (i) above with respect to the 2019 Bonds, the Trustee shall, upon written direction of the Majority Holders by a notice in writing to the District, declare the aggregate principal amount of all of the 2019 Bonds 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 2019 Bonds or in the Indenture authorizing such 2019 Bonds to the contrary notwithstanding. Notwithstanding anything in the Indenture to the contrary, Florida law provides that the 2019 Bonds may not be accelerated except to the extent that the 2019 Special Assessments securing such 2019 Bonds have been accelerated.

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No Holder of any of the 2019 Bonds shall have any right in any manner whatever to affect, disturb or prejudice the security of the Indenture, or to enforce any right thereunder except in the manner therein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Holders of the 2019 Bonds.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the 2019 Bonds is the 2019 Special Assessments. The "2019 Special Assessments" means the non-ad valorem special assessments levied on the parcels of real property within the District securing the 2019 Bonds, in accordance with and as set forth in the Assessment Proceedings, as such assessments may lawfully be amended or supplemented from time to time. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein.

The determination, order, levy, and collection of special assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District, the Collier County Tax Collector (the "Tax Collector") or the Collier County Property Appraiser (the "Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, 2019 Special Assessments during any year. Such delays in the collection of 2019 Special Assessments, or complete inability to collect 2019 Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the 2019 Bonds. See "BONDOWNERS' RISKS." To the extent that landowners fail to pay the 2019 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 2019 Bonds. The Act provides for various methods of collection of delinquent 2019 Special Assessments by reference to other provisions of the Florida Statutes. The following is 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.

Alternative Uniform Tax Collection Procedure for 2019 Special Assessments

The Florida Statutes provide that, subject to certain conditions, non-ad valorem special assessments may be collected by using the uniform method (the "Uniform Method") of collection. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the 2019 Special Assessments to be levied and then collected in this manner. The District presently anticipates using the Uniform Method of collection with respect to the 2019 Special Assessments in accordance with the Indenture; provided, however, that the District is not required under the Indenture to employ the Uniform Method to collect the 2019 Special Assessments with respect to any tax parcel which has not been platted for its intended use and issued a separate tax parcel identification number prior to the date on which a tax roll is required to be certified to the Tax Collector. The District's election to use a certain collection method with respect to the 2019 Special Assessments does not preclude it from electing to use another collection method in the future, subject, however, to the terms and provisions of the Indenture. See "Foreclosure" below with respect to collection of delinquent assessments not collected pursuant to the Uniform Method.

If the Uniform Method of collection is utilized, the 2019 Special Assessments will be collected together with County, special district, and other ad valorem taxes and non-ad valorem assessments, all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of ad valorem taxes and non-ad valorem assessments

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provide that such taxes and assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes and assessments (including the 2019 Special Assessments, if any, being collected by the Uniform Method) are to be billed, and landowners in the District are required 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 2019 Special Assessments. Upon any receipt of moneys by the Tax Collector from the 2019 Special Assessments, such moneys will be delivered to the District, which will remit such 2019 Special Assessments to the Trustee for deposit to the 2019 Revenue Account, except that any Prepayments of 2019 Special Assessments shall be deposited to the 2019 Prepayment Subaccount within the Series Bond Redemption Account created under the Indenture and applied in accordance therewith.

All County, school and special district, including the District, ad valorem taxes, non-ad valorem special assessments, including the 2019 Special Assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, are payable at one time, except for partial payment schedules as may be provided by Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such partial payment and the partial payment is returned to the taxpayer. Therefore, in the event the 2019 Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the 2019 Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the 2019 Bonds.

Under the Uniform Method, if the 2019 Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. Alternatively, pursuant to Section 197.222, Florida Statutes, taxpayers may elect to pay estimated taxes, including the 2019 Special Assessments, in quarterly payments on June 30, September 30, December 31 of the year levied and March 31 of the year following, in which case the first three payments receive discounts of 6%, 4.5% and 3% respectively. All unpaid taxes and assessments become delinquent on April 1 of the year following assessment. The Tax Collector is required to collect the ad valorem taxes and non-ad valorem special assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such taxes and assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process.

Neither the District nor the Underwriter can give any assurance to the holders of the 2019 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the 2019 Special Assessments, (2) that future landowners and taxpayers in the District will pay such 2019 Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the 2019 Special Assessments and all other liens that are coequal therewith.

Collection of delinquent 2019 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 2019 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 the total amount of delinquent ad valorem taxes and non-ad valorem assessments plus the

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cost of advertising and the applicable interest charge on the amount of such delinquent taxes and assessments. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates on such property to the person who pays the delinquent taxes and assessments owing, penalties and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). Tax certificates are sold by public bid. If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest (currently 18%). The Tax Collector does not collect any money if tax certificates are "struck off" (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 2019 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 within the District may affect the demand for certificates and the successful collection of the 2019 Special Assessments, which are the primary source of payment of the 2019 Bonds. Legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates.

Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued 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 of the certificate. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest

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assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.

Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.

If there are no bidders at the public sale, the County may, at any time within ninety (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 the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date of delinquency, unsold lands escheat to the County in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

Foreclosure

The following discussion regarding foreclosure is not applicable if the 2019 Special Assessments are being collected pursuant to the Uniform Method. In the event that the District, itself, directly levies and enforces, pursuant to Chapters 170 and 190, Florida Statutes, the collection of the 2019 Special Assessments to be levied on the land within the District, Chapter 170.10, Florida Statutes provides that upon the failure of any property owner to pay all or any part of the principal of a special assessment, including a 2019 Special Assessment, or the interest thereon, when due, the governing body of the entity levying the assessment 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. Such a proceeding is in rem, meaning that it is brought against the land not against the owner. In light of the one-year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay 2019 Special Assessments and the ability to foreclose the lien of such 2019 Special Assessments upon the failure to pay such 2019 Special Assessments 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.

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the

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2019 Bonds offered hereby and are set forth below. Prospective investors in the 2019 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the 2019 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2019 Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the 2019 Bonds.

Bankruptcy and Related Risks

In the event of the institution of bankruptcy or similar proceedings with respect to an owner of property subject to the 2019 Special Assessments, delays and impairment could occur in the payment of debt service on the 2019 Bonds as such bankruptcy could negatively impact the ability of: (i) the land owner being able to pay the 2019 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 2019 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 2019 Bonds, including, without limitation, enforcement of the obligation to pay 2019 Special Assessments and the ability of the District to foreclose the lien of the 2019 Special Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2019 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available respecting the 2019 Bonds could have a material adverse impact on the interest of the Owners thereof. Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years.

2019 Special Assessments Are Non-Recourse

The principal security for the payment of the principal and interest on the 2019 Bonds is the timely collection of the 2019 Special Assessments. The 2019 Special Assessments do not constitute a personal indebtedness of the owners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the owners will be able to pay the 2019 Special Assessments or that they will pay such 2019 Special Assessments even though financially able to do so.

Other Taxes and Assessments

The willingness and/or ability of an owner of benefited land to pay the 2019 Special Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the County or any other local special purpose or general purpose governmental entities. County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the 2019 Special Assessments, collected pursuant to the Uniform Method are payable at one time. 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. The District anticipates continuing to impose operation and maintenance assessments encumbering the same property encumbered by the 2019 Special

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Assessments. In addition, lands within the District may also be subject to assessments by property owners' and homeowners' associations. See "THE ASSESSMENT AREA" herein for additional information.

Under Florida law, a landowner may contest the assessed valuation determined for its property that 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 2019 Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such 2019 Special Assessment, even though the landowner is not contesting the amount of the 2019 Special Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem taxes and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.

Limited Secondary Market for 2019 Bonds

The 2019 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the 2019 Bonds in the event an Owner thereof determines to solicit purchasers for the 2019 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the 2019 Bonds may be sold. Such price may be lower than that paid by the current Owners of the 2019 Bonds, depending on existing real estate and financial market conditions and other factors.

Inadequacy of the 2019 Reserve Account

Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the 2019 Special Assessments, may not adversely affect the timely payment of debt service on the 2019 Bonds because of the 2019 Reserve Account. The ability of the 2019 Reserve Account to fund deficiencies caused by delinquencies in the 2019 Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the 2019 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in such 2019 Reserve Account to make up deficiencies. If the District has difficulty in collecting the 2019 Special Assessments, the 2019 Reserve Account would be rapidly depleted and the ability of the District to pay debt service on the 2019 Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the 2019 Reserve Account and such other Funds, Accounts and subaccounts created under the Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. Further, the 2019 Reserve Account could be accessed in the event of a sufficiently large number of prepayments without interest pursuant to Section 170.09, Florida Statutes. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS - Prepayment of Special Assessments" herein for more information. If in fact the 2019 Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the 2019 Special Assessments in order to provide for the replenishment of the 2019 Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS – 2019 Reserve Account" herein for more information about the Reserve Account.

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Environmental Risks

The value of the respective lands subject to the 2019 Special Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to existing development or construction in or near the District, such catastrophic events could potentially render the District Lands unable to support future development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the 2019 Bonds. The 2019 Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Legal Delays

If the District should commence a foreclosure action against a landowner for nonpayment of 2019 Special Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the 2019 Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of proceeds from the 2019 Bonds that can be used for such purpose.

Owners should note that several mortgage lenders have, in the past, raised legal challenges to the primacy of the liens similar to those of the 2019 Special Assessments in relation to the liens of mortgages burdening the same real property. Further, certain mortgage lenders have, in recent foreclosure proceedings initiated pursuant to Section 170.10, Florida Statutes, alleged in defense that a community development district foreclosing on land subject to an assessment lien must wait a minimum of one year from the date that any assessment or installment thereof becomes delinquent. Multiple Circuit Courts are known to have concluded that a community development district is authorized to foreclose pursuant to Chapter 170, Florida Statutes, and, therefore, is not required to wait a minimum of one year; however, the District cannot guarantee the outcome of any legal proceeding in which a similar defense is pled.

IRS Examination and Audit Risk

The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the

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Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.

On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations require that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and (iii) have a governing body controlled by or have significant uses of its funds or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On October 4, 2017, the Treasury Department ("Treasury") announced that it would withdraw the proposed regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues." Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017.

It has been reported that the IRS has closed audits of other community development districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate and such transition has in fact occurred in the District. Further, there can be no assurance that an audit by the IRS of the 2019 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law.

Owners of the 2019 Bonds are advised that, if the IRS does audit the 2019 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 2019 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the 2019 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2019 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2019 Bonds would adversely affect the availability of any secondary market for the 2019 Bonds. Should interest on the 2019 Bonds become includable in gross

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income for federal income tax purposes, not only will Owners of 2019 Bonds be required to pay income taxes on the interest received on such 2019 Bonds and related penalties, but because the interest rate on such 2019 Bonds will not be adequate to compensate Owners of the 2019 Bonds for the income taxes due on such interest, the value of the 2019 Bonds may decline.

THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES ON THE 2019 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE 2019 BONDS. PROSPECTIVE PURCHASERS OF THE 2019 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE 2019 BONDS IN THE EVENT THAT THE INTEREST ON THE 2019 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).

Loss of Exemption from Securities Registration

Since the 2019 Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, because of the exemption for securities issued by political subdivisions, if the District is ever deemed by the IRS, judicially or otherwise, not to be a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of federal and state securities laws. Accordingly, the District and purchasers of 2019 Bonds may not be able to rely on the exemption from registration under the Securities Act relating to securities issued by political subdivisions. In that event, the Owners of the 2019 Bonds would need to ensure that subsequent transfers of the 2019 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.

Federal Tax Reform

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the 2019 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the 2019 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the 2019 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the 2019 Bonds. Prospective purchasers of the 2019 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation as well as the impact of federal legislation enacted in December 2017. See also "TAX MATTERS."

State Tax Reform

It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renews requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the

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"Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the 2019 Bonds. It should be noted that Section 190.16(14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the … assessments… and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not impair the rights or remedies of such holders."

Payment of 2019 Special Assessments after Bank Foreclosure

In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the 2019 Special Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

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ESTIMATED SOURCES AND USES OF FUNDS

The table that follows summarizes the estimated sources and uses of proceeds of the 2019 Bonds and other legally available funds of the District:

2019 Bonds Sources of Funds:

Principal Amount $_________ Plus Original Issue Premium _________ Other Legally Available Funds(1) _________ Total Sources $_________

Use of Funds:

Refunding of the Refunded Bonds(2) $_________ Deposit to 2019 Reserve Account _________ Deposit to 2003A Interest Subaccount(3) _________ Deposit to 2003A Revenue Subaccount(4) _________ Costs of Issuance(5) _________ Total Uses $_________

____________________ (1) Includes amounts in certain Funds and Accounts established under the indenture relating to the Refunded

Bonds, including the 2003A Prepayment Subaccount, the 2003A Reserve Account, the 2003A Revenue Subaccount and the 2003A Remedial Expense Account.

(2) See "PLAN OF REFUNDING" herein for more information. (3) To be applied to the November 1, 2019 interest payment on the Refunded Bonds. (4) See "SECURITY FOR AND SOURCE OF PAYMENT OF THE 2019 BONDS – Prepayment of Special

Assessments" herein for more information. (5) Costs of issuance includes, without limitation, underwriter's discount, legal fees and other costs associated with

the issuance of the 2019 Bonds.


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DEBT SERVICE REQUIREMENTS

The following table sets forth the scheduled debt service on the 2019 Bonds:

Period Ending May 1 Principal Interest

Total Debt Service

Totals


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THE DISTRICT

General

The District is an independent local unit of special-purpose government of the State, created in accordance with the Act, and by Ordinance No. 02-61 (the "Original Ordinance"), duly enacted by the Board of County Commissioners of Collier County, Florida (the "County") on November 25, 2002 (the "Original Ordinance"). The District's boundaries were subsequently expanded by Ordinance No. 14-26, duly enacted by Board of County Commissioners of the County on June 30, 2014 and later contracted by Ordinance No. 19-15 duly enacted by the Board of County Commissioners of the County on June 25, 2019, and corrected by Ordinance No. 2019-32, duly enacted by the Board of County Commissioners of the County on October 8, 2019 (collectively with the Original Ordinance, the "Ordinance"). The District encompasses approximately 858 acres of land located entirely within the unincorporated portion of the County, near the city of Naples, Florida. The District is surrounded by residential, preserve, agricultural, public, and undeveloped land uses, including District #1 to the south, agricultural uses to the east; state preserve lands to the south; State Road 951, Port-Au- Prince mobile home park and Antilles residential community to the west; and undeveloped and public lands to the northwest. District #1 is an existing community development district established in 1996, which consists of 1,389.77 acres. The District is being developed in phases, together with District #1, as a master planned development known as Fiddler's Creek.

Legal Powers and Authority

The District is an independent local unit of special-purpose government created pursuant to, and established in accordance with, the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter. The District is classified as an independent district under Chapter 189, Florida Statutes.

Among other provisions, the Act gives the District's Board of Supervisors the authority to, among other things, (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for, among other things: (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, reclamation and reuse 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 specifications of the county in which such District roads are located and street lights, landscaping, hardscaping and undergrounding of electric utility lines; and (iv) with the consent of the local general-purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose 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.

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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 the District to pursue any remedy for enforcement of any lien or pledge of the pledged revenues in connection with its bonds, including the 2019 Bonds.

Governance

The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). The Act provides that, at the initial meeting of the landowners, Supervisors must be elected by the landowners with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors to serve for a two-year term. Three of the five Supervisors are elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year terms and the remaining Supervisor is elected to a two-year term. Until the later of six (6) years after the initial appointment of Supervisors or 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 by vote of the landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number and, for purposes of determining voting interests, platted lots shall be counted individually and rounded up to the nearest whole acre and shall not be aggregated for determining the number of voting units held). Upon the later of six (6) years after the initial appointment of Supervisors or the year in which there are at least 250 qualified electors in the District, the Supervisors whose terms are expiring will be elected (as their terms expire) by qualified electors of the District, except as described below. A qualified elector is a registered voter who is at least eighteen years of age, a resident of the District and the State of Florida and a citizen of the United States. At the election where Supervisors are first elected by qualified electors, two Supervisors must be qualified electors and be elected by qualified electors, both to four-year terms. Thereafter, as terms expire, all Supervisors must be qualified electors and are elected to serve four-year terms. If there is a vacancy on the Board, whether as a result of the resignation or removal of a Supervisor or because no elector qualifies for a seat to be filled in an election, the remaining Board members are to fill such vacancy for the unexpired term.

Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be qualified electors and shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the Act. At the time of the sale of the 2019 Bonds, four of the current members of the Board were elected by qualified electors of the District and one member was appointed by the Board to fill a vacancy.

The Act provides that it shall not be an impermissible conflict of interest under Florida law governing public officials for a Supervisor to be a stockholder, officer or employee of a landowner or of any entity affiliated with a landowner.


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The current members of the Board and the expiration of the term of each member are set forth below:

Name Title Term Expires Elliot Miller Chair November 2022 Victoria DiNardo Vice-Chair November 2020 Linda Viegas Assistant Secretary November 2020 John Nuzzo Assistant Secretary November 2020 William Klug Assistant Secretary November 2022

A majority of the Supervisors constitutes a quorum for the purposes of conducting the business of

the District and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of the majority of the Supervisors present unless general law or a rule of the District requires a greater number. Except for limited exceptions, all meetings of the Board are open to the public under the State's "sunshine" or open meetings law.

The District Manager and Other Consultants

The chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a district manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board.

The District has retained Wrathell, Hunt and Associates, LLC, to serve as its district manager ("District Manager"). The District Manager's office is located at 2300 Glades Road, Suite #410W, Boca Raton, Florida 33431, telephone number (954) 426-2105.

The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of McGuireWoods LLP, as Bond Counsel; and Woodward, Pires & Lombardo, P.A., Naples, Florida, as District Counsel. The Board has also retained AJC Associates, Inc., Naples, Florida, to serve as Allocation Consultant and to prepare the 2019 Assessment Allocation Report and Wrathell, Hunt and Associates, LLC to serve as Dissemination Agent for the 2019 Bonds.

Outstanding Bond Debt

The District previously issued the following bonds: (i) the Refunded Bonds, in the initial principal amount of $26,385,000, of which $15,025,000 is currently outstanding and subject to judicial determination in the Interpleader Action (as defined and discussed below); (ii) its Special Assessment Revenue Bonds, Series 2003B (the "2003B Bonds" and collectively with the Refunded Bonds, the "2003 Bonds"), in the initial principal amount of $9,905,000, of which $3,765,000 is currently outstanding, past-due and subject to judicial determination in the Interpleader Action (as discussed below); (iii) its Special Assessment Revenue Bonds, Series 2004 (the "2004 Bonds"), in the initial principal amount of $17,905,000, of which $400,000 is currently outstanding; and (iv) its Special Assessment Revenue Bonds, Series 2005 (the "2005 Bonds"), in the initial principal amount of $38,850,000, of which $2,095,000 is currently outstanding (the Refunded Bonds, 2003B Bonds, 2004 Bonds and 2005 Bonds are collectively referred to herein as the "Prior Defaulted Bonds"). The Prior Defaulted Bonds were issued to finance certain infrastructure projects within the District. For more information regarding prior and alleged non-payment of principal and interest to bondholders with regard to the Prior Defaulted Bonds, see " – Previous and Existing Bond Defaults and Related Litigation" below.

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In 2014, pursuant to a restructuring agreement, the District exchanged a portion of its 2004 Bonds and 2005 Bonds for its: (i) Special Assessment Revenue Bonds, Series 2014-1 (the "2014-1 Bonds"), in the initial principal amount of $9,560,000; (ii) Special Assessment Revenue Bonds, Series 2014-2 (the "2014-2 Bonds"), in the initial principal amount of $16,165,000; (iii) Special Assessment Revenue Bonds, Series 2014-3 (the "2014-3 Bonds"), in the initial principal amount of $16,170,000, of which $7,990,000 is currently outstanding; and (iv) Special Assessment Revenue Bonds, Series 2014-4 (the "2014-4 Bonds"), in the initial principal amount of $11,000,000, of which $9,800,000 is currently outstanding (collectively, the "2014 Exchange Bonds"). The 2014-1 Bonds and the 2014-2 Bonds have been further bifurcated as described below.

Each Series of the 2004 Bonds and 2005 Bonds was initially secured by special assessments levied on the gross acres within the District. At the time of the 2014 restructuring, portions of the assessments securing such bonds had already been allocated to platted lots owned by end users and were unaffected by the restructuring. In connection with the issuance of the 2014 Exchange Bonds, the District created four distinct assessment areas within the District for the remaining unallocated assessments, with each Series of 2014 Exchange Bonds being secured separately by the special assessments levied on its corresponding assessment area.

In 2015, the District issued its: (i) Capital Improvement Bonds, Series 2015A-1 (the "2015A-1 Bonds"), in the initial principal amount of $6,050,000, of which $3,475,000 is currently outstanding, to finance the costs of certain improvements in the District; and (ii) Special Assessment Revenue Refunding Bonds, 2015A-2 Bonds, in the initial principal amount of $1,810,000, of which $995,000 is currently outstanding (the "2015A-2 Bonds"), and Special Assessment Revenue Refunding Bonds, Series 2015B Bonds, in the initial principal amount of $5,915,000 of which $2,125,000 is currently outstanding (the "2015B Bonds"), to refund a portion of the District's outstanding 2014-3 Bonds.

In 2018, the Series 2014-1 Bonds were bifurcated into the Series 2014-1A Bonds in the initial principal amount of $4,000,000, of which $3,890,000 is currently outstanding, and the Series 2014-1B Bonds in the initial principal amount of $3,815,000, of which $3,685,000 is currently outstanding. Similarly in 2018, the Series 2014-2 Bonds were bifurcated into the Series 2014-2A Bonds in the initial principal amount of $8,635,000, of which $8,400,000 is currently outstanding and the Series 2014-2B Bonds in the initial principal amount of $4,835,000, of which $4,705,000 is currently outstanding.

As used herein, the "Prior Bonds" shall mean the Prior Defaulted Bonds, the 2014 Exchange Bonds, the 2015A-1 Bonds, the 2015A-2 Bonds, the 2015B Bonds, the 2014-1A Bonds, the 2014-1B Bonds, the 2014-2A Bonds and the 2014-2B Bonds.

The 2019 Bonds will be secured by the 2019 Special Assessments levied on certain lands in the District which are not subject to the lien of any of the Prior Bonds.

Set forth below is a table of the District's current outstanding Bonds:

Series Current Balance Series Current Balance 2003A $15,025,000 2014-2B $4,705,000 2003B 3,765,000 2014-3 7,990,000 2004 400,000 2014-4 9,800,000 2005 2,095,000 2015A-1 3,475,000

2014-1A 3,890,000 2015A-2 995,000 2014-1B 3,685,000 2015B 2,125,000 2014-2A 8,400,000

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See "PLAN OF REFUNDING" herein for more information regarding the refunding of the Refunded Bonds and APPENDIX D hereto for more information regarding the District's finances.

Previous and Existing Bond Defaults and Related Litigation

Bond Defaults

The District made draws on its debt service reserves for the Prior Defaulted Bonds to make the principal and interest payments due on May 1, 2009. Thereafter, the District failed to make principal and interest payments on the Prior Defaulted Bonds when due. These failures to make payments were due to the failure of prior developer and landowner entities to make payments on the special assessments securing the Prior Defaulted Bonds. For additional information regarding events resulting in bondholders subsequently not receiving payments of principal and interest when due with regard to the Prior Defaulted Bonds, see "- Fiddler's Bankruptcy Case," "- Litigation with Prior Trustee," and "- 2003 Bonds Litigation" herein.

Fiddler's Bankruptcy Case

On February 23, 2010, the original developers of Fiddler's Creek, consisting of Fiddler's Creek, LLC and twenty-seven related entities, including a predecessor in interest of FCC Preserve* (collectively, the "Debtors"), filed for protection under Chapter 11 of the United States Bankruptcy Code, In re Fiddler's Creek et al., Case No. 09:10-bk-03846-ALP (administratively consolidated cases) (the "Fiddler's Bankruptcy Case"). The District filed timely and subsequently amended proofs of claim in the Fiddler's Bankruptcy Case with respect to the amount of special assessments owed as of the February 23, 2010, bankruptcy filing date. No objections to these proofs of claim were filed.

On August 29, 2011, the bankruptcy court in the Fiddler's Bankruptcy Case entered an order confirming the Debtors' Second Amended Plans of Reorganization, as Modified (the "Confirmation Order"). The Confirmation Order set forth, among many issues, how and under what terms the amounts owed as of the bankruptcy filing date to the District would be paid. The Confirmation Order restructured the Debtors' assessment payments, which resulted in a delay by the District in making certain payments on the Prior Defaulted Bonds. U.S. Bank National Association, as indenture trustee for the Prior Defaulted Bonds ("U.S. Bank"), filed two notices of appeal with respect to the Confirmation Order. The appeals were consolidated in the United States District Court of Appeals for the Middle District of Florida, Case No. 8:11-CV-02382-MSS. U.S. Bank did not prevail in the appeal, and an Order dismissing the appeal was entered on April 25, 2012. The Fiddler's Bankruptcy Case was closed in December 2013, following a judicial determination that the Debtors' Second Amended Plans of Reorganization as Modified had been substantially consummated.

Also in connection with the Fiddler's Bankruptcy Case, on May 9, 2011, U.S. Bank filed suit against the District in the United States Bankruptcy Court for the Middle District of Florida, Case No. 8:10-bk-03846, seeking a declaratory judgment and injunctive relief with respect to the District's ability to vote on and implement the Debtors' proposed plan of reorganization in the Fiddler's Bankruptcy Case with respect to the Prior Defaulted Bonds (the "Adversary Case"). The complaint in the Adversary Case alleged that the District had improperly attempted "to amend the assessment mechanisms" relating to the Prior Defaulted Bonds, and that the District improperly intended to vote in favor of confirming the Debtors' proposed plan of reorganization against the direction and without the consent of the holders of the Prior Defaulted Bonds. The Adversary Case complaint further sought a preliminary and permanent injunction as to the District's voting rights in the Fiddler's Bankruptcy Case. On June 17, 2011, after a * FCC Preserve holds a 50% ownership interest in the current developer of the Development.

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hearing on the District's pending motions, including its motion to dismiss the Adversary Case, the bankruptcy court entered an Agreed Order granting dismissal of the Adversary Case, without prejudice.

U.S. Bank also filed litigation against the District in the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida (the "Circuit Court"), on April 14, 2011 (the "State Court Case"), asserting claims similar to those in the Adversary Case, Case No. 11-CA-01183. A Notice of Voluntary Dismissal of the State Court Case was filed on September 28, 2011. As further discussed below, U.S. Bank has subsequently been replaced as indenture trustee for the Prior Defaulted Bonds.

