One Daytona Community Development District

12051 Corporate Boulevard, Orlando, FL 32817; 407-382-3256

The following is the proposed agenda for the upcoming Board of Supervisors' Continued Meeting for the One Daytona Community Development District ("District"), scheduled to begin at 10:00

a.m. on October 10, 2018 at the International Motorsports Center, One Daytona Boulevard, Daytona Beach, FL 32114. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jennifer Walden at jenniferw@fishkind.com or (407) 382-3256. A quorum (consisting of at least three of the five Board Members) will be confirmed prior to the start of the Board Meeting.
For those unable to attend in person, you may participate by telephone:
Dial-In	1-866-398-2885
Code:	656827

BOARD OF SUPERVISORS' CONTINUED MEETING PROPOSED AGENDA

Organizational Matters
Roll call to confirm a quorum
Public Comment Period (During which time any member of the public may speak on a specific agenda item before the item is considered by the Board of Supervisors.)

General Business Matters
Consideration of Resolution 2019-01, Authorizing the Issuance of Not to Exceed
$10,500,000 Aggregate Principal Amount of One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018

Other Business
A Staff Reports
District Counsel
District Manager
District Engineer
Audience Comments
Supervisor Requests

Adjournment of the Board of Supervisors' Meeting

1

RESOLUTION 2019-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$10,500,000 AGGREGATE PRINCIPAL AMOUNT OF ITS ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2018 (THE "SERIES 2018 BOND"); DETERMINING CERTAIN DETAILS OF THE SERIES 2018 BOND; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER TRUST INDENTURE AND A FIRST SUPPLEMENTAL TRUST INDENTURE; APPROVING AND ACCEPTING A REVENUE PROJECTION REPORT FROM FISHKIND AND ASSOCIATES, INC.; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2018 BOND; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2018 BOND; MAKING CERTAIN DECLARATIONS; PROVIDING FOR THE REGISTRATION OF THE SERIES 2018 BOND; AUTHORIZING THE ISSUANCE AND DELIVERY OF A DEFERRED OBLIGATION; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.

WHEREAS, the One Daytona Community Development District (the "Issuer") is a local unit of special purpose government duly organized and existing under the provisions of the  Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. 2014-29 enacted on February 5, 2014 by the City Commission of the City of Daytona Beach, Florida (the "City"), effective on February 15, 2014, for the purpose, among other things, of financing and managing the acquisition and construction, maintenance, and operation of the major capital infrastructure within and without the boundaries of the premises to be governed by the Issuer (the "District"); and
WHEREAS, the premises to be governed by the Issuer (the "District Lands") consist of approximately 189 acres of land located entirely within the City of Daytona Beach; and
WHEREAS, the City and the District previously entered into the One Daytona Development Incentive Agreement (the "City Incentive Agreement") pursuant to which  the City agreed to make certain annual economic incentive grant payments to the District in exchange for the District undertaking certain public infrastructure improvements as described in the City Incentive Agreement up to an amount not to exceed the present value of $18,000,000; and

WHEREAS, the District Lands have been improved by certain improvements described in the Engineer's Report for One Daytona Community Development District dated February 28, 2014 prepared by Zev Cohen & Associates, Inc. (the "Project"); and

WHEREAS, the Issuer desires to acquire certain components of the Project acquired and constructed by Daytona Beach Property Holdings Retail, LLC (the "Developer") pursuant to the terms of the Acquisition Agreement by and between One Daytona Community Development District and Daytona Beach Property Holdings Retail, LLC dated as of January 27, 2017, as amended and supplemented (the "Acquisition Agreement"); and

WHEREAS, the Issuer duly adopted Resolution No. 2014-12 on June 11, 2014 (the "Initial Resolution"), authorizing, among other things, the issuance in one or more series of not to exceed $53,000,000 aggregate principal amount of its Capital Improvement Revenue Bonds; and

WHEREAS, the authority to issue such obligations was validated by the Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida pursuant to a judgment entered on September 11, 2014; and

WHEREAS, pursuant to the Master Trust Indenture dated as of October 1, 2018 (the "Master Indenture"), as supplemented by the First Supplemental Trust Indenture dated as of October 1, 2018, (the "First Supplemental Indenture" and together with the Master Indenture, the "Indenture"), between the Issuer and U.S. Bank National Association, as Trustee (the "Trustee"), the Issuer will issue its One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018 (the "Series 2018 Bond") as an issue of Bonds under the Master Indenture to finance the acquisition price of the portion of the Project being acquired by the Issuer from the Developer; and

WHEREAS, the Issuer commissioned Fishkind & Associates, Inc. to prepare the memorandum dated September 12, 2018 (the "Revenue Projection Report") to evaluate the impact of the planned development program by the Developer measured in terms of the projected level of City Grant Funds to be contributed by the City to the Issuer; and

WHEREAS, based on the Developer's current development plan, as described in the Revenue Projection Report, it is estimated that the City Grant Funds payable under the City Incentive Agreement will be sufficient to pay the principal of and interest on the Series 2018 Bond prior to the expiration of the City Incentive Agreement; and