Litigation with Prior Trustee

The District was the plaintiff in litigation pending in the Circuit Court, Case No. 11-CA-003947, which was initially filed on November 29, 2011 against U.S. Bank as indenture trustee for the Prior Defaulted Bonds (the "U.S. Bank Litigation"). The District's complaint in the U.S. Bank Litigation, as subsequently amended, alleged various contract and tort counts alleging misappropriation of trust funds by U.S. Bank, which claims were brought against U.S. Bank both individually and as former indenture trustee. The U.S. Bank Litigation also included various counts of conspiracy in tortious conduct with U.S. Bank brought against certain holders of the Prior Defaulted Bonds ("Bondholder Defendants") in connection with the alleged misappropriation. The District claimed in the U.S. Bank Litigation that U.S. Bank misused proceeds from the Prior Defaulted Bonds that were on deposit in the construction and acquisition accounts established under the Indenture relating to the Prior Defaulted Bonds, following the default by the prior landowners in the payment of the special assessments securing the Prior Defaulted Bonds and during the pendency of the Fiddler's Bankruptcy Case. The action was originally brought in Circuit Court, but U.S. Bank sought removal of the U.S. Bank Litigation to the United States District Court for the Middle District of Florida, Case No. 2:12-cv-5-FTM-UA-SPC. However, following the addition of the Bondholder Defendants, the U.S. Bank Litigation was remanded to the Circuit Court.

As part of the U.S. Bank Litigation, the District obtained a preliminary injunction requiring U.S. Bank to pay prior construction draw requests which had been certified by the District Engineer. U.S. Bank filed an interlocutory appeal of this injunction with the Second District Court of Appeal, Case No. 2D13-706 (the "Appeal"). The District prevailed in the Appeal.

The District was also a defendant and counter-plaintiff in an action for declaratory judgment filed by U.S. Bank on April 4, 2013, in the Circuit Court (the "U.S. Bank Declaratory Action"). In March 2013, the District advised U.S. Bank that it had been terminated as indenture trustee for the Prior Defaulted Bonds, and that Wilmington Trust, National Association ("Wilmington" or the "Trustee") had been appointed as successor trustee. Upon receipt of such notice, U.S. Bank sought a declaratory judgment claiming the parties' rights under the Indenture governing the Prior Defaulted Bonds were in dispute. The District and various current bondholders of the Prior Defaulted Bonds denied U.S. Bank's claims and asserted counterclaims against U.S. Bank relating to U.S. Bank's mishandling of the trust accounts relating to the Prior Defaulted Bonds. The U.S. Bank Declaratory Action was consolidated with the U.S. Bank Litigation.

In an effort to resolve a pending request for the appointment of a receiver which was brought by various current bondholders of the Prior Defaulted Bonds in the U.S. Bank Declaratory Action, U.S. Bank ultimately entered into an agreement to, and did, turn over the trust estate for the Prior Defaulted Bonds to Wilmington in January 2014.

The District entered into separate settlements with the Bondholder Defendants on November 19, 2014 and January 21, 2019. Thereafter, on March 27, 2019, the District entered into a settlement with

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U.S. Bank whereby U.S. Bank agreed to pay the District $1,350,000, resolving the U.S. Bank Litigation and U.S. Bank Declaratory Action. Both actions have been dismissed.

2003 Bonds Litigation

The District is a third-party defendant in an interpleader action commenced by Wilmington in the Circuit Court, Case No. 2014-CA-2763, in December 2014 to interplead funds designated by the District to redeem the 2003B Bonds upon maturity (the "Interpleader Action"). In the Interpleader Action, Wilmington seeks a determination regarding certain disputes between holders of the Refunded Bonds and the 2003B Bonds including (a) whether certain disputed transfers and payments are permitted under the indenture governing the 2003 Bonds to redeem the 2003B Bonds (the "Disputed Transfers"), (b) whether the Refunded Bonds are currently in default, and (c) whether the maturity of the 2003B Bonds was properly extended under the indenture governing the 2003 Bonds. Wilmington contends that the Disputed Transfers consist of a transfer of $934,349 from the 2003 acquisition and construction account to the 2003B prepayment account and a transfer of $860,344.38 from the 2003A prepayment account to the 2003B prepayment account. Wilmington has interpled in the Interpleader Action $3,103,890.27 which includes the Disputed Transfers (the "Interpled Funds"). The Interpled Funds were designated by the District for the redemption of the 2003B Bonds upon maturity.

One of the affected bondholders joined the District to the Interpleader Action through a third-party complaint against the District and others in the Interpleader Action. The third-party complaint seeks a declaratory judgment against the District, the Trustee and the other affected bondholder asserting the existence of various disputes between the parties including (a) whether the Confirmation Order in the Fiddler's Bankruptcy Case created a legal impossibility for the District to perform its obligations to bondholders, (b) whether the Disputed Transfers are permitted under the 2003 indenture, (c) whether interest is being properly calculated on the 2003 Bonds and (d) whether the 2003 indenture permits a proposed direct payment by a developer entity to one of the affected bondholders. The third-party complaint also seeks an accounting from the District and the Trustee relating to the collection and application of the special assessments securing the 2003 Bonds and asserts that assessments have been previously misapplied.

In response to the third-party complaint, the District alleges that the Disputed Transfers are authorized under the indenture, that the 2003 Bonds are not in a default attributable to the District, and that Wilmington is the proper party to provide an accounting as to the collection and application of special assessments and the calculation of interest on the 2003 Bonds. The District collected all assessments on the 2003 Bonds and said funds were placed in trust with the trustees, first U.S. Bank, and then Wilmington, for payment of principal and interest for the bondholders. The District believes it satisfied all payment obligations on the Refunded Bonds and 2003B Bonds by remitting the collected assessments to the trustees for payment to the bondholders. Further, the District contends it should not be responsible for the accrual of interest on principal and interest payments the trustees elected not to make to bondholders of the Refunded Bonds and 2003B Bonds.

On May 1, 2019, Wilmington made a distribution of principal and interest to the holders of the Refunded Bonds resulting in a principal balance on the Refunded Bonds of $15,025,000. The parties to the Interpleader Action have agreed to a settlement that provides that the Interpleader Action will be dismissed and all claims asserted will be released upon the issuance of the Series 2019 Bonds. The settlement of the Interpleader Action will also provide for the release of the Interpled Funds and payment to the holders of the 2003B Bonds, less a portion to be used toward the satisfaction of Wilmington’s claim for legal expenses incurred in the Interpleader Action. The District and the affected 2003 Bondholders have also agreed to contribute separately to the satisfaction of the Wilmington legal expense claim.

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Currently, there are not sufficient funds in the accounts for the Refunded Bonds to make the November 1, 2019 interest payment due on the Refunded Bonds. A portion of the proceeds of the 2019 Bonds will be used to make such payment. See "ESTIMATES SOURCES AND USES" herein for more information.


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ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS

The Adopted Master Assessment Methodology, dated January 22, 2003, as supplemented by the Supplemental Assessment Report dated May 28, 2003 (as amended and collectively, the "Original Assessment Methodology"), which describes the methodology for allocation of the 2003A Special Assessments to certain lands within the District, was prepared by Fishkind & Associates, Inc. The Amended Supplemental Assessment Allocation Report, dated October 7, 2019 (the "2019 Assessment Allocation Report" and, together with the Original Assessment Methodology, the "Assessment Methodology"), which revises and supplements the Supplemental Assessment Report dated May 28, 2003 and provides for the allocation of the 2019 Special Assessments, has been prepared by AJC Associates, Inc., Naples, Florida (the "Allocation Consultant"). See "EXPERTS" herein for more information. A copy of the Original Assessment Methodology is available from the District upon request. The 2019 Assessment Allocation Report is included herein as APPENDIX C. Once the final terms of the 2019 Bonds are determined, the 2019 Assessment Allocation Report will be revised to reflect such final terms. The 2019 Special Assessments are first liens on the lands against which assessed until paid or barred by operation of law, co-equal with other taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the 2019 Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the County and the School District of Collier County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year.

THE ASSESSMENT AREA

The information appearing below has been furnished by the District, the District Manager, and other public sources of information. However, such information has not been independently verified by the Underwriter or its counsel, District Counsel or Bond Counsel.

General Overview of the Development

The Fiddler's Creek Development of Regional Impact ("DRI" or the "Development") is a master planned community in Collier County, Florida, bounded on the west by Collier Boulevard and on the north by U.S. Highway 41 encompassing approximately 3,931 acres and located near Naples, Florida in an unincorporated portion of the County. The Development includes both the District and Fiddler's Creek Community Development District #1 ("District #1"). The master plan for the Development, including both the District and District #1, consists of residential density for approximately 6,000 units, including single-family detached, patio and zero lot line, single-family attached and townhouses, and multi-family dwellings. In addition, there are approximately 33 acres of commercial property along the two main arterial roads accessing the site. The Development provides a fully integrated infrastructure system including a stormwater management system. wetland preserves, full utility infrastructure, landscaped roadways, gated entries. and landscaped perimeter berms. The Development is a highly amenitized community.

The Fiddler's Creek DRI, which includes both the District and District #1, is presently designed with three major land uses. These are (1) commercial (comprised of approximately 33 acres and approximately 325,000 square feet of space), (2) residential (comprised of approximately 1,200 acres),

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and (3) recreational and open space (comprised of approximately 1,500 acres). Commercial and office centers will be located at Collier Boulevard (approximately three acres, all of which is in District #1), and two commercial developments located at U.S. Highway 41 (approximately 30 acres, all of which is in the District). The combined square footage of all three centers will not exceed 326,000 square feet. Currently the commercial center located at Collier Boulevard (in District #1) is planned to consist of approximately 30,000 square feet of space, and the commercial centers located at Highway 41 (in the District) are planned to consist of approximately 50,000 and 200,000 square feet of space, respectively.

The District contains approximately 858 acres of land. The District is surrounded by residential, preserve, agricultural, public, and undeveloped land uses, including District #1 to the south, agricultural uses to the east; state preserve lands to the south; State Road 951, Port-Au- Prince mobile home park and Antilles residential community to the west; and undeveloped and public lands to the northwest.

Of the 4,423 units planned in the Development, approximately 2,863 units have been sold. Currently there are 188 unsold single-family units and 300 multi-family units in District #1 and 643 unsold single family units and 648 multi-family units in the District. The unsold units in the District are owned by FCC Preserve, LLC, a Florida limited liability company ("FCC Preserve"), or its affiliates.

Collateral for the 2019 Bonds

The Assessment Area is composed of 662 assessable single-family lots. As of the date hereof, approximately 623 units have been sold to end-users, three units have been sold to homebuilders and 36 units are owned by the original developer. Based upon information obtained from the Collier County Property Appraiser and the District, the total assessed value for all the assessable land in the Assessment Area is approximately $189,808,389. The average value to lien ratio for the land area in the Assessment Area is approximately 12 to 1, although the specific value to lien for any parcel in the Assessment Area will vary.

The chart below depicts the allocation of the District's Refunded Bonds by product type and the current annual per unit debt service assessments levied per unit as well as the estimated 2019 Bonds par per unit and the estimated per unit debt service assessments after the issuance of the 2019 Bonds. The per unit debt assessments include a 7.5% gross-up to account for fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.


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Lot Type Units Refunded Bonds

Par Per Unit

Current 2003A Assessments

Per Unit

2019 Bonds Par Per Unit

2019 Assessments Per Unit After

Refunding Laguna 126 $ 13,015.22 $ 1,500.00 $ 12,992.21 $1,312.96 Varenna 141 15,921.82 1,800.00 15,893.68 1,575.56 Varenna II 6 27,473.44 2,800.00 27,424.88 2,450.87 Marengo 65 15,866.40 1,800.00 15,838.36 1,575.56 Marengo II 17 27,259.67 2,895.09 27,211.50 2,534.10 Menaggio 40 20,606.15 2,200.00 20,569.74 1,925.68 Menaggio II 18 26,099.38 2,895.09 26,053.26 2,534.10 Menaggio III 32 35,062.90 3,819.47 35,000.94 3,343.22 Serena 63 17,835.87 2,000.00 17,804.35 1,750.62 Serena II 1 23,859.03 2,500.00 23,816.87 2,188.27 Serena III 11 27,157.80 2,895.09 27,109.81 2,534.10 Sonoma 41 17,835.87 2,000.00 17,804.35 1,750.62 Chiasso 3 26,241.47 3,000.00 26,195.10 2,625.93 Chiasso II 24 46,837.58 5,100.00 46,754.81 4,464.08 Millbrook 30 31,769.77 3,500.00 31,713.62 3,063.58 Millbrook II 4 48,697.46 5,100.00 48,611.40 4,464.08 Amador 27 46,837.58 5,100.00 46,754.81 4,464.08 Mussorie 2 46,837.58 5,100.00 46,754.81 4,464.08 Marengo III 6 40,083.11 4,401.30 40,012.28 3,852.50 Lagomar Phase 2 5 53,566.64 5,838.57 53,471.97 5,110.56 Total 662

In addition to the annual 2019 Special Assessments and other District assessments, all landowners in the District also pay property taxes and assessments levied by the County and the School District of Collier County, Florida, South Florida Water Management District and other special districts, and homeowners association fees. For fiscal year 2018-19, the District's net operations and maintenance assessments were approximately $1,700 per annum. The operations and maintenance assessments will vary annually based on the adopted budget of the District each year. The millage rate for tax year 2019 for the area where the Development is located is approximately 11.3712 mills.

Debt Service Collection History

The historical collections for the last three full fiscal years of the District for the Series 2003A Special Assessments securing the Refunded Bonds are set forth below. Historically, the total amount of Series 2003A Special Assessments levied and collected on the County tax roll has been higher than the net amount assessed because not all residents took full advantage of discounts allowed for early payments.

Fiscal Year

Net Debt Service Levied

Collected

before May 1

Collected

after May 1

Debt Service

Collected Percentage Collected

2016-17 $1,920,962 $1,873,188 $55,967 $1,929,155 100.43% 2017-18 $1,699,233 $1,668,515 $37,848 $1,706,363 100.42% 2018-19 $1,563,777 $1,565,213 $8,452 $1,573,665 100.63%

The historical collection results shown should not be relied upon as a forecast of future collection

results. Collection results are subject to various economic and market factors beyond the control of the District.

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TAX MATTERS

Opinion of Bond Counsel – Federal Income Tax Status of Interest. Bond Counsel's opinion will state that, under current law, interest on the 2019 Bonds (i) is excludable from the gross income of the owners of the 2019 Bonds for purposes of Federal income taxation under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) is not a specific item of tax preference for purposes of the Federal alternative minimum tax.

Bond Counsel's opinion speaks as of its date, is based on current provisions of the Code, and other current legal authority and precedent, and covers certain matters not directly addressed by such authority and precedent, and represents Bond Counsel's judgment as to the proper treatment of interest on the 2019 Bonds for Federal income tax purposes. Bond Counsel's opinion does not contain or provide any opinion or assurance regarding the future activities of the District or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS or the courts. The District has covenanted, however, to comply with the requirements of the Code.

Although Bond Counsel is of the opinion that interest on the 2019 Bonds is excludable from gross income for Federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, the 2019 Bonds may otherwise affect the Federal tax liability of an owner of the 2019 Bonds. The nature and extent of these other Federal tax consequences depend on the owner's particular tax status and levels of other income or deductions. Bond Counsel will express no opinion regarding any such other tax consequences and prospective purchasers of the 2019 Bonds should consult their own tax advisors with respect thereto.

See "APPENDIX B" PROPOSED FORM OF OPINION OF BOND COUNSEL".

Reliance and Assumptions; Effect of Certain Changes. In delivering its opinion regarding the tax treatment of interest on the 2019 Bonds, Bond Counsel is relying upon certifications of representatives of the District, the underwriters of such Bonds and other persons as to facts material to the opinion, which Bond Counsel has not independently verified.

In addition, Bond Counsel is assuming continuing compliance with the Covenants (as hereinafter defined) by the District. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied after the issuance of the 2019 Bonds in order for interest on the 2019 Bonds to be and remain excludable from gross income for purposes of Federal income taxation. These requirements include, by way of example and not limitation, restrictions on the use, expenditure and investment of the proceeds of the 2019 Bonds and the use of the property financed or refinanced by such Bonds, limitations on the source of the payment of and the security for such Bonds and the obligation to rebate certain excess earnings on the gross proceeds of such Bonds to the United States Treasury. The Tax Certificate to be entered into by the District (the "Tax Certificate") with respect to the 2019 Bonds contains covenants (the "Covenants") under which the District has agreed to comply with such requirements. Failure by the District to comply with the Covenants could cause interest on the 2019 Bonds to become includable in gross income for Federal income tax purposes retroactively to their date of issue. If such a failure occurs, the available enforcement remedies may be limited by applicable provisions of law and, therefore, may not be adequate to prevent interest on the 2019 Bonds from becoming includable in gross income for Federal income tax purposes. Bond Counsel has no responsibility to monitor compliance with the Covenants after the date of issue of the 2019 Bonds.

Certain requirements and procedures contained, incorporated or referred to in the Tax Certificate, including the Covenants, may be changed and certain actions may be taken or omitted under the circumstances and subject to the terms and conditions set forth in the Tax Certificate. Bond Counsel

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expresses no opinion concerning any effect on the excludability of interest on the 2019 Bonds from gross income for Federal income tax purposes of any such subsequent change or action that may be made, taken or omitted upon the advice or approval of counsel other than Bond Counsel.

Original Issue Discount. "Original issue discount" is the excess, if any, of the amount payable at maturity (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates) of any maturity of the 2019 Bonds purchased as part of the initial public offering over the issue price of the maturity. The amount of original issue discount that has accrued and is properly allocable to an owner of any maturity of the 2019 Bonds with original issue discount (an "OID Bond") will be excludable from gross income to the same extent as interest on the 2019 Bonds for Federal income tax purposes. In general, the "issue price" for each maturity of the 2019 Bonds is the first price at which a substantial amount of the 2019 Bonds of that maturity was sold to the public, which may differ from the price shown on the inside cover page hereof.

The Code provides that the amount of original issue discount accrues in accordance with a constant interest method based on the compounding of interest. In the case of an original owner of an OID Bond, the amount of original issue discount that is treated as having accrued on such OID Bond is added to the owner's adjusted basis in determining, for federal income tax purposes, gain or loss upon the disposition of the OID Bond (including its sale, redemption or payment at maturity). The amounts received upon such disposition that are attributable to accrued original issue discount will be excluded from the gross income of the owner for Federal income tax purposes.

The accrual of original issue discount and its effect on the redemption, sale or other disposition of OID Bonds that are not purchased in the initial offering at the issue price may be determined according to rules that differ from those described above.

In addition, original issue discount that accrues in each year to an owner of an OID Bond is included in the calculation of the distribution requirements of certain regulated investment companies and may result in some of the collateral federal income tax consequences discussed below. Consequently, owners of any OID Bond should be aware that the accrual of original issue discount in each year may result in additional distribution requirements or other collateral federal income tax consequences although the owner of such OID Bond has not received cash attributable to such original issue discount in such year.

Prospective purchasers of OID Bonds should consult their own tax advisors with respect to the precise determination for Federal income tax purposes of the original issue discount accrued upon sale or redemption of such OID Bonds (including OID Bonds not purchased in the initial offering at their issue price) and with respect to state and local tax consequences of owning OID Bonds.

Bond Premium. In general, a 2019 Bond purchased at a price (excluding accrued interest) producing a tax basis in excess of the principal amount payable at maturity is a "Premium Bond" and the amount of the excess constitutes the "Bond Premium" on the Premium Bond. Under the Code, the Bond Premium is amortized based on the owner's yield over the remaining term of the Premium Bond (or, in the case of certain callable Premium Bonds, to an earlier call date that results in a lowest yield on the Premium Bond). The owner of a Premium Bond must amortize the Bond Premium by offsetting the qualified stated interest allocable to each interest accrual period against the Bond Premium allocable to that period. No deduction is allowed for such amortization of Bond Premium and the owner is required to decrease the adjusted basis in the Premium Bond by the amount of the amortizable Bond Premium properly allocable to the owner.

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Prospective purchasers of any Premium Bond should consult their own tax advisors regarding the treatment of Bond Premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, sale, exchange, or other disposition of, and amortization of Bond Premium on, such Premium Bond.

Certain Collateral Federal Tax Consequences. The following is a brief discussion of certain collateral Federal income tax matters with respect to the 2019 Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner thereof. Prospective purchasers of the 2019 Bonds, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning or disposing of the 2019 Bonds.

Prospective purchasers of the 2019 Bonds should be aware that the ownership of tax-exempt obligations may result in collateral Federal income tax consequences to certain taxpayers including, without limitation, financial institutions, certain insurance companies, certain corporations (including S corporations and foreign corporations), certain foreign corporations subject to the "branch profits tax," individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations and taxpayers attempting to qualify for the earned income tax credit.

Information Reporting and Backup Withholding. Prospective purchasers should be aware that the interest on the 2019 Bonds is subject to information reporting to the IRS in a manner similar to interest paid on taxable obligations. In addition, interest on the 2019 Bonds may be subject to backup withholding if the interest is paid to an owner who or which (i) is not an "exempt recipient" and (ii) (A) fails to furnish an accurate U.S. taxpayer identification number in the manner required, (B) has been notified of a failure to report all interest and dividends required to be shown on Federal income tax returns or (C) fails to certify under penalty of perjury that the owner is not subject to withholding. Individuals generally are not exempt recipients, although corporations and other entities generally are.

The reporting and backup withholding requirements do not in and of themselves affect the excludability of interest on the 2019 Bonds from gross income for Federal income tax purposes, and amounts withheld under the backup withholding rules may be refunded or credited against the owner's Federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Effects of Future Enforcement, Regulatory and Legislative Actions. The IRS has established a program to audit tax-exempt obligations to determine whether the interest thereon is includible in gross income for Federal income tax purposes. If the IRS does audit the 2019 Bonds, the IRS will, under its current procedures, treat the District as the taxpayer. As such, the beneficial owners of the 2019 Bonds will have only limited rights, if any, to participate in the audit or any administrative or judicial review or appeal thereof. Any action of the IRS, including but not limited to the selection of the 2019 Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may affect the marketability or market value of the 2019 Bonds.

Legislation affecting tax-exempt obligations is regularly considered by the U.S. Congress and various state legislatures. Such legislation may effect changes in Federal or state income tax rates and the application of Federal or state income tax laws (including the substitution of another type of tax), or may repeal or reduce the benefit of the excludability of interest on the tax-exempt obligations from gross income for Federal or state income tax purposes.

The Treasury and the IRS are continuously drafting regulations to interpret and apply the provisions of the Code and court proceedings may be filed the outcome of which could modify the Federal or state tax treatment of tax-exempt obligations. There can be no assurance that legislation

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proposed or enacted after the date of issue of the 2019 Bonds, regulatory interpretation of the Code or actions by a court involving either the 2019 Bonds or other tax-exempt obligations will not have an adverse effect on the 2019 Bonds' Federal or state tax status, marketability or market price or on the economic value of the tax-exempt status of the interest on the 2019 Bonds.

Prospective purchasers of the 2019 Bonds should consult their own tax advisors regarding the potential consequences of any such pending or proposed Federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Opinion of Bond Counsel – State Tax Exemption. In the opinion of Bond Counsel, under existing law of the State of Florida, the 2019 Bonds and the interest paid thereon are exempt from all taxes imposed by the State of Florida, except as to estate taxes, if any, and taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein.

Interest on the 2019 Bonds may be subject to state and local taxes in jurisdictions other than the State of Florida under applicable state or local laws. Prospective purchasers of the 2019 Bonds should consult their own tax advisors regarding the taxable status of the 2019 Bonds in a particular state or local jurisdiction other than the State of Florida.

AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder, including the 2019 Bonds, that it will not limit or alter the rights of the issuer of such bonds, including the District, 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.

LEGALITY FOR INVESTMENT

The Act provides that the 2019 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities that may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.

SUITABILITY FOR INVESTMENT

In accordance with applicable provisions of Florida law, the 2019 Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for the 2019 Bonds. Investment in the 2019 Bonds poses certain economic risks. No dealer, broker, salesperson 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 Limited Offering Memorandum.

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ENFORCEABILITY OF REMEDIES

The remedies available to the owners of the 2019 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the 2019 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2019 Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors and enacted before or after such delivery.

FINANCIAL INFORMATION

This District will covenant in the Continuing Disclosure Agreement, the form of which is set forth in APPENDIX E hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX E, commencing with the audit for the District fiscal year ended September 30, 2019. Attached hereto as APPENDIX D is a copy of the District's most recent audited financial statements for the District's fiscal years ended September 30, 2018 and September 30, 2017. Two years of financial statements have been included as required by Florida Administrative Rule 69W-400.003(h), due to certain non-payments of principal and interest to bondholders to with respect to the Prior Defaulted Bonds. See "THE DISTRICT" herein. Such audited financial statements, including the auditor's report included within the audited financial statements, have been included in this Limited Offering Memorandum as publicly available documents and consent from the auditor was not requested. Further, the auditors have not performed any services related to, and therefore are not associated with, the preparation of this Limited Offering Memorandum. The 2019 Bonds are not general obligation bonds of the District and are payable solely from the 2019 Pledged Revenues.

Beginning October 1, 2015, or by the end of the first full fiscal year after its creation, each community development district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S., including, without limitation, the district's proposed and final budgets and audit. Additional information regarding the District's website is available from the District Manager at the address set forth under "THE DISTRICT – The District Manager and Other Consultants."

LITIGATION

There is no litigation of any nature now pending or, to the knowledge of the District threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the 2019 Bonds, or in any way contesting or affecting (i) the validity of the 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the 2019 Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Proceedings.

The District has been and remains a party to various legal proceedings relating to certain of its Prior Defaulted Bonds, including the Refunded Bonds. The District has entered into a settlement that provides that the existing litigation will be dismissed and all claims asserted will be released upon the issuance of the Series 2019 Bonds. See "THE DISTRICT – Previous and Existing Bond Defaults and Related Litigation" herein for additional information.

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NO RATING

No application for a rating of the 2019 Bonds has been made to any rating agency, nor is there any reason to believe that an investment grade rating for the 2019 Bonds would have been obtained if application had been made.

VERIFICATION

The accuracy of the mathematical computations of the adequacy of the moneys needed to pay principal of, redemption premium, if any, and interest on the Refunded Bonds on the redemption date will be verified by Causey Demgen & Moore P.C., independent certified public accountants.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private business).

The District's Prior Defaulted Bonds have been in default as to principal and interest. See "THE DISTRICT – Outstanding Bond Debt" and "THE DISTRICT – Previous and Existing Bond Defaults and Related Litigation" herein for more information.

CONTINUING DISCLOSURE

The District will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement") in the proposed form of APPENDIX E, for the benefit of the 2019 Bondholders (including owners of beneficial interests in the 2019 Bonds), to provide certain financial information and operating data relating to the District by certain dates prescribed in the Disclosure Agreement (the "Reports") with the Municipal Securities Rulemaking Board ("MSRB") through the MSRB's Electronic Municipal Market Access system ("EMMA"). The specific nature of the information to be contained in the Reports is set forth in "APPENDIX E: PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Under certain circumstances, the failure of the District to comply with their obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement would allow the 2019 Bondholders (including owners of beneficial interests in such Bonds), as applicable, to bring an action for specific performance.

The District has previously entered into continuing disclosure undertakings pursuant to Rule 15c2-12, promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), with respect to certain of its Prior Bonds. A review of filings made pursuant to such prior undertakings within the last five years indicates that certain filings were not filed or not timely filed and that notice of such missed or late filings was not always provided. Such filings included certain required annual financial and operating information regarding the District, audited financial statements and notices of non-payment, unscheduled draws on trust accounts, District litigation relating to the Prior Defaulted Bonds, and failure to file notices of late or missed filings. The District has since made corrective filings on EMMA. The District will appoint the District Manager to serve as the Dissemination Agent for the 2019 Bonds. The District fully anticipates satisfying all future disclosure obligations required pursuant to its continuing disclosure undertakings and the Rule.

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UNDERWRITING

FMSbonds, Inc. (the "Underwriter"), has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the 2019 Bonds from the District at a purchase price of $______________ (par amount of the 2019 Bonds, plus an original issue discount of $___________ and less an Underwriter's discount of $____________). The Underwriter's obligations are subject to certain conditions precedent, and the Underwriter will be obligated to purchase all the 2019 Bonds if any 2019 Bonds are purchased.

The Underwriter intends to offer the 2019 Bonds to accredited investors at the offering prices set forth on the inside cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The 2019 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.

CONTINGENT FEES

The District has retained Bond Counsel, District Counsel, the District Manager, the Allocation 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 2019 Bonds. The payment of fees of the professionals is each contingent upon the issuance of the 2019 Bonds.

EXPERTS

AJC Associates, Inc., as the Allocation Consultant, has prepared the 2019 Assessment Allocation Report included herein as APPENDIX C, which report should be read in its entirety for complete information with respect to the subjects discussed therein. The Allocation Consultant has consented to the inclusion of its reports in this Limited Offering Memorandum.

VALIDATION

Bonds issued pursuant to the terms of the Master Indenture have been validated by a judgment of the Circuit Court of the Twentieth Judicial Circuit Court of Florida in and for Collier County, Florida, rendered on February 18, 2003. The period of time during which an appeal can be taken from such judgment has expired without an appeal having been taken.

LEGAL MATTERS

Certain legal matters related to the authorization, sale and delivery of the 2019 Bonds are subject to the approval of McGuireWoods LLP, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel, Woodward, Pires & Lombardo, P.A., Naples, Florida. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A. Tampa, Florida.

Bond Counsel's opinion included herein is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result and is not binding on the Internal Revenue Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

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MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.

The references herein to the 2019 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.

This Limited Offering Memorandum is submitted in connection with the limited offering of the 2019 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the 2019 Bonds.


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AUTHORIZATION AND APPROVAL

The execution and delivery of this Limited Offering Memorandum has been duly authorized by the Board of Supervisors of Fiddler's Creek Community Development District #2.

FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 By: Chairperson, Board of Supervisors

APPENDIX A

COPY OF MASTER INDENTURE AND PROPOSED FORM OF ELEVENTH SUPPLEMENTAL INDENTURE

[THIS PAGE INTENTIONALLY LEFT BLANK]

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MASTER TRUST INDENTURE


TO

SUNTRUST BANK, AS TRUSTEE

Dated as of June 1, 2003

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only as shall not be deemed a part of the Master Trust Indenture.

ARTICLE I DEFINITIONS ................................................................................................. 3

ARTICLE II THE BONDS .................................................................................................. 14 Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8

Issuance of Bonds ............................................................................... 14 General Terms of Bonds ...................................................................... 15 Denomination, Authentication and Dating of Bonds ............................ 16 Execution and Form of Bonds ............................................................. 17 Registration, Transfer and Exchange ................................................... 17 TemporaryBonds ................................................................................ 18 Mutilated, Defaced, Destroyed, Lost or Stolen Bonds .......................... 18 Cancellation ........................................................................................ 19

ARTICLE III REDEMPTION OF BONDS .......................................................................... 19 Section 3.1 Section 3.2 Section 3.3 Section 3.4

Redemption Generally ......................................................................... 19 Bonds Redeemed in Part ...................................................................... 20 Notice of Redemption: Procedure for Selection ................................... 20 Payment of Bonds Called for Redemption ........................................... 21

ARTICLE IV ACQUISITION AND CONSTRUCTION FUND .......................................... 21 Section 4.1 Deposit of Funds ................................................................................. 21 Section 4.2 Series Acquisition and Construction Account.. .................................... 22 Section 4.3 Payments From Series Acquisition and Construction Account ............. 22 Section 4.4 Disposition of Balances in the Series Acquisition and Construction

Account ............................................................................................... 22 Section 4.5 Series Cost ofIssuance Account.. ........................................................ 23

ARTICLE V ESTABLISHMENT OF SERIES ACCOUNTS AND APPLICATION THEREOF ..................................................................................................... 23

Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 Section 5.10

Limited Obligations ............................................................................. 23 Series Revenue Account ...................................................................... 23 Series Interest Account ........................................................................ 24 Series Bond Sinking Fund Account. .................................................... 24 Series Reserve Account ....................................................................... 25 Series Rebate Account ......................................................................... 25 Series Redemption Account ................................................................. 25 Payment to District .............................................................................. 25 Investment of Funds ............................................................................ 26 Trust Funds ......................................................................................... 26

ARTICLE VI THE TRUSTEE .............................................................................................. 27 Section 6.1 Certain Duties and Responsibilities ..................................................... 27

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Notice of Defaults ............................................................................... 28 Certain Rights of Trustee ..................................................................... 28 Not Responsible for Recitals or Issuance of Bonds .............................. 29 May Hold Bonds ................................................................................. 29 Money Held in Trust. .......................................................................... 29 Compensation and Reimbursement ...................................................... 29 Corporate Trustee Required: Eligibility ............................................... 30 Resignation and Removal: Appointment of Successor. ........................ 30 Acceptance of Appointment by Successor ........................................... 31 Merger or Consolidation ...................................................................... 32

ARTICLE VII COVENANTS AND REPRESENTATIONS ................................................. 32 Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 Section 7.10 Section 7.11 Section 7.12 Section 7.13 Section 7.14 Section 7.15

Payment of Bonds .............................. , ................................................ 32 Further Assurance ............................................................................... 32 Power to Issue Bonds and Create a Lien .............................................. 32 Power to Undertake Series Projects and to Collect Pledged Revenues. 33 Sale of Series Projects ......................................................................... 33 Series Accounts and Reports ............................................................... 34 Arbitrage and Other Tax Covenants ..................................................... 34 Enforcement of Series Assessments ..................................................... 34 Method of Collection of Series Assessments ....................................... 34 Delinquent Series Assessments ............................................................ 35 Deposit of Proceeds from Sale of Tax Certificates ............................... 35 Sale of Tax Deed or Foreclosure of Assessment .................................. 36 Other Obligations Payable from Series Assessments ............................ 36 Reassessments ..................................................................................... 36 Completion and Maintenance of Series Projects .................................. 37

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ................................................... 37 Section 8.1 Section 8.2


Extension ofInterest Payment ............................................................. 37 Events of Default. Each of the following events is hereby declared an Event of Default with respect to a Series of Bonds: ............................. 37 Acceleration of Maturities of Bonds of a Series ................................... 38 Enforcement of Remedies .................................................................... 38 Application of Funds ........................................................................... 39 Effect of Discontinuance of Proceedings ............................................. 40 Restriction on Individual Holder Actions ............................................. 40 No Remedy Exclusive ......................................................................... 40 Delay Not a Waiver ............................................................................. 41 Right to Enforce Payment of Bonds ..................................................... 41 No Cross Default Among Series .......................................................... 41 Waiver of Past Defaults ....................................................................... 41

ARTICLE IX SUPPLEMENTAL INDENTURES ............................................................... .41 Section 9.1 Section 9.2 Section 9.3

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Supplemental Indentures Without Consent of Holders ......................... 41 Supplemental Indentures With Consent of Holders .............................. 42 Opinion of Bond Counsel With Respect to Supplemental Indenture ..... 43

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Section 9.4 Section 9.5 Section 9.6

Execution of Supplemental Indentures ................................................. 43 Effect of Supplemental Indentures ....................................................... 44 Reference in Bonds to Supplemental Indentures .................................. 44

ARTICLE X DEFEASANCE ............................................................................................ 44 Section 10.1

Section 10.2 Section 10.3

Defeasance and Discharge of the Lien of this Indenture and Supplemental Indentures ..................................................................... 44 Moneys Held in Trust .......................................................................... 45 Return of Unclaimed Moneys .............................................................. 45

ARTICLE XI MISCELLANEOUS ....................................................................................... 45 Section 11.1 Section 11.2 Section 11.3 Section 11.4 Section 11.5 Section 11. 6 Section 11.7 Section 11.8 Section 11. 9 Section 11.1 0

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Immunity of Supervisors ..................................................................... 45 Act of Holders ..................................................................................... 45 Notice to the District and the Trustee ................................................... 46 Notice to the Holders ........................................................................... 46 Effect of Headlines and Table ofContents .......................................... .47 Successors and Assigns ....................................................................... 47 Separability Clause .............................................................................. 47 Benefits ofIndenture ........................................................................... 47 Governing Law ................................................................................... 47 Legal Holidays .................................................................................... 47

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TillS MASTER TRUST INDENTURE, dated as of June 1, 2003, by and between FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT #2, a community development district organized and existing under the laws of the State of Florida (the "District"), and SUNTRUST BANK, as trustee, a state bank organized under the laws of Georgia (the "Trustee")'

RECITALS OF THE DISTRICT:

The District is a community development district duly organized, established and existing under the Community Development District Act (as hereinafter defined), for the purpose, among other things, of financing and managing the acquisition, construction, maintenance, and operation of the infrastructure within the boundaries of the District.

The District has the power and authority under the Community Development District Act to issue special assessment bonds and revenue bonds to fmance the cost of acquiring and constructing assessable improvements and to levy and collect lienable special assessments, and non-lienable user charges and fees therefor.

The District has determined that the planning, acquisition, construction, equipping, installation and/or improvement of the Series Projects (as hereinafter defined) are 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 the District Land (as hereinafter defined).

The District has duly authorized the creation, execution and delivery from time to time of its bonds of substantially the tenor hereinafter provided (the "Bonds"), issuable in one or more series; and, to secure the Bonds and to provide for their authentication and delivery by the Trustee, the District has duly authorized the execution and delivery of this Indenture.

All things have been done which are necessary to make the Bonds, when issued, executed and delivered by the District and authenticated and delivered by the Trustee hereunder, the valid obligations of the District, and to make this Indenture and the Bonds a valid agreement by the District in accordance with the terms thereof

NOW, THEREFORE, TillS INDENTURE WITNESSETH:

GRANTING CLAUSES

That the District, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds ofa Series (as hereinafter defined) issued hereunder according to their tenor, purport and effect and to secure the performance and observance by the District of all of the covenants expressed or implied herein, in the Supplemental Indenture (as hereinafter defined) authorizing the issuance of such Bonds and in such Bonds contained and in order to declare the terms and conditions upon which such Bonds and any coupons of interest appertaining thereto are issued, authenticated, delivered, secured and accepted by all persons who shall from time to time become holders thereof, and for and in consideration of the mutual covenants herein contained, ofthe acceptance by the Trustee of the trust created hereby, and the purchase and acceptance of such Bonds by the holders or obligees thereof, the District, does

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hereby assign, pledge and grant a security interest in the following (herein called the "Series Trust Estate") to the Trustee, and its successors in trust, and their successors and assigns forever:

All of right, title and interest of the District in, to and under all of the Series Pledged Revenues (as hereinafter defined), the Series Pledged Funds (as hereinafter defined) and 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, mortgaged, granted or delivered to, or deposited with, the Trustee as security for such Bonds issued pursuant to this Indenture and such Supplemental Indenture by the District or which pursuant to any of the provisions hereof or of such Supplemental Indenture may come into the possession or control of the Trustee or of a lawfully appointed receiver.

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, unless otherwise provided in the Supplemental Indenture relating to a Series the Series Trust Estate established and held hereunder for Bonds of such Series shall secure solely such Bonds and shall be held separate and in trust solely for the benefit of the Holders (as hereinafter defined) of the Bonds of such Series, additional Bonds of such Series and other obligations issued expressly on parity therewith and shall not secure Bonds of any other Series;

TO HAVE AND TO HOLD the Series Trust Estate, whether now owned or held or hereafter acquired, unto the Trustee and its successors and assigns 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 Holders of Bonds of such Series, without preference, priority or distinction as to Lien (as hereinafter defined) or otherwise, of any Bond of such Series over any other Bond of such Series, (b) for enforcement of the payment of such Bonds, in accordance with their terms and the terms of this and the Supplemental Indenture authorizing the issuance of such Bonds, and all other sums payable hereunder, under such Supplemental Indenture or on such Bonds, and (c) for the enforcement of and compliance with the obligations, covenants and conditions of this Indenture except as otherwise expressly provided herein, as if all the Bonds at any time Outstanding (as hereinafter defined) had been authenticated, executed and delivered simultaneously with the execution and delivery of this Indenture, all as herein set forth.

AND IT IS HEREBY MUTUALLY COVENANTED AND AGREED (a) that this Indenture creates a continuing Lien equally and ratably to secure the payment in full ofthe 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 Series Trust Estate shall immediately ·be subj ect to the Lien of this pledge and assignment without any physical delivery thereof or further act, (c) that the Lien of this pledge and assignment shall be a first Lien superior in dignity to all Liens. other than Liens securing state, county, school district and municipal taxes 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 such Bonds are to be issued, authenticated and delivered, and that the Series Trust Estate is to be held, dealt with, and disposed of by the Trustee, upon and subject to

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the terms, covenants, conditions, uses, agreements and tmsts set forth in this Indenture, and the District hereby covenants and agrees to and with the Tmstee, for the equal and proportionate benefit of the respective Holders from time to time of the Bonds of each respective Series, as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Indenture, except as otherwise expressly provided herein or in a Supplemental Indenture or unless the context otherwise requires:

The terms defmed in this Article have the meanings given to them in this Article and include the plural as well as the singular.

All references in this instmment to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instmment as originally executed.

The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

"Accountant" shall mean the independent certified public accountant or independent certified public accounting firm retained by the District to perform duties pursuant to this Indenture. .

"Accountant's Certificate" shall mean a certificate signed by the Accountant.

"Accreted Value" shall mean, as of the date of computation with respect to any Capital Appreciation Bonds, an amount (rounded up to three decimal places) equal to the original principal amount of such Capital Appreciation Bonds at the date of issuance plus the interest accmed on such Bonds from the date of issuance to the date of computation, at the rate of interest per annum of such Bonds (or in accordance with a table of compound accreted values set forth in such Bonds), compounded semi-annually. 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.

"Act" when used with respect to a Holder shall have the meaning given to such term in Section 11.2.

"Acquisition Agreement" shall mean that certain Project Improvement Acquisition Agreement, dated as of , between the District and 951 Land Holdings, Ltd., DY Land Associates, Ltd. and GB Peninsula, Ltd.

"Additional Series Project" shall mean any additions, extensions, improvements and betterments to and reconstmctions of a Series Project to be financed, in whole or in part, from the proceeds of Bonds.

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"Assessment Proceedings" shall mean, with respect to a Series of Bonds, the proceedings of the District with respect to the establishment, levy and collection of the related Series Assessments.

"Authorized Representative" shall mean any person authorized by the District in writing directed to the Trustee to perform the act or sign the document in question.

"Bond Counsel" shall mean an 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 have the meaning given to such term in Section 2.5.

"Bond Year" shall mean, unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, the period commencing on the first day of May in each year and ending on the last day of April of the following year.

"Bonds" shall have the meaning stated in the fourth recital ofthis instrument and more particularly includes any Bond authenticated and delivered hereunder.

"Business Day" shall mean any day excluding Saturday, Sunday or any other day on which banking institutions in the cities in which the Corporate Trust Office of the Trustee or the principal office of the Paying Agent, if any, are located are authorized or obligated by law or other governmental action to close.

"Capital Appreciation Bonds" shall mean Bonds issued hereunder as to which interest is payable only at the maturity or earlier redemption thereof.

"Capitalized Interest" shall mean, with respect to a Series of Bonds, interest due with respect to such Series for a period not exceeding three years to be funded from the proceeds of such Series.

"Certificate," "Statement," "Request," and "Order" of the District shall mean, respectively, a written certificate, statement, request or order signed in the name of the District by an Authorized Representative.

"Chairman" shall mean the Chairman or Vice Chairman of the Governing Body of the District 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 thereto, and the regulations promulgated thereunder.

"Collection Agreement" shall have the meaning given to such term in Section 7.9.

"Community Development District Act" shall mean the Uniform Community Development District Act of 1980, being Chapter 190, Florida Statutes, as amended.

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"Consulting Engineers" shall mean, with respect to a Series and the related Series Project, Hole, Montes, Inc. any other engineering firm selected by the District having a favorable reputation for skill and experience in performing the duties imposed upon it.

"Corporate Trust Office" means the principal office of the Trustee at which at any particular time its trust business shall be principally administered.

"Cost" shall mean, with respect to a Series Project or Additional Series Project, all costs, obligations and expenses incurred in connection therewith, including (without intending by such enumeration to exclude any proper item of cost permitted to be incurred under the Act, other applicable provisions of Florida law, or this Indenture), the following items:

(a) All Costs ofIssuance.

(b) Any interest accruing on such Bonds from their date tluough the first interest Payment Date received from the proceeds of the Bonds and Capitalized Interest as may be authorized or provided for by the Supplemental Indenture related to such Series of Bonds. Notwithstanding the deposit of Capitalized Interest into the related Series Interest Account, Capitalized Interest shall also include any amount directed by the District to the Trustee in writing to be withdrawn from the related Series Acquisition and Construction Account and deposited into such Series Interest Account, provided that such direction includes a certification that such amount represents earnings on amounts on deposit in the related Series Acquisition and Construction Account and that, after such deposit, the amount on deposit in such Series Acquisition and Construction Account, together with earnings thereon :will be sufficient to complete the related Series Project which is to be funded from such Series Acquisition and Construction Account.

(c) The costs of acquiring, by purchase or condemnation, all of the land, structures, improvements, rights-of-way, franchises, easements, and other interests in property, whether real or personal, tangible or intangible, which themselves constitute the Series Project or Additional Series Project or which are necessary or convenient to acquire and construct the Series Project or Additional Series Project.

(d) All costs of construction, including, without limitation, all costs incurred for labor and materials, including equipment and fixtures, by contractors, builders, and materiahnen in connection with the acquisition and construction of the Series Project or Additional Series Project.

(e) All legal, architectural, engineering, and consulting fees, as well as all fmancing charges, taxes, insurance and bond premiums and all other costs and expenses not specifically referred to in this Indenture that are incurred in connection with the acquisition and construction ofthe Series Project or Additional Series Project, whether or not provided for in the Act.

"Costs ofIssuance" shall mean, with respect to a Series, all expenses and fees relating to the issuance of such Series, including, without limitation, initial credit and liquidity facility fees and costs, attorneys' fees, underwriting fees and discounts, all fees and expenses (including, without limitation, counsel fees) of the Trustee, the Bond Registrar and the Paying

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Agent, rating agency fees, fees of financial advisors, engineer's fees, administrative expenses of the District, the costs of preparing audits and engineering and feasibility reports, surveys, and studies, and the costs of printing such Bonds and the preliminary and final disclosure documents.

"Date of Completion" shall mean, with respect to a Series Project or Additional Series Project, (i) the date upon which the Series 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 Engineers 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 Engineers, that it cannot complete the Series Project in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the Consulting Engineers of the District filed with the Trustee and the District; provided that in each case such certificate of the Consulting Engineers shall set forth the amount of all Costs of such Series Project or Additional Series Project which has theretofore been incurred, but which on the Date of Completion is or will be unpaid or unreimbursed.

"Debt Service" shall mean, with respect to a Series of Bonds, the principal, interest, and premium, if any, payable with respect to such Bonds.

"Depository" shall mean The Depository Trust Company or any other clearance system selected by the District.

"District" shall mean Fiddler's Creek Community Development District #2, a community development district established pursuant to the Community Development District Act, and any successors and assigns.

"District Land" shall mean all of the land within the boundaries of the District upon which the assessments may be made.

"Event of Default" shall have the meaning given to such term in Section 8.

"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 or such other time as provided for under Florida law and established by the District.

"Governing Body" shall mean the Board of Supervisors of the District.

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

"Holder" or "Holders" shall mean the Person in whose name a Bond is registered on the books of the District kept for such purpose in accordance with the terms hereof.

"Indenture" shall mean this instrument as originally executed or as it may from time to time be amended and supplemented.

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"Investment Obligations" are defined to include any of the following securities, if and to the extent that such securities are legal investments for funds of the District:

(i) Government Obligations;

(ii) obligations of the Government National Mortgage Association (including participation certificates issued by such Association);

(iii) obligations of the Fannie Mae (including participation certificates issued by such Association);

(iv) obligations of Federal Home Loan Banks;

(v) deposits, Federal funds or bankers' acceptances (with terms to maturity of270 days or less) of any bank which has an unsecured, uninsured and unguaranteed obligation rated in one ofthe top two rating categories by both Moody's and S&P;

(vi) commercial paper rated in one of the top two rating categories by both Moody's and S&P;

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

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either (1) maintain Collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days. For the purposes herein, "Collateral" shall mean obligation of the United States of America (the "U.S."), agencies of the U.S., the Fannie Mae, or the Federal Home Loan Mortgage Corporation. Obligations of such entities can be in the form of collateralized mortgage obligations ("CMO's"). Any repurchase agreement entered into pursuant to this Indenture shall contain the following additional provisions:

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(A) Failure to maintain the requisite Collateral percentage will require the District or the Trustee to liquidate the Collateral as provided above;

(B) The Holder of the Collateral shall have possession of the Collateral or the Collateral shall have been transferred to the Holder of the Collatera~ in accordance with applicable state and federal laws (other than by mean of entries on the transferor's books);

(C) The repurchase agreement shall state that the Holder of the Collateral has a perfected first priority security interest in the Collateral, any substituted Collateral and all proceeds thereof (in the case ofbearer securities, this means the Holder of the Collateral is in possession);

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

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

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

(G) The term of the repurchase agreement shall be no longer than one year, or, if payable upon demand, five years;

(H) The interest with respect to the repurchase transaction shall be payable no less frequently than semi-annually;

-8-A-3

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

(J) Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the Beneficial Owners under the Uniform Co=ercial Code ofPlorida, or book-entry procedures prescribed at 31 C.P.R. 306.1 et seq. or 31 c.P.R. 350.0 et seq. are created for the benefit of the Beneficial Owners; and

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

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

(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 obligation of any corporation organized under the laws ofthe 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 highest ratings by both Moody's and S&P or in one of the two highest categories by either S&P or Moody's; and

(xii) Investment agreements with a bank, insurance company or other fmancial institution, or the subsidiary of a bank, insurance company or other fmancial 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 (ifthe term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claim paying ability) rated by at least two national rating agencies with a minimum rating of A2, AA or AA by Moody's, S&P or Pitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided;

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(A) interest is paid at least semiannually at a fixed rate (subject to adjustments for yield restriction 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 days' notice;

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

(D) in the event of a suspension, withdrawal, or downgrade below the minimum rating specified above, within 10 days, the investment agreement provider will either (a) deliver to the Trustee collateral (level and type of collateral to meet published ratings agencies guidelines for an investment grade) or (b) repay the principal of an accrued but unpaid interest on the investment.

(xiii) bonds, notes an 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 highest ratings by Moody's and S&P or in one of the two highest categories by either S&P or Moody's;

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

(xv) any other investments permitted under applicable Florida law, other than annuity and other guaranteed investment contracts to the extent not includible in the foregoing types of permitted investments.

"Lien" means any mortgage, pledge, security interest, deed of trust, assignment, title retention, hypothecation, lien, charge, claim or other encumbrance on or with respect to, or any preferential arrangement having the practical effect of constituting a security interest with respect to the payment of any obligation with or from the proceeds oJ; any asset or revenue of any kind.

"Maintenance Special Assessments" shall mean non-ad valorem special assessments levied and collected pursuant to Section 190.021(3) of the Community Development District Act for benefits with respect to projects undertaken by the District.

"Maximum Annual Debt Service Requirement" shall mean, at any given time of determination, the maximum amount of Debt Service coming due in any current or future Bond Year with regard to the Bonds for which such determination is made; provided, however, that in the case of any Bonds for which a sinking fund has been established, the principal due thereon shall be deemed to mature in each year in which payment is required to be made into such sinking fund in the amount of such payment. With respect to Variable Rate Bonds, the

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maximum amount of Debt Service shall be determined on the assumption that interest will accrue on such Bonds at a rate per annum equal to the greater of 110% of the average daily rate of interest borne by such Bonds during the Fiscal Year preceding the date of computation and the current rate of interest borne by such Bonds on such date.

"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, and, if such corporation no longer performs the functions 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.

"NRMSIR" shall mean Bloomberg Municipal Depository, or such other nationally recognized municipal securities information repository approved by the Securities and Exchange Commission as the District may select for the purpose of filing reports, and any state information depository established for the State of Florida.

"Outstanding," shall mean, as of a particular date and with respect to a Series of Bonds, all Bonds of such Series theretofore authenticated and delivered under this Indenture, except:

(i) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Bonds (or portions of Bonds) for the payment or redemption of which money, equal to the principal amount or redemption price thereof, as the case may be, with interest to the date of maturity or redemption date, has been theretofore deposited with the Trustee for the Holders thereof; provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made;

(iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to this Indenture; and

(iv) Bonds paid or deemed to have been paid as provided in this Indenture.

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.

"Paying Agent" shall mean any Person authorized by the Dis~rict to pay the principal of (and premium, if any) or interest on any Bonds on behalf ofthe District.

"Payment Date" shall mean, with respect to a Series of Bonds, the stated maturity of an installment of interest or principal on such Bonds.

"Person" shall mean a natural person, firm, trust, association, partnership, joint venture, corporation, trust or any government or political subdivision or any agency, department or instrumentality thereof.

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"Prepayments" shall mean any Series Assessments, or portions thereof, which are paid to the District prior to the time such Series Assessments become due.

"Property Appraiser" shall mean the Property Appraiser in and for Collier County, Florida, or the Person succeeding to its principal functions.

"Rebate Amount" shall mean the amount, if any, required to be rebated to the United States of America pursuant to Section 14S(f) of the Code.

"Rebate Analyst" shall mean the person, if any, selected by the District to calculate the Rebate Amount, which Person shall either be a firm of attorneys or independent certified public accountants with expertise in the calculation of the Rebate Amount.

"Record Date" shall mean the 15th day of the calendar month next preceding any Payment Date or, in the case of any proposed redemption of Bonds, the fifth 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.

"Responsible Officer", when used with respect to the Trustee, means any Managing Director, Vice President, Assistant Vice President, Assistant Secretary, Assistant Treasurer, or trust or other officer of the Corporate Trust and Agency Group of the Trustee in Orlando, Florida, or any successor thereto, regularly engaged in the performance of corporate trust functions.

"S&P" shall mean Standard & Poor's Corporation, a corporation organized and existing under the laws of the State of New York, and its successors and its assigns, and, if such corporation 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.

"Series" shall mean all of the Bonds authenticated and delivered on original issuance under and pursuant to a Supplemental Indenture and any Bonds thereafter authenticated and delivered in lieu of or in substitution therefor regardless of variations in maturity, interest rate or other provisions; provided, however, that 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 Accounts" shall mean, with respect to a Series of Bonds, all accounts created pursuant hereto and the Supplemental Indenture relating to such Series, except the Series Rebate Account, and all proceeds deposited or required to be deposited therein.

"Series Acquisition and Construction Account" shall have the meaning given to such term in Section 4.2.

"Series Assessments" shall mean, with respect to a Series of Bonds, those nonad valorem special assessments levied and collected by or on behalf of the District to repay and secure such Series, together with any and all amounts received by the District from the sale of

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tax certificates or otherwise from the collection of delinquent Series Assessments and any applicable interest and penalties collected by or on behalf of the District.

"Series Bond Sinking Fund Account" shall have the meaning given to such term in Section 5.4.

"Series Cost ofIssuance Account" shall have the meaning given to such term in Section 4.5.

"Series Interest Account" shall have the meaning given to such term in Section 5.3.

"Series Optional Redemption Subaccount" shall have the meaning given to such term in Section 5.7.

"Series Pledged Funds" shall mean, with respect to a Series of Bonds, all amounts on deposit from time to time in the Series Accounts established in respect of such Series as pledged to secure the repayment of such Bonds; provided, however, that such term shall not include any amounts on deposit in a Series Rebate Account.

"Series Pledged Revenues" shall mean, with respect to a Series of Bonds, the Series Assessments designated in the Supplemental Indenture relating to such Series as pledged to secure the repayment of Bonds.

"Series Prepayment Subaccount" shall have the meaning given to such term in Section 5.7.

"Series Project" or "Series Projects" shall mean the planning, acquisition, construction, equipping, installation and/or improvement of capital projects on the District Land for the benefit of the District to be financed with all or a part of the proceeds of a Series of Bonds as shall be described in the Supplemental Indenture relating to such Series.

"Series Rebate Account" shall have the meaning given to such term in Section 5.6.

"Series Redemption Account" shall have the meaning given to such term in Section 5.7.

"Series Reserve Account" shall have the meaning given to such term in Section 5.5.

"Series Reserve Account Requirement" shall mean, with respect to a Series of Bonds and, unless otherwise provided in the Supplemental Indenture relating to such Series, as of any date of calculation for a particular Series Reserve Account, an amount equal to the least of: (A) the 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) the lesser of (x) the aggregate of 10% of the proceeds of the Bonds of such Series on original issuance thereof or (y) the principal amount of the Bonds of such Series then outstanding. In

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computing the Series Reserve Account Requirement in respect of any Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater of 110% of the average daily rate of interest borne by such Bonds during the Fiscal Year preceding the date of computation, or such shorter period of time as such Series shall have been Outstanding, and the current rate of interest borne by such Bonds on such date; provided, however, that in no event shall the Series Reserve Account Requirement as adjusted on such date of calculation exceed the lesser of the amounts specified in the immediately preceding sentence.

"Series Revenue Account" shall have the meaning given to such term in Section 5.2.

"Series Trust Estate" shall have the meaning given to such term in the recitals hereto, and shall include the Series Pledged Revenues and the Series Pledged Funds.

"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 supplemental hereto entered into for the purpose of amending the terms and provisions hereof with respect to all Bonds in accordance with Article IX.

"Taxable Bonds" shall mean Bonds of a Series which are not Tax Exempt Bonds.

"Tax Collector" shall mean the Tax Collector in and for Collier County, Florida, or the Person succeeding to its 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 United States Federal income tax purposes.

"Trustee" shall mean the Person so designated in the first paragraph of this Indenture, until a successor shall have become appointed pursuant hereto, and thereafter "Trustee" shall mean such successor Trustee.

"Variable Rate Bonds" shall mean Bonds with a variable, adjustable, convertible or other similar interest rate which is not fixed in percentage for the entire term thereof on the date of issue.

ARTICLE II

THE BONDS

Section 2.1 Issuance of Bonds. The aggregate principal amount of Bonds which may be authenticated and delivered under this Indenture is not limited. The District may issue Bonds in one or more Series for the purpose of: (i) paying all or part of the Cost (including the Costs ofIssuance) of a Series Project or Series Projects; (ii) refunding an Outstanding Series of Bonds or any portion thereof; and (iii) depositing the Series Reserve Account Requirement to the Series Reserve Account for such Series of Bonds. The District may also issue from time to

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time additional Bonds of a Series, whether or not ranking on a parity with all Bonds of such Series, under and pursuant to the terms of a Supplemental Indenture.

Section 2.2 General Terms of Bonds. The terms and conditions listed below, as applicable, of any Series of Bonds shall be established in a Supplemental Indenture:

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(1) the title of the Bonds of the Series (which shall distinguish such Bonds from Bonds of all other Series);

(2) any limit upon the aggregate principal amount of such Bonds which may be authenticated and delivered under this Indenture and such Supplemental Indenture;

(3) the date or dates on which the principal and premium, if any, of such Bonds are payable;

(4) the rate or rates at which such Bonds shall bear interest, if any, or the formula by which interest shall be calculated, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, if other than the Record Date, the Record Dates for the determination of Holders thereof to whom interest is payable;

(5) the place or places where the principal of, and premium, if any, and any interest on such Bonds shall be payable;

(6) the price or prices at which, the period or periods within which and the terms and conditions upon which such Bonds may be redeemed, in whole or in part, at the option of the District, pursuant to any sinking fund or otherwise;

(7) the obligation, if any, of the District to redeem, purchase or repay Bonds pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which such Bonds shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(8) except as set forth in Section 2.3 with respect to initial purchasers, if other than denominations of $5,000 and any integral multiple of $5,000 in excess thereof, the denominations in which such Bonds shall be issuable;

(9) if other than the principal amount at stated maturity thereof, the portion of the principal amount of such Bonds which shall be payable upon declaration of acceleration of the maturity thereof;

(10) any Events of Default with respect to such Bonds, ifnot set forth herein; and

(11) any other terms of the Series.

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All Bonds of a Series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of actual time or times of authentication and delivery or maturity of such Bonds. All Bonds of a Series shall be substantially identical except as to denomination and except as may otherwise be provided in the applicable Supplemental Indenture.

Except as otherwise specified in the applicable Supplemental Indenture, interest on Bonds of a Series shall be paid to the Person in whose name such Bonds are registered at the close of business on the Record Date, and such interest shall be calculated on the basis of a 360-day year of twelve 30-day months.

Section 2.3 Denomination, Authentication and Dating of Bonds. Unless otherwise provided in the applicable Supplemental Indenture, the Bonds of each Series shall be issued in book entry form in denominations of$5,000 and any integral multiple of$5,000 in excess thereof; provided however, that the Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $1 00, 000 or integral multiples of $5,000 in excess of$100,000. Each Bond shall be dated as of the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the District may deliver Bonds of any Series executed by the District to the Trustee for authentication. Except as otherwise provided in this Article II, the Trustee shall authenticate and deliver the Bonds of such Series to or upon the Order of the District upon receipt of:

(a) an executed and attested original or certified coPY of this Indenture;

(b) 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 the terms and conditions of such Series of Bonds;

(c) a copy, duly certified by an Authorized Representative, of the resolutions of the District theretofore adopted and approved authorizing the execution and delivery of such Supplemental Indenture and the issuance and sale of such Series of Bonds;

(d) an opinion of counsel for the District to the effect that this Indenture and the Supplemental Indenture relating to such Series of Bonds have been duly and validly authorized, executed and delivered, that the issuance of such Series of Bonds has been duly authorized, and this Indenture and such Supplemental Indenture are valid and binding obligations of the District, enforceable against the District in accordance with their respective terms except as enforcement thereof may be affected by bankruptcy and other similar laws relating to creditor's rights generally or general principles of equity;

(e) an opinion of Bond Counsel for the District to the effect that the Bonds of such Series are valid, binding and enforceable obligations of the District and, if such Series of Bonds are not Taxable Bonds, that interest thereon is excludable from gross income of the Holders under the Federal income tax laws of the United States in effect on the date such Series of Bonds is delivered to their initial purchasers;

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(f) a Request of the District to the Trustee to authenticate and deliver such Series of Bonds;

(g) a Certificate ofthe District to the effect that, upon the authentication and delivery of such Series of Bonds, and after giving effect to their issuance, there shall exist no Event of Default under the Indenture;

. (h) a copy, duly certified by an Authorized Representative, of the Assessment Proceedings relating to such Series;

(i) a copy, duly certified by an Authorized Representative, of the final judgment validating such Series of Bonds, if required, and a Certificate of the District confirming that no appeal was taken with respect thereto or, if taken, the judgment was affirmed; and

G) a certificate, duly executed, from the Consulting Engineers setting forth the Cost ofthe related Series Project.

Section 2.4 Execution and Form of Bonds. The Bonds shall be signed in the name and on behalf of the District, manually or by facsimile by the Chairman, and by the Secretary of the District, and the certificate of authentication appearing on the face of the Bonds shall be signed manually by the Trustee. The official seal of the District shall be imprinted or impressed on the Bonds. Bonds bearing the manual or facsimile signatures of individuals who were at any time Authorized Representatives shall bind the District, notwithstanding that one or more of such individuals shall have ceased for any reason to hold such office or to be so authorized prior to the authentication and delivery of such Bonds or did not hold such office or authorization at the date of such Bonds. No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication substantially in the form provided for in the Supplemental Indenture relating to such Bonds executed by the Trustee by manual signature of an authorized signatory of the Trustee, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder.

Section 2.5 Registration, Transfer and Exchange. The District shall cause books to be kept at the Corporate Trust Office of the Trustee for the registration and for the transfer of the Bonds as provided in this Indenture. The Trustee is hereby appointed "Bond Registrar."

Upon surrender for transfer of any Bond at the Corporate Trust Office, the District shall execute and the Trustee shall authenticate and deliver in the name of the transferee a new fully registered Bond or Bonds of the same Series. Notwithstanding the foregoing, so long as the Bonds are issued in book entry form, transfers of Bonds may be made only in accordance with the rules of the Depositary.

All Bonds issued upon ariy transfer or exchange of Bonds shall be the valid obligations ofthe District, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such transfer or exchange.

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Every Bond presented or surrendered for transfer, exchange or discharge from registration shall (if so required by the District or the Bond Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the District and the Bond Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration, discharge from registration, transfer or exchange of Bonds, but the District may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, other than exchanges under Section 2.6 not involving any transfer.

The District shall not be required (i) to issue, transfer or exchange any Bond of any Series during a period beginning at the opening of business 15 days before the day of the first mailing of a notice of redemption of Bonds of such Series under Section 3.3 and ending at the close of business on the day of such or mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part, or (iii) to transfer any Bond during a period beginning at the opening of business on any Record Date for such Series and ending at the close of business on the relevant interest Payment Date therefor.

The Holder 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 such Holder or his attorney or legal representative. 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.

Section 2.6 Temporary Bonds. Pending delivery of definitive Bonds, there may be executed, authenticated, and delivered to the Holders 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 and authenticate and deliver, in exchange therefor, at the place designated by the Holder, without expense to the Holder, definitive Bonds of the same Series in an equal aggregate principal amount. Until so exchanged, the temporary Bonds of any Series shall in all respects be entitled to the same benefits of this Indenture and any Supplemental Indenture as the definitive Bonds of such Series to be issued hereunder.

Section 2.7 Mutilated, Defaced, Destroyed, Lost or Stolen Bonds. A mutilated Bond may be surrendered and thereupon the District shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Bond oflike tenor and face amount, bearing a number not contemporaneously outstanding.

If there be delivered to the District and the Trustee:

(i) evidence to their satisfaction of the destruction, loss or theft of any Bond; and

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(ii) such security or indemnity as may be required by them to save each harmless,

then, in the absence of notice to the District or the Trustee that such Bond has been acquired by a bona fide purchaser, the District shall execute and, upon its request, the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Bond, a new Bond of like tenor and face amount, bearing a number not contemporaneously outstanding.

In case any mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the District may payor authorize the payment of such Bond instead of issuing a substitute Bond.

Every substitute Bond issued pursuant to the provisions hereof in lieu of any destroyed, lost or stolen Bond shall constitute an original additional contractual obligation of the District, whether or not the destroyed, lost or stolen Bond shall at any time be enforceable by any Person, and such substitute Bond shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds issued hereunder.

These provisions are exclusive and shall preclude (to the extent lawful) any and all other rights and remedies with respect to the replacement or payment of any mutilated, defaced, destroyed, lost or stolen Bonds.

Section 2.8 Cancellation. All Bonds surrendered for payment or exchange shall, if surrendered to the District or any agent of the District, be cancelled and, in the case of delivery to the Bond Registrar, be delivered to the Trustee and, if not already cancelled shall be promptly cancelled by it. The District may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the District may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section 2.8, except as expressly permitted by this Indenture. All cancelled Bonds shall be disposed of as directed by an Order of the District. The Trustee shall destroy all cancelled Bonds in accordance with the instructions of the District and shall furnish certificates of such destruction to the District stating the serial numbers, dollar value and total number of Bonds destroyed hereunder.

ARTICLE III

REDEMPTION OF BONDS

Section 3.1 Redemption Generally. The District may reserve the right to redeem and pay, prior to stated maturity, all or any part ofthe Bonds of any Series, either by optional redemption, sinking fund or otherwise, by provision therefor in the Supplemental Indenture authorizing the issuance of such Series of Bonds. In case of any redemption at the election of the District ofless than all of the Bonds, the District shall, at least 45 days priorto·the date of redemption fixed by the District (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such date of redemption and of the principal amount of Bonds to be redeemed.

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Unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, ifless than all of the Bonds of anyone maturity of a Series are to be redeemed, the particular Bonds of a Series to be redeemed shall be selected by lot in the manner determined by the Trustee, subject to the reasonable approval of the District. The Trustee shall promptly notify the District in writing of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal thereof which has been or is to be redeemed .

. Section 3.2 Bonds Redeemed in Part. Any Bond which is to be redeemed only in part may, at the option of the Holder, (i) be presented for notation thereon by the Trustee of the payment as of the redemption date ofthe redeemed portion of the face amount thereof, or (ii) be surrendered (with, if the District or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the District and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the District shall execute and the Trustee shall authenticate and deliver to the Holder of such Bond without service charge, a new Bond or Bonds, of any authorized denomination or denominations as requested by such Holder in aggregate face amount equal to the unredeemed portion of the face amount of the Bond so surrendered.

Section 3.3 Notice of Redemption: Procedure for Selection. In case the District shall desire to exercise the right to redeem all or any part of the Bonds of a Series in accordance with their terms, it shall fix a date for redemption and shall.mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to each Holder as of the Record Date of a Bond to be redeemed as a whole or in part at such Holder's address as the same appears on the registry books of the District. If mailed in the manner herein provided, the notice shall be conclusively presumed to have been duly given, whether or not any such Holder receives such notice. Any defect in or failure to give notice to the Holder of any Bond of a Series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Bond of such Series.

Each such notice of redemption shall specify the date fixed for redemption, the redemption price, the place where such Bonds are to be surrendered for payment of the redemption price, which shall be the Corporate Trust Office, that payment will be made upon presentation and surrender of such Bonds and all coupons appertaining thereto, if any, that accrued interest, if any, to the redemption date will be paid as specified in said notice, and that on and after said date, interest thereon or on the portions thereof to be redeemed will cease to accrue. In case the redemption is on account of a sinking fund, such notice shall so specify. If less than all the Outstanding Bonds of a Series are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Bond, a new Bond or Bonds of that Series in the principal amount and stated maturity equal to the umedeemed portion thereof will be issued.

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Any notice of redemption to be mailed by the District pursuant to this Section 3.3 may be mailed, upon Order of the District, by the Trustee in the name and at the expense of the District.

Any required notice of redemption also shall be sent by mail, postage prepaid, to each NRMSIR at the same time as notice is mailed to Holders but neither the failure to send nor any defect in the notice so mailed shall affect the validity of the proceedings for the redemption.

Section 3.4 Payment of Bonds Called for Redemption. Ifnotice ofredemption has been mailed as provided in Section 3.3, the Bonds or portions of Bonds of a Series with respect to which such notice has been mailed shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price (including redemption premium, if any), together with accrued interest to the redemption date and on and after said date (unless the District shall default in the payment of such Bonds at the applicable redemption price, together with accrued interest, if any, to said date) any interest on the Bonds or portions of Bonds of any Series so called for redemption shall cease to accrue, and such Bonds and portions of Bonds of any Series shall be deemed not to be Outstanding hereunder and shall not be entitled to any benefit under this Indenture except to receive payment of the redemption price, together with accrued interest, if any, to the date fixed for redemption On the redemption date specified in the notice of redemption, the District shall deposit with the Trustee or with one or more paying agents an amount of money, in immediately available funds, sufficient to redeem on the redemption date all the Bonds so called for redemption at the applicable redemption price, together with accrued interest, if any, to the date fixed for redemption. On presentation and surrender of such Bonds at a place of payment specified in said notice, the said Bonds or the specified portions thereof shall be paid and redeemed by the District at the applicable redemption price, together with accrued interest, if any, to the date fixed for redemption.

Upon presentation of any Bond redeemed in part only, the District shall execute and the Trustee, upon the Order of the District, shall authenticate and deliver to the Holder thereof, at the expense of the District, a new Bond or Bonds of such Series, of authorized denominations in aggregate principal amount and stated maturity equal to the unredeemed portion of the Bond so presented.

ARTICLE IV

ACQUISITION AND CONSTRUCTION FUND

Section 4.1 Deposit of Funds. The District shall deposit with the Trustee all of the proceeds from the sale of each Series of Bonds (including accrued interest on such Series from the date thereof to the date of their delivery to the purchasers). The Trustee thereupon shall deposit:

(i) the amount received as accrued interest on the Bonds and Capitalized Interest, if any, in the Series Interest Account;

(ii) an amount equal to the Series Reserve Account Requirement in the Series Reserve Account;

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(iii) an amount equal to the Costs ofIssuance relating to such Series in the Series Cost ofIssuance Account; and

(iv) the balance in the Series Acquisition and Construction Account.

Section 4.2 Series Acquisition and Construction Account. The District shall establish with the Trustee, and maintain so long as any of the Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Acquisition and Construction Account"). The District shall pay to the Trustee, for deposit into such Series Acquisition and Construction Account, as promptly as practicable, the following amounts received by it:

(i) the amount set forth in Section 4. I (iv);

(ii) payments made to the District from the sale, lease or other disposition ofthe Series Project or Additional Series Project or any portion thereof;

(iii) the balance of insurance proceeds with respect to the loss or destruction of the Series Project or any portion thereof; and

(iv) such other amounts as may be provided in a Supplemental Indenture.

Moneys on deposit in a Series Acquisition and Construction Account may be invested only in accordance with the provisions of Section 5.9 and the income therefrom shall be credited to such Series Acquisition and Construction Account.

Section 4.3 Payments From Series Acquisition and Construction Account. Moneys on deposit in the Series Acquisition and Construction Account shall be used only to pay the Cost of the Series Project or Additional Series Project upon receipt by the Trustee of a requisition in the form of Exhibit A hereto, signed by an Authorized Representative and a certificate of the Consulting Engineer, duly executed. Upon receipt of such requisition and accompanying engineer's certificate the Trustee shall withdraw from the Series Acquisition and Construction Account and pay to the Person named in such requisition the amount designated therein. The Trustee shall have no duty to investigate the accuracy or validity of the documents delivered pursuant to this Section 4.3. Disbursements from the Series Acquisition and Construction Account shall be made by check, voucher, order, draft, certificate or warrant signed by a Responsible Officer of the Trustee or by wire transfer to an account specified by the payee. All requisitions and engineer's certificates received by the Trustee pursuant to this Section 4.3 shall be retained in the possession of the Trustee, subj ect at all reasonable times to the inspection of the District, the Consulting Engineer, the Holders of any Bonds of the related Series, and the agents and representatives thereof.

Section 4.4 Disposition of Balances in the Series Acquisition and Construction Account. Within 90 days after the Date.of Completion of a Series Project, the District shall cause to be submitted to the Trustee a completion certificate of the Consulting Engineer stating that the Series Project or Additional Series Project has been completed in accordance with the plans and specification therefor. The Trustee shall thereupon transfer the balance in the related Series Acquisition and Construction Account not reserved for the payment of any remaining part

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of the Cost of the Series Project or Additional Series Project to the Series Prepayment Subaccount of the Series Redemption Account, to be used for the purposes set forth for such Series Account in the related Supplemental Indenture of such Series of Bonds.

Section 4.5 Series Cost ofIssuance Account. The District shall establish with the Trustee a separate account in respect of each Series (the "Series Cost oflssuance Account"). The District shall pay to the Trustee, for deposit into such Series Cost oflssuance Account as promptly as practicable, the amount set forth in Section 4.2(iii). Moneys on deposit in the Series Cost of Issuance Account shall be used only to pay the Costs of Issuance relating to such Series upon the Request of the District setting forth in detail the items of cost, together with accomp anying invoices. Any amounts remaining in the Series Cost oflssuance Account after payment of all related Costs oflssuance shall be immediately transferred to the related Series Acquisition and Construction Account upon Request of the District.

ARTICLE V

ESTABLISHMENT OF SERIES ACCOUNTS AND APPLICATION THEREOF

Section 5.1 Limited Obligations. The Bonds of a Series shall be limited and special obligations of the District payable solely from the related Series Trust Estate and shall be a valid claim of the Holders thereof only against such Series Trust Estate. The Bonds shall not constitute a general obligation or indebtedness of the District, the State of Florida, or any political subdivision thereof, within the meaning of the Constitution and laws of Florida. The Bonds shall not constitute either a pledge of the full faith and credit of the District, the State of Florida, or any political subdivision thereof, or a Lien upon any property of the District, the State of Florida, or any political subdivision thereof, other than as provided herein or in the Supplemental Indenture authorizing the issuance of such Bonds. The Bonds shall not, directly or indirectly, obligate the District, the State of Florida, or any political subdivision thereof, to levy any form of taxation therefor or to make any appropriations for their payment other than from the Series Pledged Revenues. No Holder or any other Person shall have the right to compel the exercise of any ad valorem taxing power of the District or of any ad valorem taxing power or non-ad valorem special assessment power of any other public authority or governmental body politic to pay the principal of, or interest, and premium, if any, on the Bonds.

Section 5.2 Series Revenue Account. The District shall establish with the Trustee, and maintain so long as any of the Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Revenue Account"). The District shall assess, levy, collect or cause to be collected the Series Pledged Revenues with respect to such Series in amounts and at times sufficient to pay, when due, the principal of, premium, if any, and interest on such Series. As soon as reasonably practicable, the District shall deposit all Series Pledged Revenues collected (except Prepayments designated by the District as such, in writing) into the related Series Revenue Account and all Prepayments into the related Series Prepayment Subaccount of the Series Redemption Account. On the. Business Day preceding each Payment Date, the Trustee shall withdraw the proceeds in the Series Revenue Account and shall make the following deposits in the following order of priority:

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(i) to the related Series Interest Account, an amount which, together with other amounts then on deposit therein (including Capitalized Interest), if any, will equal the amount of interest payable on the Bonds of such Series on such Payment Date;

(ii) to the related Series Bond Sinking Fund Account, an amount which, together with other amounts then on deposit therein, if any, will equal the amount of principal payable with respect to the Bonds of such Series on such Payment Date, if any;

(iii) to the related Series Reserve Account, an amount which, together with other amounts then on deposit therein, if any, will equal the Series Reserve Account Requirement; and

(iv) to the related Series Rebate Account the Rebate Amount, if any, required to be deposited therein pursuant to the related Supplemental Indenture.

Unless otherwise paid by the District from other moneys and upon Request of the District, the Trustee shall from time to time withdraw from the Series Revenue Account an amount sufficient to pay, and shall pay, the fees and costs of the Trustee, the Bond Registrar and the Paying Agent, as set forth in such Request. Subject to the provisions of Section 6.7, if the amount on deposit in the Series Interest Account, the Series Bond Sinking Fund Account and the Series Prepayment Subaccount of the Series Redemption Account at any time equals the aggregate amount of interest, principal and redemption price, due and payable on the next Payment Date, then any amounts remaining in the Series Revenue Account may, at the option of the District, be applied to pay the operating and administrative costs and expenses of the District; provided however, if the next Payment Date is May 1 '" no amounts may be applied to pay the operating and administrative costs of the District except to the extent that the amount on deposit in the Series Interest Account, the Series Bond Sinking Fund Account and the Series Prepayment Subaccount(s) of the Series Redemption Account after making such payments to the District will be sufficient to pay the aggregate amount of interest, principal and redemption price due and payable on the next November I" Payment Date. Any amounts remaining in the Series Revenue Account after any such application shall be transferred to the Series Prepayment Subaccount of the Series Redemption Account, unless otherwise indicated in the related Supplemental Indenture.

Section 5.3 Trustee, and maintain so long as any of the Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Interest Account"), the proceeds in which shall be transferred by the Trustee to the Paying Agent and used by the Paying Agent to pay, when due, the interest on the Bonds of such Series.

Section 5.4 Series Bond Sinking Fund Account. The District shall establish with the Trustee, and maintain so long as any Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Bond Sinking Fund Account"), the proceeds in which shall be transferred by the Trustee to the Paying Agent and used by the Paying Agent to pay, when due, the principal amount of the Bonds of such Series.

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Section 5.5 Series Reserve Account. The District shall establish with the Trustee, and maintain so long as any of the Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Reserve Account"), in which shall be maintained at all times an amount equal to the Series Reserve Account Requirement. Moneys on deposit in the Series Reserve Account shall be used to make up any deficiencies in the related Series Interest Account and Series Bond Sinking Fund Account, in such order. The Trustee shall promptly transfer any monies on deposit in the Series Reserve Account in excess ofthe Series Reserve Account Requirement (after any deficiencies in the related Series Interest Account and Series Bond Sinking Fund Account are made up) to the related Series Prepayment Subaccount of the Series Redemption Account unless otherwise indicated in the related Supplemental Indenture.

Section 5.6 Series Rebate Account. The District shall establish, and maintain so long as any Tax Exempt Bonds of a Series are outstanding, a separate account with respect to such Series (the "Series Rebate Account") which account shall not be subject to the Lien created by this Indenture. The Trustee shall pay to the District, upon Request of the District, the Rebate Amount required to be paid to the United States at the times, in the manner and as calculated in accordance with the related Supplemental Indenture. The District shall cause the Rebate Amount to be calculated by the Rebate Analyst and to deliver such computation to the Trustee as provided in the related Supplemental Indenture prior to the date of any required payment of the Rebate Amount. 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 the last paragraph Section 5.2. If the Trustee does not have on deposit in the Series Rebate Account sufficient amounts to make the payments required by this Section 5.6, the District shall pay, from any legally available source, the amount of any such deficiency to the United States as provided in the last paragraph of Section 5.2. The Trustee shall have no responsibility for the computation of the Rebate Amount.

Section 5.7 Series Redemption Account. The District shall establish with the Trustee, and maintain so long as any of the Bonds of a Series are outstanding, a separate account in respect of such Series (the "Series Redemption Account") which shall consist of a prepayment subaccount (the "Series Prepayment Subaccount") and may consist of an optional redemption subaccount (the "Series Optional Redemption Subaccount"). Unless provided otherwise in the related Supplemental Indenture, the proceeds in the Series Optional Redemption Subaccount, if any, shall be withdrawn by the Trustee and used first to make up any deficiencies in the Series Interest Account and the Series Bond Sinking Fund Account, in such order, if there are no funds on deposit in the related Series Reserve Account, and secondly, to redeem the Bonds in accordance with the provisions of Article III and as may be provided in the related Supplemental Indenture.

Section 5.8 Payment to 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 Representative, the Trustee shall pay any balance in the Series Accounts for such Series of Bonds to the District upon Request thereof, free and clear of any Lien and pledge created by this Indenture; provided, however, that if an Event of Default has occurred and is continuing in the payment of the principal, or interest or premium on the Bonds of any other Series, the Trustee

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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 5.9 Investment of Funds. 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, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations as directed by the District, 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 on which moneys held for the credit of each such Series Account will be required for the purposes intended. Investment Obligations purchased as an investment of moneys in any Series Account shall be deemed at all times to be a part of such Series Account, and the interest accruing thereon and profit realized from such investment shall be credited as provided in the following paragraph. Any loss resulting from such investment shall be charged to such Series Account. The Trustee shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from any such Series 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 accordance with the Request of the District) or for failure to achieve the maximum possible earnings on investments.

Unless provided otherwise in the related Supplemental Indenture, earnings on investments in a Series Account (other than a Series Reserve Account).shall be used for the purpose of such Series Account. Earnings on investments in a Series Reserve Account shall be disposed of as follows: (a) ifthere shall not have been any deficiency 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 shall have been made from 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; (b) ifas of the last date on which amounts on deposit in the Series Reserve Account were valued by the Trustee there shall have been a deficiency in the Series Reserve Account, or if after such date withdrawals shall have been made from the Series Reserve Account and shall have created such a deficiency, then earnings on investments in the Series Reserve Account shall be deposited in the Series Reserve Account until the amount on deposit therein equals the Series Reserve Account Requirement and thereafter shall be deposited in the Series Revenue Account.

Section 5.10 Trust Funds. All amounts on deposit in a Series Account for the benefit of the related Series of Bonds shall be:

(a) used only for the purposes and in the manner herein and in the Supplemental Indenture relating to such Series of Bonds and, pending such application, shall be held by the Trustee in trust for the benefit of the Holders of such Series of Bonds;

(b) irrevocably pledged to the payment of such Series of Bonds, except for amounts on deposit in the Series Rebate Account;

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(c) held and accounted for separately and apart from all other Series Accounts established in respect of other Series of Bonds, and other funds and accounts of the Trustee and the District; and

(d) subj ect to a first Lien in favor of the Holders 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, other than Lien for state, county, school district and municipal taxes.

ARTICLE VI

THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(i) the Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indentnre, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

( c) No provision ofthis Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(i) this subsection shall not be construed to limit the effect of subsection (c)(ii) or (iii) of this Section 6.1;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining tbe pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in face amount ofthe Outstanding Bonds relating to the time, method and place

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of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(iv) no provision of this Indenture shall require the Trustee to expend, advance or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.l.

Section 6.2 Notice of Defaults.

Within 90 days after the occurrence of any default hereunder, the Trustee shall give to Holders notice of such default hereunder of which a Responsible Officer has received oral or written notice, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal or interest on any Bond, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case of any default of the character specified in Section 8.2(g) no such Holders shall be given notice until at least 30 days after the occurrence thereof For the purpose of this Section 6.2, the term "default" means any event which is, or after the giving of notice or lapse of time or both would become, an Event of Default.

Section 6.3 Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the District mentioned herein shall be sufficiently evidenced by a Request or Order and any resolution of the Governing Body may be sufficiently evidenced by a copy thereof certified by an Authorized Representative;

( c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the District;

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(d) the Trustee may consult with counsel and the advice of such counselor any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity deemed satisfactory by the Trustee in its reasonable opinion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the District, personally or by agent or attorney and to attend and give its opinion at the meetings of the Board of Directors of the District; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.4 Not Responsible for Recitals or Issuance 'ofBonds. The recitals contained herein and in the Bonds, except the Trustee's certificate of authentication, shall be taken as the statements of the District, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Bonds. The Trustee shall not be accountable for the use or application by the District of Bonds or the proceeds thereof'

Section 6.5 May Hold Bonds. The Trustee or the Bond Registrar or any other agent of the District, in its individual or any other capacity, may become the owner or pledgee of the Bonds and may otherwise deal with the District with the same rights it would have if it were not the Trustee or Bond Registrar or such other agent.

Section 6.6 Money Held in Trust Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law The Trustee shall be under no liability for interest on, or to invest, any money received by it hereunder except as otherwise agreed in writing with the District

Section 6.7 Compensation and Reimbursement.

The District agrees:

(i) to pay to the Trustee from time to time such compensation, including, without limitation, its annual administrative fee, as shall be agreed upon in writing for all services rendered by it hereunder; and

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(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as have been determined to be attributable solely to its negligence or bad faith.

The District shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, including the reasonable attorneys fees and expenses of Trustee's counsel when such fees and expenses become due, and shall indemnify the Trustee (and its respective successors, agents and servants) and hold the Trustee (and its respective successors, agents and servants) harmless against any liabilities, obligations, losses, damages, penalties, claims, actions, suits and costs which it may incur in the exercise and performance of its powers and duties hereunder except with respect to its own gross negligence or willful misconduct. The Trustee shall have no duty in connection with its responsibilities hereunder to advance its own funds nor shall the Trustee have any duty to take any action hereunder without first having received indemnification satisfactory to it. If the District defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys received by the Trustee under this Master Indenture or any Supplemental Indenture and payable to the District other than Maintenance Special Assessments. This provision shall survive termination of this Master Indenture and any Supplemental Indenture, and as to any Trustee, its resignation or removal thereof. As security for the foregoing, the District hereby grants to the Trustee a security interest in and to the amount on deposit in all Series Pledged Funds and Series Accounts, subordinate and inferior to the security interest granted to the Holders of the Bonds from time to time secured thereby, but nevertheless payable in the order of priority as set forth in Section 8.5 upon the occurrence of an Event of Default.

Section 6.8 Corporate Trustee Required: Eligibility. The Trustee with respect to each Series of Bonds shall at all times be a corporation organized and doing business under the laws of the United States or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority, and having an office in the State of Florida. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a Federal or State, supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.

Section 6.9 Resignation and Removal: Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.

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(b) The Trustee may resign at any time by giving written notice thereof to the District. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed by the Holders of a majority in aggregate principal amount of the Outstanding Bonds at any time during the existence of an Event of Default, or (ii) at any time other than during the existence of an Event of Default, by the District pursuant to a resolution of the Governing Body.

(d) If at any time:

(i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the District or by any such Holder, or

(ii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the District by a resolution of the Governing Board may remove the Trustee, or (ii) any Holder who has been a bona fide Holder of a Bond forat least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the District, by a resolution of the Governing Body, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, the District shall not have appointed a successor Trustee, then a successor Trustee shall be appointed by Holders of a majority in aggregate principal amount of the Outstanding Bonds delivered to the District and the retiring Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the District. If no successor Trustee shall have been so appointed by the District or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The District shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 6.10 Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the District and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the District or the successor Trustee, such retiring

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Trustee shall upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its Lien, if any provided for in Section 6.7. Upon request of any such successor Trustee, the District shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI.

Section 6.11 Merger or Consolidation. Any corporation into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds.

ARTICLEVll

COVENANTS AND REPRESENTATIONS

Section 7.1 Payment of Bonds. The District shall duly and punctually payor cause to be paid, but only from the Series 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 7.2 Further Assurance. At any and all times the District so far as it may be authorized by law, shall, 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 Indenture.

Section 7.3 Power to Issue Bonds and Create a Lien. The District hereby represents to the Trustee and to the Holders that it is and will be duly authorized under all applicable laws to issue the Bonds of each Series, to execute this 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 Lien 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 Indenture and any Supplemental Indenture are and will be the

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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 Indenture and all the rights of the Trustee and the Holders hereunder against all claims and demands of all other Persons whomsoever.

Section 7.4 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 such Bonds are outstanding, good right and lawful power: (a) 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 (b) to fix, levy and collect or cause to be collected the Series Assessments and any and all Series Pledged Revenues.

Section 7.5 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 Proj ect, 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 Proj ect, and the proc;eeds 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. 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; the proceeds of any such sale shall be disposed of as hereinabove provided for the proceeds of the sale or disposal of movable property. Unless otherwise provided for in the Supplemental Indenture relating to a Series of Bonds, the proceeds of any lease as described above shall be deposited in the related Series Bond Sinking Fund 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 Collier County, Florida or to the State or any agency or instrumentality of either ofthe foregoing; and/or (ii) impose, declare or grant title to or interests in the Series Project or a portion or portions thereof in order to create ingress and egress rights and public and private utility easements as the District may deem necessary or desirable for the development, use and occupancy ofthe property within the District as permitted by law; and/or (iii) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Project.

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Section 7.6 Series Accounts and Reports.

(a) Monthly Report. The Trustee shall, within thirty (30) days after the close of each month so long as any Bonds are Outstanding, file with the District a summary with respect to each Series Account ofthe deposits thereto and disbursements therefrom during such month and the amounts held therein at the end of such month.

(b) No Default Certificate. The District shall me with the Trustee, so long as any ·Bonds are Outstanding, within one hundred eighty (180) days after the close of each Fiscal Year, a certificate of an Authorized Representative stating whether or not, to the knowledge of the signatory, the District is in default with respect to any of the covenants, agreements or conditions on its part contained in this Indenture and in any Supplemental Indenture and, if so, the nature of such default and actions taken or to be taken to remedy such default.

( c) Inspection. The reports, statements and other documents required to be furnished by the District to the Trustee and by the Trustee to the District pursuant to any provisions hereof shall be available for inspection by any Holder at the designated corporate trust office of the Trustee upon the giving of at least five (5) days advance written notice to the Trustee.

Section 7.7 Arbitrage and Other Tax Covenants. The District will not take or omit to take any action with respect to the investment of the proceeds of any Tax Exempt Bonds issued under this Indenture which would cause the Tax Exempt Bonds to become "arbitrage bonds" within the meaning of Section 148 of the Code. 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 Code) of the Holders. Without limiting the generality of the foregoing, the District hereby covenants that it will, to the extent not remitted by the Trustee, remit to the United States the Rebate Amount at the time and place required by this Indenture and any Supplemental Indenture.

Section 7.8 Enforcement of Series Assessments. The District will assess, levy, collect or cause to be collected and enforce the payment of Series Assessments which constitute Series Pledged Revenues for the payment of any Series of Bonds in the manner prescribed by this 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 Series Pledged Revenues are pledged; and to payor cause to be paid the proceeds of such Series Assessments as received to the Trustee in accordance with the provisions hereof.

Section 7.9 Method of Collection of Series Assessments. Pursuant to the procedures set forth in Section 197.3632, Florida Statutes (2002) and Rule 12D-18, Florida Administrative Code, the District will u&e its best efforts to negotiate and enter into a written agreement (the "Collection Agreement") with the Property Appraiser and the Tax Collector regarding the levy, collection and enforcement of the Series Assessments in accordance with the uniform method. The District will use its best efforts to elect to use the uniform method for levy, collection and enforcement for any non-ad valorem special assessments that are part of the Series

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Assessments pledged to secure a Series of Bonds so that such special assessments are collected by the Tax Collector on the official tax notice with property taxes under Section 157.3635, Florida Statutes (2002) and Rule 12D-18, Florida Administrative Code. If the District is unable to use the uniform method of levy, collection and enforcement, the District covenants that the Series Assessments will be levied and collected by it in any alternative manner prescribed or authorized by law. The District, as soon as reasonably practicable following its receipt of each installment of Series Assessments paid to it by the Tax Collector, shall remit the entire amount so collected to the Trustee for deposit into the related Series Revenue Account. Notwithstanding anything contained in this Indenture to the contrary, the District, instead of using the uniform method of levy, collection and enforcement or other method, may directly collect the Series Assessments until such time as the land to which such Series Assessments apply is platted and separate tax parcel identification numbers have been issued by the tax assessor and such land is sold by the Developer.

Section 7.10 Delinquent Series Assessments. If the owner of any lot or parcel of land shall be delinquent in the payment of any Series Assessment pledged to a Series of Bonds, then such Series Assessment shall be collected and enforced as to delinquency pursuant to any legally authorized methodology available to the District, including, the uniform collection methodology in Section 197.3632, Florida Statutes (2002), and Rule 12D-18, Florida Administrative Code, or the alternative "tax roll" procedure for maintenance and benefit special assessments under Sections 190.021(2) (3), Florida Statutes (2002) so that the sale of tax certificates and tax deeds will be available to enforce against the delinquent levies. The District may also pursuant to Section 197.3631, Florida Statutes (2002), contract with the Tax Collector to collect non-ad valorem special assessments on a separate bill but with enforcement through equity foreclosure in circuit court by the District or its agent at the decision of the District. In the event any of the applicable provisions of Chapter 197, Florida Statutes (2002) are inapplicable, then, upon the delinquency of any non-ad valorem special assessment which is part of the Series Assessment, the District, either on its own behalf or through the actions of the Trustee, may, but is not obligated to, declare the entire unpaid balance of such Series Assessment (including any applicable non-ad valorem special assessments) to be due and payable, and at its own expense, cause any such delinquent property liens 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, Section 190.026, Florida Statutes (2002) and Section 170.10, Florida Statutes (2002) or otherwise as provided by law. The District further covenants to furnish, at its expense, to the Trustee and any Holder of Bonds of the related Series so requesting, sixty (60) days after the due date of each annual installment, a list of all delinquent Series 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 non-ad valorem special assessments that are part ofthe "Series Assessments. "

Section 7.11 Deposit of Proceeds from Sale of Tax Certificates. If any tax certificates relating to delinquent non-ad valorem special assessments which are part ofthe Series Assessments which are pledged to a Series of Bonds are sold by the Tax Collector pursuant to the provisions of Section 197.432, Florida Statutes (2002) and Rule 12D-13, Florida Administrative Code, 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 Series Assessments) less any commission and other charges, fees and costs retained by the Tax

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Collector, if paid by the Tax Collector to the District, shall be paid by the District to the Trustee as soon as reasonably practicable following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the related Series Revenue Account, or as provided in the Supplemental Indenture relating to a Series of Bonds.

Section 7.12 Sale of Tax Deed or Foreclosure of Assessment. If any property shall be offered for sale for the nonpayment of the non-ad valorem special assessments portions of any Series 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 such portion of Series Assessment (principal, interest, penalties and costs, plus attorneys' fees, if any), the District may purchase the property for an amount equal to the balance due on such portion of the Series Assessment (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 Holders of the Series of Bonds to which such portion of Series Assessment was pledged. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series Revenue Account. Not less than ten days prior to the filing of any foreclosure action as hereinafter provided, the District shall cause written notice thereof to be mailed to the Trustee and any designated agents of the Holders of the related Series of Bonds or as provided in the Supplemental Indenture relating to such Series of Bonds. Not less than 30 days prior to the proposed sale of any lot or tract ofland acquired by foreclosure by the District, it shall give written notice thereof to the Trustee and any designated agent of the Holders of the related Series of Bonds. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for sale of property acquired by it as trustee for the Holders of the related Series of Bonds within 30 days after the receipt of the request therefor signed by the Trustee or the Holders of at least fifteen percent (15%) in aggregate principal amount of the Outstanding Bonds of such Series.

Section 7.13 Other Obligations Payable from Series Assessments. The District will not issue or incur any obligations payable from the proceeds of Series Assessments or the Series Trust Estate securing a Series of Bonds (other than such related Series of Bonds ) nor voluntarily create or cause to be created any debt, Lien, pledge, assignment, encumbrance or other charge upon such Series Assessments other than the Lien of the related Series of Bonds except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to Florida law or amounts payable to the Trustee and any issuer of a credit facility or a liquidity facility issued in connection with such Series of Bonds.

Section 7.14 Reassessments. Ifany Series 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 Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series Assessment when it might have done so, the District shall either: (i) take all necessary steps to cause a new Series Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (ii) in its sale discretion, make up the amount of such Series Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Series Assessment shall also be annulled,

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the District shall obtain and make other Series Assessments until a valid Series Assessment shall be made.

Section 7.15 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.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

Section 8.1 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 Indenture unless the aggregate principal amount of all Bonds of such Series 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 8.2 Events of Default. Each of the following.events is hereby declared an Event of Default with respect to a Series of Bonds:

(a) Any payment of Debt Service on such Series of Bonds shall not be made when due;

(b) The District shall for any reason be rendered incapable of fulfilling its obligations hereunder or under the Supplemental Indenture relating to such Series of Bonds;

(c) 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;

(d) 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 90 days from the date of entry thereof;

(e) 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;

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(f) Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control ofthe District's assets or any part thereof, and such custody or control shall not be terminated within 90 days from the date of assumption of such custody or control; or

(g) 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 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 (a) above, and such default shall continue for 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, if the Trustee is unwilling or unable to act, by Holders of not less than ten per centum (10%) in aggregate principal amount of the Bonds of such Series then Outstanding.

Section 8.3 Acceleration of Maturities of Bonds of a Series. Upon the occurrence and continuance· of any Event of Default specified in clauses ( a) through (f) of Section 8.2 with respect to a Series of Bonds, the Trustee shall, upon written direction of the Holders of not less than fifty-one percent (51 %) 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 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 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 8.3, 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 8.3) shall have been remedied, then the Trustee or, if the Trustee is unable or unwilling to act, the Holders of not less than 51 % 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 8.3, may, by written notice to the District, 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 8.4 Enforcement of Remedies. Upon the occurrence and continuance of any Event of Default specified in Section 8.2 with respect to a Series of Bonds, the Trustee or, if the Trustee is unwilling or unable to act, the Holders of not less than fifty-one percent (51 %)

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in aggregate principal amount of the Bonds of such Series then Outstanding may protect and enforce the rights of the Holders of the Bonds of such Series under Florida law, and under this 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 Holders of such Series of Bonds, as the case may be, shall deem most effectual to protect and enforce such rights.

Section 8.5 Application of Funds. Any money collected by the Trustee pursuant to this Article VIII shall be applied as follows:

(a) 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 8.3, 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 of all 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 di&crimination 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 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 Holders ofthe Bonds of such Series entitled thereto without any discrimination or preference except as to any difference in the foregoing rates of interest.

(b) If the aggregate principal amount of all the Bonds ofa Series shall bave become due and payable in accordance with their terms or shall have been declared due and payable pursuant to the provisions of Section 8.3, 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, and, then to 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

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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.

( c) Ifthe principal of all the Bonds of a Series shall have been declared due and payable pursuant to the provisions of Section 8.3, and if such declaration shall thereafter have been rescinded and annulled pursuant to the provisions of Section 8.3,then, if the aggregate principal amount of all the Bonds of such Series shall later become due or be declared due and payable pursuant to the provisions of Section 8.3, the moneys remaining in and thereafter accruing to the related Series Revenue Account shall be applied in accordance with subsection (b) above.

The provisions ofthis Section 8.5 are in all respects subject to the provisions of Section 8.1.

Whenever moneys are to be applied pursuant to this Section 8.5, such moneys shall be applied by the Trustee at such times as the Trustee in its sale discretion shall determine, having due regard to the amount of such moneys available for application and 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 Holder 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 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 Holder until such Bond shall be surrendered to the Trustee for appropriate endorsement.

Section 8.6 Effect of Discontinuance of Proceedings. If any proceeding taken by the Trustee or any Holder on account of any default shall have been discontinued or abandoned for any reason, then the District and the Holder shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Holders shall continue as though no such proceeding had been taken.

Section 8.7 Restriction on Individual Holder Actions. Except as provided in Section 8.10, no Holder of any of the Bonds shall have any right in any manner whatever to affect, disturb or prejudice the security of this Indenture or any Supplemental Indenture, or to enforce any right hereunder or thereunder 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 Holders of the Bonds of such Series.

Section 8.8 No Remedy Exclusive. No remedy conferred upon the Trustee or the Holders, is intended to be exclusive of any other remedy herein or in any Supplemental

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Indenture provided, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder.

Section 8.9 Delay Not a Waiver. No delay or omission ofthe Trustee or any Holder 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 Holders may be exercised from time to time and as often as may be deemed expedient.

Section 8.10 Right to Enforce Payment of Bonds. Nothing in this Article VIII shall affect or impair the right of any Holder to enforce the payment of Debt Service on the Bond of which such person is the registered Holder, or the obligation of the District to pay Debt Service to the Holder at the time and place specified in such Bond.

Section 8.11 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 8.12 Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Trustee as provided in this Article VIII, the Holders of not less than a majority in face amount of the Outstanding Bonds may on behalf of the Holders of all the Bonds waive any past default hereunder and its consequences, except a default:

(i) in the payment of the principal amount of or interest on any Bond, or

(ii) in respect of a covenant or provision hereof which under Article VII caunot be modified or amended without the consent of not less than all of the Outstanding Holders.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any, right consequent thereon.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of Bonds of any Series, the District, when authorized by a resolution of the Governing Body, and the Trustee may at any time and from time to time enter into one or more indentures supplemental hereto or amendatory hereof for any of the following purposes:

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(a) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien ofthis Indenture, or to subject to the Lien of this Indenture additional property;

(b) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Bonds or of any Series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;

(c) in Section 2.2;

to create any Series of Bonds and make such other provisions as provided

(d) to modify or eliminate the terms and provisions of this Indenture, provided that such modification or elimination shall become effective only when there is no Bond Outstanding of any Series prior to the execution of such supplemental indenture and the Trustee may, in its discretion, decline to enter in any such supplemental indenture which, in its opinion, may not afford adequate protection to the Trustee when the same becomes operative;

(e) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Indenture;

(f) to add to the covenants and agreements of the District in this Indenture for the benefit of the Holders of all or any Series of Outstanding Bonds or to surrender any right or power herein conferred upon the District; or

(g) to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190, 197 and 298, Florida Statutes (2002), so long as, in the opinion of counsel to the District, such changes either: (i) shall not have a material adverse effect on the Holders of each Series of Bonds to which such changes relate; or (ii) if such changes shall have a material adverse effect, they nevertheless are required to be made as a result of such amendments.

Section 9.2 Supplemental Indentures With Consent of Holders. With the consent of Holders of not less than fifty-one percent (51 %) in aggregate principal amount of the Bonds then Outstanding of each Series affected by such supplemental indenture, the District, when authorized by a resolution of the Governing Body, and the Trustee may from time to time enter into one or more indentures supplemental hereto or amendatory hereof for the purpose of modifying, altering, amending, adding to or rescinding any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Bonds of such Series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of all Holders of Bonds then Outstanding affected thereby:

(a) change the stated maturity of the principal of, or any installment of interest on, any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change any place of payment where, or the coin or currency in which, any Bond, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date);

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(b) reduce the percentage in principal amount of the Outstanding Bonds, the consent ofwhose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver provided for in this Indenture of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences;

(c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" ;

(d) modify any of the provisions of this Section 9.2 or Section 8.12, except to increase any percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Bond affected thereby;

(e) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any of the Series Trust Estate or terminate the Lien of this Indenture on any property at any time subj ect hereto or deprive the Holder of any Bond of the security afforded by the Lien of this Indenture, provided however that no consent shall be required by the Bondholder to contract the boundaries of the District so long as there is no remaining Series Assessment on the property to be removed from the District at the time of such contraction; or

(f) modify, in the case of Bonds of any series for which a mandatory sinking fund is provided, any of the provisions of this Indenture in such manner as to affect the rights of the Holders of such Bonds to the benefits of such sinking fund.

The Trustee may in its discretion determine whether or not any Bonds would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.3 Opinion of Bond Counsel With Respect to Supplemental Indenture. In addition to the other requirements herein set forth with respect to Supplemental Indentures, no Supplemental Indenture shall be effective unless and until there shall have been delivered to the Trustee and the District the opinion of Bond Counsel to the effect that such Supplemental Indenture is permitted pursuant to this Indenture and that such Supplemental 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. In addition, if such Supplemental Indenture relates to a Series of Tax Exempt Bonds, such opinion shall also state that such Supplemental Indenture will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the related Series of Bonds.

Section 9.4 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the

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modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an opinion of Bond Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 9.5 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.6 Reference in Bonds to Supplemental Indentures. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX shall bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. lfthe District shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the District, to any such supplemental indenture may be prepared and executed by the District and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

ARTICLE X

DEFEASANCE

Section 10.1 Defeasance and Discharge of the Lien of this Indenture and Supplemental Indentures. When (a) the District shall deliver to the Trustee for cancellation all Bonds of any Series theretofore authenticated (other than any Bonds of such Series which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered) and not theretofore cancelled, or (b) all the Bonds of any Series not theretofore cancelled or delivered to the Trustee for cancellation for whose payment or redemption (under arrangements satisfactory to the Trustee for the giving of notice of redemption) the District shall have deposited with the Trustee, in trust, funds (other than funds repaid by the Trustee to the District in accordance with Section 10.3) sufficient to pay at maturity or upon redemption all of the Bonds of such Series (other than any Bonds of such Series which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Bonds shall have been authenticated and delivered or which shall have been paid), including principal and premium, if any, and interest, if any, due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the District shall also pay or cause to be paid all other sums payable hereunder by the District, then this Indenture and the Lien in the Series Trust Estate created thereby shall cease to be of further effect with respect to Bonds of such Series, and the Trustee, on demand ofthe District accompanied by a Certificate and an opinion of Bond Counsel and at the cost and expense of the District shall execute proper instruments acknowledging satisfaction of and discharging this Indenture and such Lien with respect to Bonds of such Series, the District, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to corripensate the

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Trustee for any services reasonably and properly rendered by the Trustee in connection with this Indenture or the Bonds.

Section 10.2 Moneys Held in Trust. All moneys and obligations held by an escrow or paying agent or the Trustee pursuant to Section 10.1 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, ofthe principal, interest and premium, if any, of the Bonds to be paid or to be called for redemption.

Section 10.3 Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee for payment of the principal of (and premium, if any) or interest, if any, on Bonds of any Series and not applied but remaining unclaimed by the Holders of Bonds of such Series for three years after the date upon which the principal of, and premium, if any, or interest, if any, on such Bonds, as the case may be, shall have become due and payable, shall, upon written demand, be repaid to the District by the Trustee; and the Holder of any of such Bonds shall thereafter look only to the District for any payment which such Holder may be entitled to collect, provided, however, that, before being required to make any such repayment, the Trustee may (at the cost of the District) mail to such Holders at their last known address, a notice (in such form as may be deemed appropriate by the Trustee) that said moneys remain unclaimed and that, after a date named therein, any unclaimed balance of said moneys then remaining will be returned to the District.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Immunity of Supervisors. No recourse shall be had for the payment of the principal of, or premium or interest on, any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained against any past, present or future officer or supervisor of the District, or any incorporator, officer or supervisor of any successor entity, as such either directly or through the District or any successor entity, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, officer or supervisor as such is hereby expressly waived and released as a condition of and consideration for the execution of this Indenture and the issuance of such Bonds.

Section 11.2 Act of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the District. Such instrument or instrument~ (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose ofthis Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the District, if made in the manner provided in this Section 11.2.

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The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority, The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the District in reliance thereon, whether or not notation of such action is made upon such Bond,

Section 11.3 Notice to the District and the Trustee, Any notice, demand, direction, request or other instrument authorized or required by this Indenture to be given to or filed with the District or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Indenture if and when sent by certified mail, return receipt requested:

To the District, addressed to:

District Manager Fiddler's Creek Community Development District #2 Severn Trent Environmental Services, Inc, 210 North University Drive, Suite 702 Coral Springs, FL 33071 Attention: James Ward

To the Trustee, addressed to:

SunTrust Bank 225 E, Robinson Street, Suite 350 Orlando, FL 32801 Attention: Corporate Trust Department

or to such other address as shall be provided to the other party hereto in writing,

Section 11.4 Notice to the Holders, Any notice, demand, direction, request, or other instrument authorized or required by this Indenture to be mailed to the Holders shall be deemed to have been sufficiently mailed if mailed by first class mail, postage pre-paid, to the Holders at their addresses as they appear at the time of mailing on the registration books maintained by the Bond Registrar.

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Section 11.5 Effect of Headlines and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.6 Successors and Assigns. All covenants and agreements in this Indenture by the District shall bind its successors and assigns, whether so expressed or not.

Section 11.7 Separability Clause. In case any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.8 Benefits ofIndenture. Nothing in this Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Bonds, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.9 Governing Law. The Bonds and this Indenture shall be governed by, and construed in accordance with, the laws of the State of Florida.

Section 11. 10 Legal Holidays. In any case where the stated maturity of any Bond shall not be a Business Day, then (notwithstanding any other provision ofthis Indenture or of the Bonds) payment of the principal amount of and interest on the Bonds 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 stated maturity, provided that no interest shall accrue for the period from and after the stated maturity.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

Attest:

Secrdary

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CREEK COMMUNITY #2

SUNTRUST BANK, as Trustee

By i£fi:I~~"=~1r Title: ;~11CE PElEc;lnFNI

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EXHIBIT A

FORM OF REQUISITION

The undersigned, an Authorized Representative of Fiddler's Creek Community Development District #2 (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Indenture from the District to SunTrust Bank, as trustee (the "Trustee"), dated as of June 1, 2003 (the "Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of June 1, 2003 (the 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) Requisition Number:

(B) Name of Payee:

(C) 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 ofIssuance, if applicable):

(E) Fund or Series Account from which disbursement to be made:

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 Series Acquisition and Construction Account referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the Series Project and each represents a Cost of the Series Project, and has not previously been paid OR this requisition is for Costs ofIssuance payable from the Cost ofIssuance Account that 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.

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If this requisition is for a disbursement from other than the Costs ofIssuance Account or for payment of capitalized interest, there shall be attached a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.

Attached hereto are originals of the invoice( s) from the vendor of the property acquired or services rendered with respect to which disbursements is hereby requested.


By:---,---c--c--------Authorized Representative

CONSULTING ENGINEER' S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement from other than Capitalized Interest or Costs ofIssuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of Series Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Series Project with respect to which such disbursement is being made; and (ii) the report of the Cons.ulting Engineer attached as an Exhibit to the First Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

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ELEVENTH SUPPLEMENTAL TRUST INDENTURE

(SERIES 2019 BONDS)

THIS ELEVENTH SUPPLEMENTAL TRUST INDENTURE (the “Eleventh Supplemental Indenture”) dated as of October 1, 2019, from FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT # 2 (the “District”) to WILMINGTON TRUST, NATIONAL ASSOCIATION AS SUCCESSOR TO U.S. BANK NATIONAL ASSOCIATION AND AS ULTIMATE SUCCESSOR TO SUNTRUST BANK, as trustee (the “Trustee”), a national banking association under the laws of the United States of America and authorized to accept and execute trusts of the character herein set out within the State of Florida.

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 as provided in the Act, without the boundaries of the District; and

WHEREAS, pursuant to Resolution 2003-15, adopted by the Board of Supervisors of the District on December 2, 2003 (as amended and supplemented, the “Bond Resolution”) the District authorized the issuance, sale and delivery of not to exceed $120,000,000 of its Fiddler’s Creek Community Development District # 2 Special Assessment Revenue Bonds (the “Bonds”), to be issued in one or more Series of Bonds, which Bonds were validated by final judgment of the Circuit Court of Collier County, Florida on February 18, 2003; and

WHEREAS, the District has entered into a Master Trust Indenture dated as of June 1, 2003 (the “Master Indenture”) with the Trustee to secure the issuance of the Bonds; and

WHEREAS, pursuant to the Master Indenture and the First Supplemental Trust Indenture dated as of June 1, 2003 by and between the District and the Trustee (the “First Supplemental Indenture”), the District issued its Special Assessment Revenue Bonds, Series 2003A in the original aggregate principal amount of $26,385,000 (the “2003A Bonds”) for the purpose of financing and refinancing the costs of acquisition, construction and equipping certain public infrastructure improvements and facilities ancillary thereto in the District; and

WHEREAS, the District has determined that it is desirable at this time to proceed with the refunding of all of the 2003A Bonds, which are outstanding in the aggregate principal amount of $15,025,000 on the date hereof; and

WHEREAS, pursuant to Resolution No. 2019-07, adopted by the Board of Supervisors of the District on September 25, 2019 (the “Bond Resolution”), the District has authorized the issuance, sale and delivery of its Fiddler’s Creek Community Development District # 2 Special Assessment Revenue Refunding Bonds, Series 2019 (the “2019 Bonds”) as an issue of Bonds under the Master Indenture, and has authorized the execution and delivery of this Eleventh Supplemental Indenture to secure the 2019 Bonds and to set forth the terms of the 2019 Bonds; and

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WHEREAS, the 2019 Bonds are being issued for the purpose of (i) refunding the outstanding 2003A Bonds, (ii) paying certain costs of issuance of the 2019 Bonds and (iii) making a deposit to the 2019 Reserve Account; and

WHEREAS, the execution and delivery of the 2019 Bonds and of this Eleventh Supplemental Indenture have been duly authorized by the Board of Supervisors of the District and all things necessary to make the 2019 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Eleventh Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2019 Trust Estate (as hereinafter defined) have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS ELEVENTH SUPPLEMENTAL TRUST INDENTURE WITNESSETH:

That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the 2019 Bonds by the Holders thereof, and other good and valuable consideration, receipt which is hereby acknowledged, and in order to further secure the payment of the principal and redemption price of, and interest on, all 2019 Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the obligations and covenants, expressed or implied in the Master Indenture, in this Eleventh Supplemental Indenture and in the 2019 Bonds: (a) has executed and delivered this Eleventh Supplemental Indenture and (b) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in interest the trusts under the Master Indenture and hereunder, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture and this Eleventh Supplemental Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture and this Eleventh Supplemental Indenture, the revenues derived by the District from the 2019 Special Assessments (hereinafter defined) (the “2019 Pledged Revenues”) and the 2019 Funds and Accounts (hereinafter defined) established hereby (collectively, the “2019 Pledged Funds” and with the 2019 Pledged Revenues, the “2019 Trust Estate”);

TO HAVE AND TO HOLD all and singular the 2019 Trust Estate, whether now owned or hereafter acquired, unto the Trustee and its respective successors in trust and assigns forever upon the terms and trusts herein set forth for the equal and ratable benefit, protection and security of the Holders of the 2019 Bonds, all of which shall be of equal rank without preference, priority or distinction of any 2019 Bond over any other 2019 Bond, except as expressly provided herein or permitted hereby;

PROVIDED HOWEVER, that if the District, its successors or assigns, shall well and duly pay, or cause to be paid, or make due provision for the payment of the principal and/or redemption price of any 2019 Bond secured and Outstanding under this Eleventh Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner

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mentioned in such 2019 Bond, the Master Indenture and this Eleventh Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this Eleventh Supplemental 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 of the Master Indenture and this Eleventh Supplemental Indenture, then upon such final payment, this Eleventh Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to such 2019 Bond, otherwise this Eleventh Supplemental Indenture shall remain in full force and effect;

THIS ELEVENTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all 2019 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this Eleventh Supplemental Indenture), including this Eleventh Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Holders and Beneficial Holders, from time to time, of the 2019 Bonds, as follows:

ARTICLE I

DEFINITIONS

Section 101. Definitions. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:

“Beneficial Holders” means the owners from time to time of the 2019 Bonds for federal income tax purposes.

“Bond Depository” means the securities depository existing from time to time under Section 201 hereof.

“Bond Participants” means those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds 2019 Bonds as securities depository.

“Closing Date” means October __ 2019.

“Continuing Disclosure Agreement” means that certain Continuing Disclosure Agreement relating to the 2019 Bonds executed and delivered by the District dated the Closing Date, as it may be amended from time to time in accordance with the terms thereof.

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“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.

“First Supplemental Indenture” means the First Supplemental Trust Indenture dated as of June 1, 2003 between the District and the Trustee, pursuant to which the 2003A Bonds were issued, as amended and supplemented.

“Interest Payment Date” means each May 1 and November 1, commencing May 1, 2020.

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

“Nominee” means the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this Eleventh Supplemental Indenture.

“Serial Bonds” means 2019 Bonds that are stated to mature in consecutive annual installments.

“Sinking Fund Installment” means the principal amount of the 2019 Bonds subject to mandatory sinking fund redemption pursuant to the 2019 Bonds.

“Tax Certificate” means the Tax Certificate dated the Closing Date executed and delivered by the District in connection with the issuance of the 2019 Bonds.

“Term Bonds” means 2019 Bonds, other than Serial Bonds, payable prior to their stated maturity from Sinking Fund Installments.

“2003A Bonds” means the Fiddler’s Creek Community Development District #2 Special Assessment Revenue Bonds, Series 2003A, issued in the original aggregate principal amount of $26,385,000, of which $15,025,000 aggregate principal amount are outstanding on the date hereof.

“2003A Optional Redemption Subaccount” means the 2003A Optional Redemption Subaccount of the 2003A Redemption Account created pursuant to the First Supplemental Indenture.

“2019 Bonds” means the Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019, authorized to be issued in the original principal amount of $___________by this Eleventh Supplemental Indenture.

“2019 Funds and Accounts” means, collectively, the 2019 Revenue Account, the 2019 Sinking Fund Account, the 2019 Interest Account, the 2019 Redemption Account, the 2019 Prepayment Subaccount, the 2019 Optional Redemption Subaccount and the 2019 Reserve Account, each as created pursuant to Section 401 hereof.

“2019 Investment Obligations” means and include any of the following securities, if and to the extent the same are at the time legal investments for funds of the District:

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(A) Government Obligations;

(B) obligations of any Federal agency whose debt rating is in the top rating category by both Moody’s and S&P;

(C) 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 rating categories by both Moody’s and S&P;

(D) commercial paper rated in the top two rating categories by both Moody’s and S&P;

(E) 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 rating categories by both Moody’s and S&P;

(F) either (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for money market funds by Moody’s or S&P, or (B) shares of money market mutual funds that invest only in Government Obligations and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by Moody’s or S&P (including any proprietary mutual fund of the Trustee or an affiliate of the Trustee for which the Trustee or an affiliate of the Trustee serves as investment advisor or provides other services to such fund and receives reasonable compensation therefor);

(G) any other investment approved in writing by the Holder of a majority in aggregate principal amount of the 2019 Bonds;

(H) 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 highest ratings by both Moody’s and S&P or in one of the two highest categories by either S&P or Moody’s;

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

(J) repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by the holders of the Collateral with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least “AA” by S&P and “Aa” by Moody’s provided that the repurchase agreement shall provide that if during its term the provider’s rating by either S&P or Moody’s falls below “AA-” or “Aa3,” respectively, the provider shall immediately notify the Trustee and the provider shall at its option, within ten (10)

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days of receipt of publication of such downgrade, either (A) maintain Collateral at levels, sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider’s rating by either S&P or Moody’s falls below “A-” or “A3,” respectively, the provider shall immediately notify the Trustee and the District and the provider must at the direction of the District (with a copy to the Trustee), within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (2) repurchase all collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days. Any repurchase agreement entered into pursuant to the Indenture shall contain the following additional provisions:

(i) Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above;

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

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

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

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

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

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

(viii) The term of the repurchase agreement shall be no longer than one year;

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(ix) The interest with respect to the repurchase transaction shall be payable no less frequently than monthly;

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

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

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

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

(xiv) 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.

“2019 Prepayments” means Prepayments of the 2019 Special Assessments.

“2019 Reserve Account Requirement” means $______________.

“2019 Special Assessments” means the non-ad valorem special assessments levied on the parcels of real property within the District securing the 2019 Bonds, in accordance with and as set forth in the Assessment Proceedings, as such assessments may lawfully be amended or supplemented from time to time.

“2019 Underwriter” means FMSbonds, Inc., the underwriter of the 2019 Bonds.

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ARTICLE II

AUTHORIZATION, ISSUANCE AND PROVISIONS OF 2019 BONDS

Section 201. Authorization of 2019 Bonds; Book-Entry Only Form. The 2019 Bonds are hereby authorized to be issued in the aggregate principal amount of $____________, all for the purposes enumerated in the recitals hereto and as further described herein. The 2019 Bonds shall be designated as “Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019”. The 2019 Bonds shall be substantially in the form set forth as Exhibit A to this Eleventh Supplemental Indenture and be numbered consecutively from R-1 upwards.

The 2019 Bonds shall be initially issued in the form of a separate single certificated fully registered bond for each maturity of the 2019 Bonds. Upon initial issuance, the ownership of the 2019 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding 2019 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to 2019 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any Bond Participant or to any Beneficial Holder. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the 2019 Bonds, (ii) the delivery to any Bond Participant or any other person other than a Holder, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the 2019 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than a Holder, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the 2019 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each 2019 Bond is registered in the registration books kept by the Bond Registrar as the absolute Holder of such 2019 Bond for the purpose of payment of principal, premium and interest with respect to such 2019 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2019 Bond, for the purpose of registering transfers with respect to such 2019 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2019 Bonds only to or upon the order of the respective Holder, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payment shall be valid and effective to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, and interest on the 2019 Bonds to the extent of the sum or sums so paid. No person other than a Holder, as shown in the registration books kept by the Bond Registrar, shall receive a certificated 2019 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions therein with respect to Record Dates, the words “Cede

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& Co,” in this Eleventh Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.

Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that any of the Outstanding 2019 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Holders of such 2019 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms and costs, such 2019 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Holder transferring or exchanging such 2019 Bonds shall designate, in accordance with the provisions hereof.

If certificates for any 2019 Bonds are printed, no charge shall be made to any Holder for registration and transfer of such 2019 Bonds, but any Bondholder requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto.

NEITHER THE DISTRICT NOR THE TRUSTEE SHALL HAVE ANY OBLIGATION WITH RESPECT TO ANY BOND PARTICIPANT OR BENEFICIAL HOLDER OF THE 2019 BONDS. DURING SUCH TIME AS THE 2019 BONDS ARE REGISTERED IN THE NAME OF A BOND DEPOSITORY PURSUANT TO A BOOK-ENTRY ONLY SYSTEM OF REGISTRATION.

Section 202. Terms of the 2019 Bonds. The 2019 Bonds shall bear interest at the fixed interest rates per annum and shall mature in the amounts and on the dates set forth below:

Maturity (May 1)

Principal Amount

Interest Rate

20__ % 20__ 20__

Section 203. Dating; Interest Accrual. Each 2019 Bond shall be dated the Closing Date.

Each 2019 Bond shall also bear its date of authentication. Each 2019 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 2019 Bond has been paid, in which event such 2019 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2019 Bonds, in which event such 2019 Bond shall bear interest from its date. Interest on the 2019 Bonds shall be due and payable on each May 1 and November 1, commencing May 1, 2020, and shall be computed on the basis of a 360-day year of twelve 30-day months.

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Section 204. Authorized Denominations. The 2019 Bonds shall be issued in denominations of $5,000 or any integral multiple in excess thereof; provided, however, if any initial beneficial owner does not purchase at least $100,000 of the 2019 Bonds at the time of initial delivery of the 2019 Bonds, such beneficial owner must either execute and deliver to the 2019 Underwriter on the date of delivery of the 2019 Bonds the investor letter substantially in the form attached hereto as Exhibit B or otherwise establish to the satisfaction of the 2019 Underwriter that such Beneficial Owner is an "accredited investor," as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended.

Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the 2019 Bonds.

Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the 2019 Bonds.

Section 207. Conditions Precedent to Issuance of 2019 Bonds. In addition to complying with any requirements set forth in the Master Indenture in connection with the issuance of the 2019 Bonds, all the 2019 Bonds 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:

(a) An executed original of this Eleventh Supplemental Indenture;

(b) A Bond Counsel opinion substantially to the effect that: (i) this Eleventh Supplemental Indenture has been duly authorized and executed by the District and constitutes a valid and binding obligation of the District; (ii) the 2019 Bonds have been duly authorized, executed and delivered by the District and are valid and binding special obligations of the District, payable solely from the sources provided therefor in the Indenture; (iii) all conditions precedent in the Indenture to the execution and delivery of this Eleventh Supplemental Indenture and the 2019 Bonds have been satisfied; (iv) the interest on the 2019 Bonds is excludable from gross income for federal income tax purposes; (v) the 2019 Bonds and the interest paid thereon are exempt from all taxes imposed by the State of Florida except as to estate taxes, if any, and taxes imposed by Chapter 220, Florida Statutes on corporations and other entities, as defined therein; and (vi) the 2003A Bonds have been legally defeased;

(c) An opinion of Counsel to the District substantially to the effect that (i) the District has been duly established and validly exists as a community development district under the Act, (ii) all proceedings undertaken by the District with respect to the 2019 Special Assessments have been in accordance with Florida law, (iii) the District has taken all action necessary to levy and impose the 2019 Special Assessments, (iv) the 2019 Special Assessments are legal, valid and binding liens upon the property against which such 2019 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid, and (v) based upon the assumptions stated therein, upon the authentication and delivery of the 2019 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Eleventh Supplemental Indenture;

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(d) A certificate of an Authorized Officer to the effect that, (i) in reliance on the opinion of Counsel to the District described in paragraph (c) above to the extent set forth therein, upon the authentication and delivery of the 2019 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Eleventh Supplemental Indenture and (ii) in the opinion of such Authorized Officer, all conditions precedent in the Indenture to the execution and delivery of this Eleventh Supplemental Indenture and the 2019 Bonds have been satisfied;

(e) A Request of the District to the Trustee to authenticate and deliver the 2019 Bonds;

(f) A copy, duly certified by an Authorized Representative, of the Assessment Proceedings relating to the 2019 Bonds; and

(g) A copy, duly certified by an Authorized Representative, of the final judgment validating the 2019 Bonds dated February 18, 2003, the Certificate of Non-Appeal dated May 30, 2003 and a Certificate of the District confirming that no appeal was taken with respect thereto.

(h) A fully executed copy of the Continuing Disclosure Agreement.

(i) A Certificate from the 2019 Underwriter setting forth the 2019 Reserve Account Requirement.

Section 208. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provisions of the Indenture, failure of the District to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Participating Underwriter (as defined in Rule 15c2-12 of the Securities and Exchange Commission) or the Holders of at least 25% aggregate principal amount of Outstanding 2019 Bonds, and receipt of indemnity satisfactory to the Trustee, shall), or any such Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under the Continuing Disclosure Agreement.

Section 209. Additional Obligations. The District covenants not to issue any other Bonds or other debt obligations secured by the 2019 Special Assessments. Such covenant shall not prohibit the District from issuing refunding bonds or exchange bonds.

Section 210. Covenants Regarding Special Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, the District covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of delinquent 2019 Special Assessments, the provisions for the foreclosure of liens thereof and will take such other remedial actions as it deems appropriate. However, the District shall not be required to levy 2019 Special Assessments in an amount greater than the original principal amount of the 2019 Bonds and accrued and unpaid interest thereon.

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(b) In addition, and not in limitation of, the covenants contained elsewhere in this Eleventh Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the Assessment Proceedings, and to assess, impose and levy the 2019 Special Assessments in compliance with applicable law in such manner as legally will generate funds sufficient to pay the principal of and interest on the 2019 Bonds, when due.

(c) The District further covenants and agrees that it will not reduce the 2019 Special Assessment on any tax parcel from that set forth in the Assessment Proceedings on account of any reduction in debt service on the 2019 Bonds resulting from a redemption of 2019 Bonds from amounts deposited into the 2019 Prepayment Subaccount except to the extent such 2019 Special Assessment was prepaid.

ARTICLE III

REDEMPTION OF 2019 BONDS

Section 301. 2019 Bonds Subject to Redemption. The 2019 Bonds are subject to redemption prior to maturity as provided in the 2019 Bonds.

Notwithstanding any other provision hereof or the Master Indenture, notice of optional redemption of 2019 Bonds may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

ARTICLE IV

DEPOSIT OF 2019 BOND PROCEEDS AND APPLICATION THEREOF;

ESTABLISHMENT OF FUNDS, ACCOUNTS, AND SUBACCOUNTS AND OPERATION THEREOF

Section 401. Establishment of Funds, Accounts, and Subaccounts.

(a) There is hereby established to be held by the Trustee a 2019 Cost of Issuance Account, amounts on deposit therein to be applied in accordance with Section 4.5 of the Master Indenture and Section 403 hereof.

(b) There is hereby established to be held by the Trustee a 2019 Revenue Account; 2019 Pledged Revenues shall be deposited to the 2019 Revenue Account and amounts on deposit in the 2019 Revenue Account shall be applied in accordance with Section 5.2 of the Master Indenture and Section 408 hereof.

(c) There are hereby established to be held by the Trustee (i) a 2019 Sinking Fund Account; amounts on deposit therein shall be applied in accordance with Section 5.4 of the Master Indenture; (ii) a 2019 Interest Account; amounts on deposit therein shall be applied in accordance with Section 5.3 of the Master Indenture; and (iii) a 2019 Redemption Account and therein a 2019 Prepayment Subaccount and a 2019 Optional Redemption Subaccount, amounts on deposit therein to be applied in accordance with Section 5.7 of the Master Indenture.

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(d) There is hereby established to be held by the Trustee a 2019 Reserve Account; amounts on deposit therein shall be applied in accordance with Section 5.5 of the Master Indenture and Section 405 hereof.

(e) There is hereby established to be held by the Trustee a 2019 Rebate Account and amounts on deposit therein shall be applied in accordance with Section 5.6 of the Master Indenture and Section 407 hereof. The 2019 Rebate Account is not pledged as security for the 2019 Bonds.

Section 402. Use of 2019 Bond Proceeds and Other Amounts. (a) Following the Trustee’s receipt of the items set forth in Section 207 hereof the net proceeds of sale of the 2019 Bonds in the amount of $______________ (representing the face amount of 2019 Bonds less underwriter’s discount of $___________.00 and plus net original issue premium of $___________), shall be paid to the Trustee and applied as follows:

(1) $______________ representing the 2019 Reserve Account Requirement shall be deposited to the 2019 Reserve Account;

(2) $___________ representing costs of issuance relating to the 2019 Bonds shall be deposited to the 2019 Costs of Issuance Account;

(3) $____________ shall be transferred to the 2003A Interest Subaccount and used to pay a portion of the interest due on the 2003A Bonds on November 1, 2019; and

(4) $_____________ shall be transferred to the 2003A Optional Redemption Subaccount and used to redeem the 2003A Bonds.

(b) On the Closing Date, the Trustee shall transfer all amounts on deposit in the 2003A Prepayment Subaccount, the 2003A Reserve Account, the 2003A Revenue Subaccount and the 2003A Remedial Expense Account to the 2003A Optional Redemption Subaccount to be used to redeem the 2003A Bonds.

Section 403. 2019 Costs of Issuance Account. Amounts in the 2019 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District to the Trustee, be used to pay the costs of issuance relating to the 2019 Bonds. On the date which is one hundred and twenty (120) days after the Closing Date, any amounts on deposit in the 2019 Costs of Issuance Account shall be transferred to the 2019 Revenue Account and the 2019 Costs of Issuance Account shall be closed.

Section 404. [Reserved]

Section 405. 2019 Reserve Account. Amounts on deposit in the 2019 Reserve Account, except as provided elsewhere in this section shall be used only for the purpose of making payments into the 2019 Interest Account and the 2019 Sinking Fund Account to pay the 2019 Bonds, without distinction as to 2019 Bonds and without privilege or priority of one 2019 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

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The Trustee, on or before the fortieth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2019 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit into such account, from the first legally available sources of the District. The Trustee as soon as practical after such computation shall, except as otherwise provided in Section 408(d) hereof, apply any surplus as directed by the District, however, if an Event of Default has occurred and is continuing with respect to the 2019 Bonds, any surplus shall be deposited in the 2019 Revenue Account unless otherwise directed in accordance with any legal proceedings associated with such Event of Default.

Notwithstanding the foregoing, on the earliest date on which there is on deposit in the 2019 Reserve Account sufficient monies taking into account other monies available therefor, to pay and redeem all of the Outstanding 2019 Bonds, together with interest and redemption premium, if any, on such 2019 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the 2019 Reserve Account into the 2019 Redemption Account to pay and redeem all of the Outstanding 2019 Bonds on the earliest date permitted for redemption therein and herein.

Section 406. Application of 2019 Prepayments. All 2019 Prepayments shall upon receipt by the Trustee be deposited to the 2019 Prepayment Subaccount of the 2019 Redemption Account. At the time the District deposits 2019 Prepayments with the Trustee, it shall notify the Trustee in writing as to the amount of such 2019 Prepayments. Amounts on deposit in the 2019 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the 2019 Bonds as provided therein.

Section 407. Tax Covenants and Rebate Accounts. The District shall make deposits to and payments from the 2019 Rebate Account as set forth in the District’s Tax Certificate.

Section 408. Application of Revenues and Investment Earnings.

(a) 2019 Pledged Revenues. (i) The District shall deposit the 2019 Special Assessments with the Trustee promptly upon receipt. The Trustee shall deposit such amounts in the 2019 Revenue Account.

(ii) On each March 15 and September 15 (or if such March 15 or September 15 is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the 2019 Prepayment Subaccount of the 2019 Redemption Account, and, if the balance therein is greater than zero, shall transfer, but only after determining that following such transfer sufficient moneys will remain in the 2019 Revenue Account to meet the obligations in (iii) below on the immediately following May 1 or November 1, as applicable, from the 2019 Revenue Account, for deposit into the 2019 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of 2019 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in the 2019 Prepayment

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Subaccount in accordance with the provisions for extraordinary redemption of the 2019 Bonds as set forth therein.

(iii) On each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such date), the Trustee shall transfer from amounts on deposit in the 2019 Revenue Account to the 2019 Funds and Accounts designated below, the following amounts in the following order of priority and apply such amounts as provided below:

FIRST, to the 2019 Interest Account, an amount equal to the amount of interest payable on all 2019 Bonds then Outstanding on such May 1 or November 1, less any amount already on deposit in the 2019 Interest Account not previously credited;

SECOND, on each May 1 to the 2019 Sinking Fund Account an amount equal to the principal amount of any 2019 Bonds constituting Serial Bonds maturing on such May 1 or an amount equal to the Sinking Fund Installments on any 2019 Bonds constituting Term Bonds due on such May 1, less any amount already on deposit in the 2019 Sinking Fund Account not previously credited;

THIRD, to the 2019 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the 2019 Reserve Account Requirement;

FOURTH, at any time the 2019 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the 2019 Revenue Account to the 2019 Interest Account, the amount necessary to pay interest on the 2019 Bonds subject to redemption on such date; and

FIFTH, the balance shall be retained in the 2019 Revenue Account.

(b) On any date required by the Tax Certificate, the District shall give the Trustee written direction, and the Trustee shall, transfer from the 2019 Revenue Account to the 2019 Rebate Account in accordance with the Tax Certificate, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Certificate. To the extent insufficient moneys are on deposit in the 2019 Revenue Account to make the transfer provided for in the immediately preceding sentence, the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

(c) Anything herein or in the Master Indenture to the contrary notwithstanding, amounts in all of the Funds and Accounts held as security for the 2019 Bonds shall be invested only in 2019 Investment Obligations. Earnings on investments in the 2019 Interest Account, the 2019 Sinking Fund Account, the 2019 Revenue Account and the 2019 Prepayment Subaccount of the 2019 Redemption Account shall be deposited, as realized, to the credit of the 2019 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2019 Reserve Account (i) to the extent there is a surplus in the 2019 Reserve Account, shall be deposited in the 2019 Revenue Account unless otherwise directed by the District and (ii) to the extent there is a deficiency in the 2019 Reserve Account, shall be retained in the 2019 Reserve Account.

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(d) Anything to the contrary notwithstanding, it shall not constitute an Event of Default if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor, provided that such insufficiency does not result in there being insufficient amounts on deposit in the foregoing Funds and Accounts to pay the principal of and interest on the 2019 Bonds when due.

ARTICLE V

CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Eleventh Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture as modified by this Eleventh Supplemental Indenture and subject to the rights and remedies set forth in Articles VI and IX of the Master Indenture. The Trustee shall be responsible for the execution of its responsibilities and obligations under the Master Indenture and this Eleventh Supplemental Indenture, including its fiduciary obligations to the District and the Holders.

Section 502. Limitation of Trustee’s Responsibility. The Trustee shall not be responsible in any manner for or in respect of the due execution of this Eleventh Supplemental Indenture by the District or for the validity or sufficiency of this Eleventh Supplemental Indenture or the recitals contained herein, all of which recitals are made solely by the District.

ARTICLE VI

AMENDMENTS TO THE MASTER INDENTURE

Section 601. Requisite Holders for Direction or Consent. Anything in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision which requires not less than fifty-one percent of the Holders of the 2019 Bonds, shall in each case be deemed to refer to, and shall mean, the Majority Holders.

Section 602. Additional Events of Default. With respect to the 2019 Bonds, the following shall be additional Events of Default:

(a) If any time the amount in the 2019 Reserve Account is less than the 2019 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to pay the Debt Service on the 2019 Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or

(b) More than twenty percent (20%) of the “maintenance special assessments” levied by the District on lands upon which the 2019 Special Assessments are levied pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, within ninety (90) days of when due.

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Section 603. Acceleration of 2019 Bonds. With respect to the 2019 Bonds, the reference to “clauses (a) through (f) of Section 8.2” in the first sentence of Section 8.3 of the Master Indenture shall be amended to refer to “clauses (a) through (f) of Section 8.2 of the Master Indenture and clauses (a) and (b) of Section 602 of the Eleventh Supplemental Indenture”.

ARTICLE VII

MISCELLANEOUS

Section 701. Collection of 2019 Special Assessments. The District shall use the uniform method for levy, collection and enforcement for any non-ad valorem special assessments that are part of the 2019 Special Assessments pledged to secure the 2019 Bonds in accordance with Section 7.9 of the Master Indenture, unless all of the Holders of the 2019 Bonds agree otherwise. The District’s current arrangement with the Collier County tax collector to collect the 2019 Special Assessments shall be deemed adequate to meet the requirements of this Section.

Section 702. Integration. As supplemented by this Eleventh Supplemental Indenture, the Master Indenture is in all respect ratified and confirmed, and this Eleventh Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this Eleventh Supplemental Indenture and to the 2019 Bonds issued hereunder. To the extent of any conflicts between the terms and provisions of the Master Indenture and this Eleventh Supplemental Indenture, the terms and provisions hereof shall control.

Section 703. Counterparts. This Eleventh 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 together shall constitute but one and the same Eleventh Supplemental Indenture. The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eleventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 704. Severability. If any clause, provision or section of this Eleventh Supplemental Indenture is held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Eleventh Supplemental Indenture shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein. In case any agreement or obligation contained in this Eleventh Supplemental Indenture is held to be in violation of law, such agreement or obligation shall nevertheless be determined to be the agreement or obligation of the District to the fullest extent permitted by law.

Section 705. Governing Law. This Eleventh Supplemental Indenture shall be governed in accordance with the laws of the State of Florida.

[Signatures appear on the following page]

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IN WITNESS WHEREOF, Fiddler’s Creek Community Development District #2 has caused these presents to be signed in its name and on its behalf by its Chair, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created and the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer.

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2

[SEAL] By: Chair, Board of Supervisors ATTEST: By: Secretary

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WILMINGTON TRUST, NATIONAL ASSOCIATION as Successor Trustee

By: Vice President

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EXHIBIT A

Form of the 2019 Bond

No. R-__ $___________

United States of America State of Florida

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 SPECIAL ASSESSMENT REVENUE REFUNDING BOND, SERIES 2019

Interest Rate

Maturity Date

Dated Date CUSIP

_____% May 1, 20___ _____________, 2019 31573Q ___

Registered Holder: CEDE & CO. Principal Amount: __________________________________ DOLLARS

THE FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 HAS ESTABLISHED A BOOK ENTRY SYSTEM OF REGISTRATION FOR THIS BOND. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THE INDENTURE, CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), WILL BE THE REGISTERED HOLDER AND THE TRUSTEE AS CUSTODIAN FOR DTC WILL HOLD THIS BOND ON BEHALF OF EACH BENEFICIAL HOLDER HEREOF. BY ACCEPTANCE OF A CONFIRMATION OF PURCHASE, DELIVERY OR TRANSFER, EACH BENEFICIAL HOLDER OF THIS BOND SHALL BE DEEMED TO HAVE AGREED TO SUCH ARRANGEMENT. CEDE & CO., AS REGISTERED HOLDER OF THIS BOND, MAY BE TREATED AS THE HOLDER OF IT FOR ALL PURPOSES.

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, WITH RESPECT TO ANY BOND REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2, a community development district duly created and existing pursuant to Chapter 190, Florida Statutes (the “District”), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Holder set forth above, or registered assigns, on the maturity date shown hereon, unless this bond shall have been called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the

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outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above, on May 1 and November 1 of each year (each, an Interest Payment Date), commencing on May 1, 2020, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the Registered Holder hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 8.2 of the Master Indenture (hereinafter defined), the payment of interest and principal or redemption price shall be made by the Paying Agent (hereinafter defined) 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 Holder of this bond. Any payment of principal, or redemption price shall be made by wire transfer or other agreed to means but the final payment of principal shall be made only upon presentation hereof at the designated office of Wilmington Trust, National Association, located in Wilmington, Delaware, or any alternate or successor paying agent (collectively, “the Paying Agent”). Payment of interest shall be made by check or draft or by wire transfer to the Registered Holder set forth above if such Holder requests payment by wire transfer in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the Registered Holder set forth above owns not less than $1,000,000 in aggregate principal amount of the 2019 Bonds (defined herein) or all of the then Outstanding 2019 Bonds, as defined below. Interest on this bond will be computed on the basis of a 360-day year of twelve 30-day months.

This bond is one of a duly authorized issue of bonds of the District in the aggregate principal amount of $____________ designated “Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019” (the “2019 Bonds”) issuable under and governed by the terms of a Master Trust Indenture, dated as of June 1, 2003 (the “Master Indenture”), between the District and Wilmington Trust, National Association, as successor to U.S. Bank, National Association and as ultimate successor to Suntrust Bank, as trustee (the “Trustee”), as supplemented by an Eleventh Supplemental Trust Indenture, dated as of October 1, 2019 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the “Indenture”). The 2019 Bonds are issued to (i) refund the District’s outstanding Special Assessment Revenue Bonds, Series 2003A, (ii) pay certain costs of issuance of the 2019 Bonds, and (iii) make a deposit to the 2019 Reserve Account for the benefit of the 2019 Bonds. Capitalized terms used herein and not defined shall have the meanings set forth in the Master Indenture and the Supplemental Indenture.

NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL

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INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS BOND AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO HOLDER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2019 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2019 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2019 TRUST ESTATE, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.

This bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the designated office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of 2019 Bonds, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, and redemption price of, and the interest on, the 2019 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of 2019 Special Assessments (as defined in the Indenture), the terms and conditions under which the 2019 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Registered Holders of the 2019 Bonds, and, by the acceptance of this bond, the Registered and Beneficial Holders assent to all of the provisions of the Indenture. Terms not otherwise defined herein shall have the meaning ascribed to them in the Indenture. The 2019 Bonds are equally and ratably secured by the 2019 Trust Estate, without preference or priority of one 2019 Bond over another.

This bond is transferable by the Registered Holder hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Wilmington, Delaware, as Bond Registrar (the “Bond Registrar”), upon surrender of this bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new 2019 Bond or 2019 Bonds, in the same aggregate principal amount, of the same maturity and bearing interest at the same rate as the bond or bonds transferred, will be issued to the transferee, at the corporate trust office of the Bond Registrar in Wilmington, Delaware, in the manner and subject to the limitations and conditions provided in the Indenture and without cost, except for any tax or other governmental charge. 2019 Bonds may be exchanged for an equal aggregate principal amount of 2019 Bonds of the same maturity, in authorized denominations and bearing interest at the same rate or rates.

The District has established a book-entry system of registration for the 2019 Bonds. Except as specifically provided otherwise in the Indenture, an agent will hold this bond on behalf

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of the Beneficial Holder hereof. By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Holder of this bond shall be deemed to have agreed to such arrangement.

Optional Redemption

The 2019 Bonds maturing on or after May 1, 20__ are subject to redemption at the option of the District prior to maturity, in whole or in part at any time on or after May 1, 20__ at the redemption price of 100% of the principal amount of the 2019 Bonds to be redeemed together with accrued interest to the redemption date.

Mandatory Sinking Fund Redemption

The 2019 Bonds maturing May 1, 20__ are subject to mandatory sinking fund redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2019 Sinking Fund Account established under the Supplemental Indenture at a redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below.

Year

Principal Amount

Year

Principal Amount

____________ *Maturity

The 2019 Bonds maturing May 1, 20__ are subject to mandatory sinking fund redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2019 Sinking Fund Account established under the Supplemental Indenture at a redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below.

Year

Principal Amount

Year

Principal Amount

____________ *Maturity

The 2019 Bonds maturing May 1, 20__ are subject to mandatory sinking fund redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2019 Sinking Fund Account established under the Supplemental Indenture at a redemption price of 100% of

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the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below.

Year

Principal Amount

Year

Principal Amount

____________ *Maturity

Upon redemption or purchase of a 2019 Bond (other than redemption in accordance with scheduled Sinking Fund Installments), the District shall cause to be recalculated and delivered to the Trustee a revised schedule of Sinking Fund Installments recalculated so that Debt Service on the 2019 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to authorized denominations of principal) over the remaining term of the 2019 Bonds. The annual principal amounts so determined are hereinafter referred to as the “Aggregate Sinking Fund Installments.” The Sinking Fund Installments as so recalculated shall not result in an increase in the principal or Aggregate Sinking Fund Installments in any one year.

Extraordinary Mandatory Redemption

The 2019 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the redemption price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that moneys are transferred to the 2019 Prepayment Subaccount of the 2019 Redemption Account following the receipt of 2019 Prepayments.

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

Notice of each redemption of 2019 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Holder of 2019 Bonds to be redeemed at the address of such Registered Holder recorded on the bond register maintained by the Bond Registrar. On the date designated for, redemption, notice having been given and money for the payment of the redemption price being held by the Paying Agent, all as provided in the Indenture, the 2019 Bonds or such portions thereof so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such 2019 Bonds or such portions thereof on such date, interest on such 2019 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2019 Bonds or such portions thereof so called for redemption shall cease to

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be entitled to any benefit or security under the Indenture and the Holders thereof shall have no rights in respect of such 2019 Bonds or such portions thereof so called for redemption except to receive payments of the redemption price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Holder of this 2019 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.

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

Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any 2019 Bond which remain unclaimed for two (2) years after the date when such 2019 Bond has become due and payable, either at its stated maturity date 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 2019 Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.

This bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida, however, the 2019 Bonds may only be transferred as provided in the Indenture.

This bond is issued with the intent that the laws of the State of Florida shall govern its construction.

All acts, conditions and things required by the Constitution and laws of the State of Florida and the resolutions of the District to happen, exist and be performed precedent to and in the issuance of this bond and the execution of the Indenture, have happened, exist and have been performed as so required. 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 the execution by the Trustee of the Certificate of Authentication endorsed hereon.

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IN WITNESS WHEREOF, Fiddler’s Creek Community Development District #2 has caused this bond to bear the signature of the [Vice] Chair of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors, all as of the Dated Date set forth above.

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2

(SEAL) By: [Vice] Chair, Board of Supervisors ATTEST: By: Secretary

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CERTIFICATE OF AUTHENTICATION

This bond is one of the 2019 Bonds of the Series designated herein and described in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By: Authorized Signatory Date of Authentication

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[FORM OF ABBREVIATIONS FOR 2019 BONDS]

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

TEN COM as tenants in common

TEN ENT as tenant by the entireties

JT TEN as joint tenants with the right of survivorship and not as tenants in common

UNIFORM TRANS MIN ACT - _______ Custodian __________ under Uniform Transfers to Minors Act _______ (State)

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

(FORM OF 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 District, with full power of substitution in the premises.

Date: ___________________________Social Security Number of EmployerIdentification 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.

By: Authorized Signatory

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EXHIBIT B

FORM OF INVESTOR LETTER

[Date]

Fiddler’s Creek Community Development District #2 c/o Wrathell Hunt and Associates 2300 Glades Road, Suite 410W Boca Raton, Florida 33431 FMSbonds, Inc. 20660 W. Dixie Highway North Miami Beach, FL 33180

Wilmington Trust, National Association One Light Street, 14th Floor Baltimore, Maryland 21202

Re: $____________ Fiddler’s Creek Community Development District Special Assessment Revenue Refunding Bonds, Series 2019

Ladies and Gentlemen:

The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual Investor], as the beneficial owner (the "Investor") of $______ of the above-referenced Bonds [state maturing on, bearing interest at the rate of ___% per annum and CUSIP #] (herein, the "Investor Bonds").

In connection with the purchase of the Investor Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely:

1. The Investor has authority to purchase the Investor Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection with the purchase of the Investor Bonds.

2. The Investor is an "accredited investor" as described in Rule 501 under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor:

☐ a bank, insurance company, registered investment company, business development company, or small business investment company;

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☐ an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

☐ a charitable organization, corporation, or partnership with assets exceeding $5 million;

☐ a business in which all the equity owners are "accredited investors;"

☐ a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person, except that mortgage indebtedness on the primary residence shall not be included as a liability;

☐ a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

☐ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person.

3. The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated ___________, 2019 of the District and relating to the Bonds (the "Offering Document") and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.

Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Indenture.

Very truly yours, [Name], [Type of Entity] By: Name: Title: Date: Or [Name], an Individual

[THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK]

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APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL


APPENDIX B

FORM OF OPINION OF BOND COUNSEL

[closing date]

Board of Supervisors Fiddler’s Creek Community Development District #2

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by Fiddler’s Creek Community Development District #2 (the “District”) of its $__________ Special Assessment Revenue Refunding Bonds, Series 2019 (the “Bonds”), pursuant to the Constitution and laws of the State of Florida, including particularly the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”). The Bonds are being issued pursuant to the Act, Resolution No. 2003-15, Resolution No. 2019-07 and Resolution No. 2019-08 adopted by the Board of Supervisors of the District (the “Board”) on December 2, 2002, September 25, 2019 and September 25, 2019, respectively (collectively, the “Resolution”), and a Master Trust Indenture dated as of June 1, 2003 (the “Master Indenture”), as supplemented by an Eleventh Supplemental Trust Indenture dated as of October 1, 2019 (the “Supplemental Indenture,” and together with the Master Indenture, the “Indenture”), between the District and Wilmington Trust, National Association, as successor trustee (the “Trustee”). Capitalized terms used herein and not defined shall have the meanings given such terms by the Indenture.

We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. The scope of our engagement as bond counsel extends solely to an examination of the facts and law incident to rendering the opinions specifically expressed herein.

As to questions of fact material to our opinion, we have relied upon representations of the

District contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us and certifications and representations of the Developer, without undertaking to verify the same by independent investigation.

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 we have not independently verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings.

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We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

We are qualified to practice law in the State of Florida, and we do not purport to be

experts on, or to express any opinion herein concerning, any law other than the law of the State of Florida and the federal law of the United States of America.

Reference is made to the opinion of even date herewith of Woodward, Pires & Lombardo

P.A., Counsel to the District, on which we have solely relied, as to the due establishment and valid existence of the District, the due authorization, execution and delivery of the Indenture and the Bonds by the District and the due adoption of the Resolution and other resolutions and proceedings of the District relating to the Bonds, including with respect to the 2019 Special Assessments included in the 2019 Pledged Revenues.

We have also relied upon all findings in the final judgment rendered by the Circuit Court in and for Collier County, Florida on February 18, 2003.

Neither the Bonds nor the interest and premium, if any, payable thereon shall constitute a general obligation or general indebtedness of the District within the meaning of the Constitution and laws of the State 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 a lien upon any property of the District other than as provided in the Indenture. No owner of the Bonds or any other person shall ever have the right, directly or indirectly, to require or compel the exercise of any ad valorem taxing power of the District or any other public authority or governmental body to pay the principal of or interest and premium, if any, on the Bonds or to pay any other amounts required to be paid pursuant to the Indenture or the Bonds.

Based upon the foregoing, we are of the opinion that:

1. The District validly exists as a community development district under the Act.

2. The Indenture has been duly authorized and executed by the District and, assuming the due and proper authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding obligation of the District, enforceable against the District in accordance with its terms. The Indenture creates the valid pledge which it purports to create of the 2019 Trust Estate in the manner and to the extent provided therein.

3. The Bonds have been duly authorized, executed and delivered by the District and, upon authentication and delivery by the Trustee as required by the Indenture, will constitute the valid and binding special obligations of the District, payable solely in accordance with, and as limited by, the terms of the Indenture.

4. Under current law, interest on the Bonds (i) is excludable from the gross income of the owners of the Bonds for purposes of Federal income taxation under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) is not a specific item of tax

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preference for purposes of the Federal alternative minimum tax. We express no opinion regarding other Federal tax consequences arising with respect to the Bonds.

In providing the opinions set forth in this paragraph 4, we are assuming continuing compliance with the Covenants (as hereinafter defined) by the District. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied after the issuance of the Bonds in order for interest on the Bonds to be and remain excludable from gross income for purposes of Federal income taxation. These requirements include, by way of example and not limitation, restrictions on the use, expenditure and investment of the proceeds of the Bonds and the use of the property financed or refinanced by the Bonds, limitations on the source of the payment of and the security for the Bonds, and the obligation to rebate certain excess earnings on the gross proceeds of the Bonds to the United States Treasury. The Tax Certificate of even date herewith executed and delivered by the District (the “Tax Certificate”) contains covenants (the “Covenants”) under which the District has agreed to comply with such requirements. Failure by the District to comply with the Covenants could cause interest on the Bonds to become includable in gross income for Federal income tax purposes retroactively to their date of issue. In the event of noncompliance with the Covenants, the available enforcement remedies may be limited by applicable provisions of law and, therefore, may not be adequate to prevent interest on the Bonds from becoming includable in gross income for Federal income tax purposes. We have no responsibility to monitor compliance with the Covenants after the date of issue of the Bonds.

Certain requirements and procedures contained, incorporated or referred to in the Tax Certificate, including the Covenants, may be changed and certain actions may be taken or omitted under the circumstances and subject to the terms and conditions set forth in the Tax Certificate. We express no opinion concerning any effect on the excludability of interest on the Bonds from gross income for Federal income tax purposes under Section 103 of the Code of any such subsequent change or action that may be made, taken or omitted upon the advice or approval of counsel other than this firm.

5. Pursuant to the Act, the Bonds and the interest paid thereon are exempt from all taxes imposed by the State of Florida, except as to estate taxes, if any, and taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations, as defined in Chapter 220. We express no opinion regarding other tax consequences arising with respect to the Bonds under (i) the laws of the State of Florida or (ii) the laws of any state or local jurisdiction other than the State of Florida.

Our services as bond counsel to the District have been limited to rendering the foregoing opinions based on our review of such legal proceedings and other documents as we deem necessary. This opinion is given as of its date and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

It is to be understood that the rights of any holder of the Bonds and the enforceability of the Indenture and the Bonds may be subject to (a) any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences and fraudulent transfers or conveyances), reorganization, moratorium and other similar laws affecting creditors’ rights

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generally, (b) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and (c) the valid exercise of constitutional powers of the United States of America and of the sovereign police and taxing powers of the State of Florida or other governmental units having jurisdiction.

Very truly yours, McGuireWoods LLP

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APPENDIX C

2019 ASSESSMENT ALLOCATION REPORT


Fiddler’s Creek

Community Development District #2

Special Assessment Revenue Refunding Bonds, Series 2019 (Refunding of Special Assessment Revenue Bonds, Series 2003A)

Amended Supplemental Assessment Allocation Report

2614 N. Tamiami Trial, #502 Naples, Florida 34103

(239) 435-3988 www.cddflorida.com

October 7, 2019

2

FIDDLER’S CREEK COMMUNITY DEVELOPMENT DISTRICT #2 Special Assessment Revenue Refunding Bonds, Series 2019

Amended Supplemental Assessment Allocation Report

October 7, 2019

OVERVIEW In June 2003, the Fiddler’s Creek Community Development District #2 (the “District”) issued the Series 2003A Special Assessment Revenue Bonds (the “Series 2003A Bonds”) for the purpose of financing and managing the acquisition and construction of a portion of the public infrastructure necessary for the community development within the District. The Series 2003A Bonds are secured by and are being repaid from special assessments levied on the benefited parcels of property within the District (the “Series 2003A Special Assessments”).

The District proposes to refund the outstanding Series 2003A Bonds through the issuance of $14,330,000 of Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019 (the “Series 2019 Refunding Bonds”). The special assessments securing the Series 2019 Refunding Bonds will be imposed and levied on the same respective parcels of property encumbered by the Series 2003A Special Assessments.

PURPOSE

This Amended Supplemental Assessment Allocation Report revises and supplements the Supplemental Assessment Report Fiddler’s Creek Community Development #2 for the Series 2003A Bonds dated May 28, 2003 prepared by Fishkind & Associates, Inc. (“Series 2003A Supplemental Assessment Report”). The District will issue the Series 2019 Refunding Bonds at a reduced interest rate. The annual assessments per unit will be lower as a result of a reduced interest rate on the Series 2019 Bonds.

This Report provides a methodology that determines the amount of District debt to be allocated to specific properties within the District and the maximum annual debt service assessment. The Report is designed to conform to the requirements of Chapters 190 and 170, Florida Statutes.

REASONABLE AND FAIR APPORTIONMENT OF THE DUTY TO PAY

A reasonable estimate of the proportion of special and peculiar benefits received from the Series 2003A Bonds was described and calculated in the Series 2003A Supplemental Assessment Report. This Report does not change the apportionment; only the reallocation of the debt based on the sizing of the Series 2019 Refunding Bonds.

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ALLOCATION

This report was prepared to revise the allocation of assessments levied on properties within the District as a result of the issuance of the Series 2019 Refunding Bonds. The 2019 Refunding Bonds are being issued to refund all of the District’s outstanding Series 2003A Bonds.

Per the direction of the Board of Supervisor’s direction, $47,916.82 will be transferred from the Series 2003A Revenue Account into the Series 2003A Prepayment Account to match the PAR and lien amount. A total of $15,025,000 of Series 2003A Bonds will be refunded with the 2019 Refunding Bonds. Taking into account the liquidation of the existing Debt Service Reserve Fund for the Series 2003A Bonds and amounts on deposit in the Series 2003A Revenue Account, the Series 2003A Remedial Expenses Fund and the Series 2003A Prepayment Account, the par amount of the Series 2019 Refunding Bonds is $14,330,000.

Using the Series 2003A Supplemental Assessment Report adopted by the Board of Supervisors of the Fiddler’s Creek Community Development District #2, the special assessments used to amortize the Series 2019 Refunding Bonds have been allocated to the benefited property based upon the apportionment by the Board of the special benefits peculiar to the parcels of property.

The purpose of the refinancing is to take advantage of lower interest rates, resulting in reducing the annual debt service which will lower annual debt assessments charged to the property owners within the assessment area. The maturity date will not be extended. The Series 2019 Refunding Bonds will refund the existing bonds, fund the associated fees and costs and set up a debt service reserve fund (Exhibit A). The Series 2019 Refunding Bonds will be amortized with semiannual installments and the maturity date is May 1, 2035.

The allocation of the debt of the Series 2019 Refunding Bonds and the assessment roll are shown in Exhibit B.

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EXHIBITS

Sources:Bond Proceeds:

Par Amount 14,330,000.00$ Premium 867,319.00$

15,197,319.00$

Other Sources of Funds:Liquidation of Series 2003A Debt Service Reserve Fund 178,417.64$ Liquidation of Series 2003A Prepayment Fund 669,630.92$ **Liquidation of Series 2003A Remedial Exp Fund 10,524.52$ Liquidation of Series 2003A Revenue Fund 225,864.04$ **

1,084,437.12$

16,281,756.12$

Uses:Refunding Escrow Deposits:

Cash Deposit 15,578,420.84$

Other Fund Deposits:Debt Servcie Reserve Fund 150,000.00$

150,000.00$ Delivery Date Expenses:

Cost of Issuance 300,000.00$ Underwriter's Discount 250,775.00$

550,775.00$ Other Use of Funds:

Additional Proceeds 2,560.28$

16,281,756.12$

** Includes $47,916.82 transferred from the revenue account to match the PAR and Lien amount in accordance with the Fiddler's Creek CDD #2 Board's direction.

Exhibit A

Fiddler's Creek Community Development District #2

Special Assessment Refuding Bonds, Series 2019Sources and Uses of Funds

page 2 of 16

CurrentAssessed Current Principal Current Principal FY 2020 Annual FY 2020 Annual

Product Type Units Balance Balance Per Unit Debt Service Debt Service Per Unit

Laguna 126 1,639,917.14$ 13,015.22$ 189,000.00$ 1,500.00$ Laguna 1 13,015.22$ 13,015.22$ Varenna 141 2,244,976.76$ 15,921.82$ 253,800.00$ 1,800.00$ Varenna prepaid 2 31,843.64$ 15,921.82$ Varenna II 6 164,840.61$ 27,473.44$ 16,800.00$ 2,800.00$ Marengo 65 1,031,316.12$ 15,866.40$ 117,000.00$ 1,800.00$ Marengo 2 31,732.80$ 15,866.40$ Marengo II 17 463,414.44$ 27,259.67$ 49,216.53$ 2,895.09$ Menaggio 40 824,246.09$ 20,606.15$ 88,000.00$ 2,200.00$ Menaggio II 18 469,788.89$ 26,099.38$ 52,111.62$ 2,895.09$ Menaggio II prepaid 1 26,099.38$ 26,099.38$ Menaggio III 32 1,122,012.89$ 35,062.90$ 122,223.04$ 3,819.47$ Serena 63 1,123,659.68$ 17,835.87$ 126,000.00$ 2,000.00$ Serena II 1 23,859.03$ 23,859.03$ 2,500.00$ 2,500.00$ Serena III 11 298,735.83$ 27,157.80$ 31,845.99$ 2,895.09$ Sonoma 41 731,270.53$ 17,835.87$ 82,000.00$ 2,000.00$ Chiasso 3 78,724.42$ 26,241.47$ 9,000.00$ 3,000.00$ Chiasso II 24 1,124,101.99$ 46,837.58$ 122,400.00$ 5,100.00$ Chiasso II prepaid 5 234,187.92$ 46,837.58$ Millbrook 30 953,093.06$ 31,769.77$ 105,000.00$ 3,500.00$ Millbrook II 4 194,789.82$ 48,697.46$ 20,400.00$ 5,100.00$ Amador 27 1,264,614.74$ 46,837.58$ 137,700.00$ 5,100.00$ Amador prepaid 3 140,512.75$ 46,837.58$ Mussorie 2 93,675.16$ 46,837.58$ 10,200.00$ 5,100.00$ Mussorie prepaid 4 187,350.33$ 46,837.58$ Marengo III 6 240,498.67$ 40,083.11$ 26,407.80$ 4,401.30$ Lagomar Phase 2 5 267,833.19$ 53,566.64$ 29,192.85$ 5,838.57$ balance prepaymt acct 4,888.89$ Total Series 2003A 680 15,025,000.00$ 1,590,797.83$ **

** Per unit assessments include allowance for early payment discount (4%) and collection costs (3.5%)

Exhibit B-1

Fiddler's CreekCommunity Development District #2

Allocation of DebtSpecial Assessment Revenue Bonds, Series 2003A

page 3 of 16

Total NETAssessed Principal Principal Maximun Annual Maximum Annual

Product Type Units Balance Balance Per Unit Debt Service Debt Service Per Unit savings

Laguna 126 1,637,019.05$ 12,992.21$ 165,433.48$ 1,312.96$ 12.5%Varenna 141 2,241,009.40$ 15,893.68$ 222,153.53$ 1,575.56$ 12.5%Varenna II 6 164,549.30$ 27,424.88$ 14,705.20$ 2,450.87$ 12.5%Marengo 65 1,029,493.56$ 15,838.36$ 102,411.20$ 1,575.56$ 12.5%Marengo II 17 462,595.49$ 27,211.50$ 43,079.69$ 2,534.10$ 12.5%Menaggio 40 822,789.46$ 20,569.74$ 77,027.23$ 1,925.68$ 12.5%Menaggio II 18 468,958.67$ 26,053.26$ 45,613.79$ 2,534.10$ 12.5%Menaggio III 32 1,120,030.04$ 35,000.94$ 106,982.98$ 3,343.22$ 12.5%Serena 63 1,121,673.93$ 17,804.35$ 110,288.99$ 1,750.62$ 12.5%Serena II 1 23,816.87$ 23,816.87$ 2,188.27$ 2,188.27$ 12.5%Serena III 11 298,207.90$ 27,109.81$ 27,875.10$ 2,534.10$ 12.5%Sonoma 41 729,978.22$ 17,804.35$ 71,775.37$ 1,750.62$ 12.5%Chiasso 3 78,585.29$ 26,195.10$ 7,877.78$ 2,625.93$ 12.5%Chiasso II 24 1,122,115.46$ 46,754.81$ 107,137.87$ 4,464.08$ 12.5%Millbrook 30 951,408.74$ 31,713.62$ 91,907.49$ 3,063.58$ 12.5%Millbrook II 4 194,445.59$ 48,611.40$ 17,856.31$ 4,464.08$ 12.5%Amador 27 1,262,379.89$ 46,754.81$ 120,530.11$ 4,464.08$ 12.5%Mussorie 2 93,509.62$ 46,754.81$ 8,928.16$ 4,464.08$ 12.5%Marengo III 6 240,073.65$ 40,012.28$ 23,115.00$ 3,852.50$ 12.5%Lagomar Phase 2 5 267,359.87$ 53,471.97$ 25,552.78$ 5,110.56$ 12.5%

Total Series 2019 662 14,330,000.00$ 1,392,440.34$ **

** Per unit assessments include allowance for early payment discount (4%) and collection costs (3.5%)

Community Development District #2

Allocation of Debt

Fiddler's Creek

Special Assessemnt Revenue Refunding Bonds, Series 2019

page 4 of 16

Proposed ProposedFolio Number Series 2003A Series 2019 Series 2003A Series 201932433041468 46,837.58$ -$ -$ -$ 32433041484 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433041507 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433041523 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433041549 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433041565 46,837.58$ -$ -$ -$ 32433041581 46,837.58$ -$ -$ -$ 32433043288 160,332.38$ 160,049.10$ 17,605.20$ 15,410.00$ 32433043343 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043369 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043385 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043408 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043424 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043440 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043466 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043482 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043505 48,697.45$ 48,611.40$ 5,100.00$ 4,464.08$ 32433043521 48,697.45$ 48,611.40$ 5,100.00$ 4,464.08$ 32433043547 48,697.45$ 48,611.40$ 5,100.00$ 4,464.08$ 32433043563 48,697.45$ 48,611.40$ 5,100.00$ 4,464.08$ 32433043589 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043602 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043628 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043644 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043660 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043686 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043709 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043725 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043741 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043767 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043783 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043822 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043848 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043864 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043880 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043903 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043929 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043945 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043961 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433043987 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433044009 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433044025 31,769.77$ 31,713.62$ 3,500.00$ 3,063.58$ 32433044520 1,122,012.99$ 1,120,030.04$ 122,223.04$ 106,982.98$ 32433044986 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045008 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045024 46,837.59$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045040 46,837.59$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045066 46,837.59$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045082 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045105 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$

Maximum Annual Debt ServicePAR Outstanding

Fiddler's Creek Community Development District #2Special Assessment Revenue Refunding Bonds, Series 2019

Exhibit B-2

page 5 of 16

Proposed ProposedFolio Number Series 2003A Series 2019 Series 2003A Series 2019


32433045121 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045147 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045163 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045189 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045202 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045228 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045244 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045260 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045286 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045309 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045325 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045341 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045367 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045383 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045406 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045464 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045503 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045529 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045545 26,241.47$ 26,195.10$ 3,000.00$ 2,625.93$ 32433045561 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045587 26,241.47$ 26,195.10$ 3,000.00$ 2,625.93$ 32433045600 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045626 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045642 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045668 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045684 26,241.47$ 26,195.10$ 3,000.00$ 2,625.93$ 32433045707 46,837.58$ -$ -$ -$ 32433045781 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045846 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045862 46,837.58$ -$ -$ -$ 32433045888 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045927 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045943 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045969 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433045985 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046007 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046023 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046049 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046065 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046081 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046104 46,837.58$ -$ -$ -$ 32433046120 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046146 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046227 46,837.58$ -$ -$ -$ 32433046447 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433046463 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 32433050129 46,837.59$ 46,754.81$ 5,100.00$ 4,464.08$ 32433050145 46,837.59$ -$ -$ -$ 53264301767 53,566.64$ 53,471.97$ 5,838.57$ 5,110.56$ 53264302009 53,566.64$ 53,471.97$ 5,838.57$ 5,110.56$ 53264302164 53,566.64$ 53,471.97$ 5,838.57$ 5,110.56$ 53264302287 53,566.64$ 53,471.97$ 5,838.57$ 5,110.56$ 53264302368 53,566.64$ 53,471.97$ 5,838.57$ 5,110.56$ 53264700025 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$

page 6 of 16



53264700041 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700067 13,015.21$ -$ -$ -$ 53264700083 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700106 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700122 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700148 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700164 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700180 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700203 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700229 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700245 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700261 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700287 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700300 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700326 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700342 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700368 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700384 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700407 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700423 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700449 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700465 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700481 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700504 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700520 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700546 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700562 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700588 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700601 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700627 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700643 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700669 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700685 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700708 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700724 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700740 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700766 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700782 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700805 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700821 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700847 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700863 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700889 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700902 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700928 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700944 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700960 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264700986 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701008 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701024 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701040 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701066 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701082 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701105 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$

page 7 of 16



53264701121 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701147 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701163 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701189 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701202 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701228 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701244 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701260 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701286 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701309 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701325 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701341 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701367 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701383 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701406 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701422 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701448 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701464 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701480 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701503 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701529 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701545 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701561 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701587 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701600 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701626 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701642 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701668 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701684 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701707 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701723 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701749 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701765 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701781 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701804 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701820 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701846 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701862 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701888 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701901 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701927 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701943 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701969 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264701985 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702007 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702023 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702049 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702065 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702081 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702104 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702120 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702146 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702162 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702188 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$

page 8 of 16



53264702201 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702227 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702243 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702269 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702308 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702324 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702340 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702366 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702382 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702405 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702421 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702447 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702463 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702489 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702502 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702528 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702544 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 53264702560 13,015.21$ 12,992.21$ 1,500.00$ 1,312.96$ 59540000029 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000045 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540000061 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000087 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000100 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000126 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000142 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000168 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000184 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000207 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000223 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000249 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000265 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000281 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000304 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000320 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000346 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000362 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000388 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000401 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000427 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000443 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540000469 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000485 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000508 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000524 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000540 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540000566 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000582 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000605 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000621 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000663 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000689 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000702 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000728 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000744 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$

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59540000760 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000786 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000809 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000825 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000841 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000867 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000883 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000906 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000922 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540000948 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000964 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540000980 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001002 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001028 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001044 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001060 15,866.40$ -$ -$ -$ 59540001086 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001109 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001167 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001183 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001222 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001248 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001264 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001280 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001303 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001329 15,866.40$ -$ -$ -$ 59540001345 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001361 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001387 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001400 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001426 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001442 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001468 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001484 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001507 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001523 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001549 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001565 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001581 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001604 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001620 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001646 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001662 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001688 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001701 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001727 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001743 27,259.66$ 27,211.50$ 2,895.09$ 2,534.10$ 59540001769 15,866.40$ 15,838.36$ 1,800.00$ 1,575.56$ 59540001921 40,083.10$ 40,012.28$ 4,401.30$ 3,852.50$ 59540002140 40,083.10$ 40,012.28$ 4,401.30$ 3,852.50$ 60025000025 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000041 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000067 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000083 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$

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60025000106 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000122 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000148 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000164 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000180 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000203 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000229 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000245 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000261 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000287 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000300 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000326 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000342 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000368 26,099.37$ -$ -$ -$ 60025000384 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000407 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000423 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000449 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000465 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000481 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000504 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000520 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000546 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000562 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000821 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000847 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000863 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000889 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025000902 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000928 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000944 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025000960 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001228 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001244 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001260 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001286 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001325 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001341 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001367 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001383 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001406 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001422 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001448 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001464 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001480 26,099.37$ 26,053.26$ 2,895.09$ 2,534.10$ 60025001503 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001529 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001545 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001561 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001587 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001600 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001626 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001642 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60025001668 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$

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60025001684 20,606.16$ 20,569.74$ 2,200.00$ 1,925.68$ 60696000140 46,837.58$ -$ -$ -$ 60696000166 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 60696000247 46,837.58$ -$ -$ -$ 60696000263 46,837.58$ -$ -$ -$ 60696000360 46,837.58$ -$ -$ -$ 60696000386 46,837.58$ 46,754.81$ 5,100.00$ 4,464.08$ 73240000020 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000046 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000062 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000088 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000101 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000127 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000143 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000169 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000185 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000208 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000224 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000240 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000266 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000282 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000305 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000321 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000347 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000363 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000389 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000402 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000428 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000444 23,859.03$ 23,816.87$ 2,500.00$ 2,188.27$ 73240000460 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000486 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000509 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000525 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000541 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240000567 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000583 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000606 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000622 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240000648 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000664 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000680 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000703 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000729 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000745 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000761 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000787 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000800 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000826 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000842 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000868 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000884 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240000923 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000949 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240000965 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$

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73240000981 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001003 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001029 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001045 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001061 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001087 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001100 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001126 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001142 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001168 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001184 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001207 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001223 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001249 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001265 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001281 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001304 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001320 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001346 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001362 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001388 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001401 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001427 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001443 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73240001469 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001485 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001508 27,157.80$ 27,109.81$ 2,895.09$ 2,534.10$ 73240001524 17,835.85$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900029 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900045 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900061 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900087 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900100 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900126 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900142 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900168 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900184 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900207 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900223 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900249 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900265 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900281 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900304 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900320 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900388 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900401 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900427 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900443 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900469 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900485 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900508 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900524 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900540 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900566 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$

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73749900582 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900605 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900647 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900663 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900689 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900702 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900728 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900744 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900760 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900786 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900809 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900825 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900841 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900867 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 73749900883 17,835.86$ 17,804.35$ 2,000.00$ 1,750.62$ 79821900022 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900048 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900064 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900080 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900103 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900129 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900145 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900161 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900187 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900200 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900226 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900242 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900268 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900284 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900307 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821900323 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900349 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900365 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900381 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900404 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900420 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900446 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900462 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900488 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900501 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900527 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900543 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900569 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900585 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900608 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900624 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900640 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900666 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900682 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900705 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821900721 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900747 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821900763 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900789 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$

page 14 of 16



79821900802 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900828 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900844 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900860 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900886 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900909 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900925 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900967 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821900983 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901005 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901021 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901047 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901063 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901089 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901102 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901128 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901144 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901160 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901186 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901209 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901225 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901241 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901267 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901283 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901306 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901348 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901364 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901380 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901403 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901429 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901445 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901461 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901487 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901500 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901526 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901542 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901568 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901607 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901623 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901649 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901665 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901681 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901704 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901720 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901746 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901762 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901788 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901801 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901827 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901843 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901869 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901885 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901908 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901924 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$

page 15 of 16



79821901940 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901966 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821901982 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902004 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902020 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902046 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902062 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902088 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902101 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902127 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902143 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902169 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902185 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902208 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902224 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902240 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902266 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902282 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902305 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902321 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902347 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902363 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902389 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902402 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902428 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902444 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902460 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902486 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902509 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902525 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902541 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902567 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902583 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902606 15,921.82$ -$ -$ -$ 79821902622 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902648 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902664 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902680 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902703 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902729 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902745 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821902761 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902787 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902800 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902826 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902842 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902868 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821902884 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902907 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902923 15,921.82$ -$ -$ -$ 79821902949 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902965 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821902981 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$ 79821903003 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$

page 16 of 16



79821903029 27,473.43$ 27,424.88$ 2,800.00$ 2,450.87$ 79821903045 15,921.82$ 15,893.68$ 1,800.00$ 1,575.56$

4,888.89$ rounding 2.98$ (0.05)$

15,025,000.00$ 14,330,000.00$ 1,590,797.83$ 1,392,440.34$

APPENDIX D

DISTRICT'S FINANCIAL STATEMENTS


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APPENDIX E

PROPOSED FORM OF DISCLOSURE AGREEMENT


E-1

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Disclosure Agreement") dated as of October __, 2019 is executed and delivered by the Fiddler's Creek Community Development District #2 (the "Issuer" or the "District") and Wrathell, Hunt and Associates, LLC, a Florida limited liability company, as dissemination agent (the "Dissemination Agent") in connection with the Issuer's Special Assessment Revenue Refunding Bonds, Series 2019 (the "Bonds"). The Bonds are secured pursuant to a Master Trust Indenture dated as of June 1, 2003 (the "Master Indenture") and an Eleventh Supplemental Trust Indenture dated as of October 1, 2019 (the "Eleventh Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), by and between the Issuer and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Baltimore, Maryland, as trustee (the "Trustee"). The Issuer and the Dissemination Agent covenant and agree as follows:

1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer agrees to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

2. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:

"Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.

"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Assessment Area" shall mean that portion of the District lands subject to Assessments.

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"Assessments" shall mean the non-ad valorem 2019 Special Assessments pledged to the payment of the Bonds pursuant to the Indenture.

"Audited Financial Statements" means the financial statements of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Audited Financial Statements Filing Date" means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report.

"Beneficial Owner" shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

"Business Day" means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.

"Disclosure Representative" shall mean as to the Issuer, the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent.

"Dissemination Agent" shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 8 hereof. Wrathell, Hunt and Associates, LLC has been designated as the initial Dissemination Agent hereunder.

"District Manager" shall mean Wrathell, Hunt and Associates, LLC, and its successors and assigns.

"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures located at http://emma.msrb.org/.

"EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.

"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. If the definition of "financial obligation" in the Rule is amended, the same amendment shall be deemed to be made to the

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definition of "Financial Obligation" for purposes of this Disclosure Agreement, without further action by the Issuer.

"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.

"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated October __, 2019, prepared in connection with the issuance of the Bonds.

"Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Agreement.

"MSRB" means the Municipal Securities Rulemaking Board.

"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer.

"Participating Underwriter" shall mean FMSbonds, Inc.

"Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

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

"SEC" means the Securities and Exchange Commission.

"State" shall mean the State of Florida.

"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.

3. Provision of Annual Reports.

(a) Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than one hundred eighty (180) days after the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ended September 30, 2019. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other

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information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6.

(b) If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 6(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.

(c) If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 6(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.

(d) The Dissemination Agent shall:

(i) determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and

(ii) promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statement has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.

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(e) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.

4. Content of Annual Reports.

(a) Each Annual Report shall contain the following Annual Financial Information with respect to the Issuer:

(i) The amount of Assessments levied in the Assessment Area for the most recent prior Fiscal Year.

(ii) The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year.

(iii) If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners.

(iv) If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent prior Fiscal Year.

(v) All fund balances in all Funds and Accounts for the Bonds.

(vi) The total amount of Bonds Outstanding.

(vii) The amount of principal and interest to be paid on the Bonds in the current Fiscal Year.

(viii) The most recent Audited Financial Statements of the Issuer.

(ix) In the event of any amendment or waiver of a provision of this Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered more than one

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hundred eighty (180) days after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including limited offering memorandums and official statements of debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.

(b) The Issuer agrees to supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer, Obligated Persons 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, an Obligated Person or others as thereafter disseminated by the Dissemination Agent.

(c) Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

5. Intentionally Omitted.

6. Reporting of Significant Events.

(a) This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events:

(i) Principal and interest payment delinquencies;

(ii) Non-payment related defaults, if material;

(iii) Unscheduled draws on the Series 2019 Reserve Account reflecting financial difficulties;

(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;∗

(v) Substitution of credit or liquidity providers, or their failure to perform;*

(vi) 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; ∗ Not applicable to the Bonds at their date of issuance.

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(vii) Modifications to rights of Bond holders, if material;

(viii) Bond calls, if material, and tender offers;

(ix) Defeasances;

(x) Release, substitution, or sale of property securing repayment of the Bonds, if material;

(xi) Rating changes;∗

(xii) Bankruptcy, insolvency, receivership or similar event of the Issuer or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person);

(xiii) Consummation of a merger, consolidation, or acquisition involving the Issuer or any Obligated Person or the sale of all or substantially all of the assets of the Issuer or any 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;

(xiv) Appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

(xv) Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;

(xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;

(xvii) Failure to provide any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws; and

∗ Not applicable to the Bonds at their date of issuance.

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(xviii) Any amendment to the accounting principles to be followed in preparing financial statements as required pursuant to Section 4(a)(ix) hereof.

(b) The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Event described in Section 6(a)(xvii) and (xviii), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice by the Issuer to the Dissemination Agent shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is in compliance within the filing dates provided within this Section 6(b)).

(c) If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.

7. Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.

8. Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be Wrathell, Hunt and Associates, LLC. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of Wrathell, Hunt and Associates, LLC. Wrathell, Hunt and Associates, LLC, may terminate its role as Dissemination Agent at any time upon delivery of thirty (30) days prior written notice to the District and each Obligated Person.

9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to

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that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

11. Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

12. Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement between the District and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA compliant format.

13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Trustee, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.

14. Assessment Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent assessment roll provided to the Collier County Tax Collector and the Issuer's most recent adopted budget.

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15. Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Collier County, Florida.

16. Counterparts. This Disclosure Agreement may be executed in several counterparts and by PDF signature and all of which shall constitute but one and the same instrument.

17. Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.

18. Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

FIDDLER'S CREEK COMMUNITY DEVELOPMENT DISTRICT #2, AS ISSUER

[SEAL]

By: Elliot Miller, Chairperson

Board of Supervisors ATTEST:

By: ____________, Secretary

WRATHELL, HUNT AND ASSOCIATES, LLC, and its successors and assigns, AS DISSEMINATION AGENT

By: Name: Title:

CONSENTED TO AND AGREED TO BY:

DISTRICT MANAGER

WRATHELL, HUNT AND ASSOCIATES, LLC, AS DISTRICT MANAGER

By: Name: Title:

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Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only:

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE

By: Name: Title:

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EXHIBIT A

FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE [ANNUAL REPORT][AUDITED FINANCIAL STATEMENTS

Name of Issuer: Fiddler's Creek Community Development District #2

Name of Bond Issue: $_________ original aggregate principal amount of Special Assessment Revenue Refunding Bonds, Series 2019

Obligated Person(s): Fiddler's Creek Community Development District #2 Original Date of Issuance: October __, 2019

CUSIP Numbers: _________ NOTICE IS HEREBY GIVEN that the [Issuer][Obligated Person] has not provided an

[Annual Report] [Audited Financial Statements] with respect to the above-named Bonds as required by [Section 3] [Section 4] of the Continuing Disclosure Agreement dated October ____, 2019, by and between the Issuer and the Dissemination Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the [Annual Report] [Audited Financial Statements] will be filed by _______________, 20____. Dated: ______________ ________________, as Dissemination Agent

By: Name: Title:

cc: Issuer Trustee


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Documents

Fiddler’s Creek Community Development District #2 · The Fiddler’s Creek Community Development District #2 Special Assessment Revenue Refunding Bonds, Series 2019 (the "2019 Bonds")