WHEREAS, there has been submitted to this meeting with respect to the issuance and sale of the Series 2018 Bond and submitted to the Board:

a form of Master Trust Indenture and a form of First Supplemental Trust Indenture, each between the Trustee and the Issuer attached hereto as Exhibit A and Exhibit B, respectively; and

the Revenue Projection Report attached hereto as Exhibit C; and

WHEREAS, the difference between the principal amount of the Series 2018 Bond and the cost of the improvements payable with amounts due under the City Incentive Agreement equals $7,500,000 that will represent Deferred Costs to be evidenced by a Deferred Obligation of the District and payable should amounts become available under the City Incentive Agreement by future development within the District;
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of One Daytona Community Development District, as follows:
Section 1. Authorization, Designation and Principal Amount of the Series 2018 Bond. There is hereby authorized and directed to be issued the Issuer's One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018 (the "Series 2018 Bond") in the form of a capital appreciation bond, in the initial aggregate principal amount of $10,500,000 to be issued and delivered to the Developer in consideration for transfer of the title to the Improvements being  acquired pursuant to the Acquisition Agreement and described in Exhibit D hereto (the "Improvements"). Additionally, the Developer, as the holder of the Series 2018 Bond, shall be entitled to receive the payment of the Maturity Amount on the Maturity Date as described in the First Supplemental Indenture, provided that such Maturity
Amount shall be funded with the Series 2018 Pledged Revenues consisting mainly of City Grant Funds. It is hereby found and determined that given the unproven collection history of the City Grant Funds it is in the best interest of the Issuer to sell the Series 2018 Bond in a private negotiated sale to the Developer. The disclosure statements of the Developer, as the initial purchaser of the Series 2018 Bond, as required by Section 218.385 of the Florida Statutes, are to be delivered to the Issuer prior to the delivery of the Series 2018 Bond, a copy of which is attached hereto as Exhibit E and will be entered into the official records of the Issuer.
Section 2. Designation of Attesting Members. The Chairman or the Secretary of the Board of Supervisors (the "Board") of the Issuer, or in the case of the absence of either or the inability to act of either, the Vice Chairman or Assistant Secretaries and members of the Board (each  individually a "Designated Member"), are hereby designated and authorized  on  behalf  of
the  Board to attest  to the  seal  of  the  Board  and to the  signature  of  the  Chairman  or   Vice
Chairman of the Board as they appear on the Series 2018 Bond, the Master Indenture, the First Supplemental Indenture, the Acquisition Agreement and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Series 2018 Bond and in connection with the acquisition of the Improvements.
Section 3. Details of the Series 2018 Bond. The Issuer hereby determines that the Series 2018 Bond shall be issued as a capital appreciation bond, be dated the date of delivery to the Developer, bear interest at a rate per annum equal to 2.625%, compounded annually, mature on October 1, 2046, and have such redemption provisions as provided in the First Supplemental Indenture.
Section 4. Trust Indenture. The Issuer hereby approves and authorizes the execution by the Chairman or any Designated Member and the Secretary and the delivery of the

Master Indenture and the First Supplemental Indenture in substantially the forms thereof attached hereto as Exhibit A and Exhibit B, respectively, with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the Issuer's approval of any changes therein from the form Master Indenture and form First Supplemental Indenture attached hereto.
Section 5.	Revenue Projection Report. The Issuer hereby approves and accepts the Revenue Projection Report, a copy of which is attached hereto as Exhibit C.

Section 6.	Appointment of Trustee.

.  Bank  National  Association   is hereby

confirmed to serve as Trustee, and is appointed Authenticating Agent under the Indenture.

to serve as Paying Agent, Registrar and

Section 7. Authorization, Designation and Amount of the Deferred Obligation. There is hereby authorized and directed to be issued a Deferred Obligation which shall constitute a non-interest bearing obligation in an amount of $7 ,500,000 to be issued and delivered to the Developer in consideration for transfer of the title to the Improvements being acquired pursuant to the Acquisition Agreement and described in Exhibit  D  hereto representing the balance of the acquisition price. The Developer, as the holder of the Deferred Obligation, shall be entitled to receive, at such time as no Bonds remaining Outstanding under the Indenture and in the event amounts become available under the City Incentive Agreement by future development within the District, City Grant Revenues received through October 1, 2046, if any. The Issuer hereby approves and authorizes the execution by the Chairman or any Designated Member and the Secretary and the delivery of the Deferred Obligation in substantially the form thereof attached hereto as Exhibit E with such changes therein as shall be approved by the Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the Issuer's approval of any changes therein from the form of Deferred Obligation attached hereto
Section 8. Further Official  Action;  Ratification of  Prior  and Subsequent  Acts. Each Designated Member is hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2018 Bond, any other agreements with the Developer and any agreements in connection with acquisition of the Improvements or with maintaining the exclusion of interest on the Series 2018 Bond from gross income of the holder thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairman or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official  of  the  Issuer. The  Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the Issuer to any agreement or instrument authorized or approved herein that requires such a seal and attestation. Any Designated Member may, among other things,

authorize the change of the date of any document accompanying this Resolution as an exhibit. Execution by the Chairman or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date or the incorporation of information and details relating to the sale and pricing of the Series 2018 Bond. All of the acts and doings of such members of the Board, the officers of the Issuer, and the agents and employees of the Issuer, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
Section 9. Acceptance of Improvements. Pursuant to Section 170.09, Florida Statutes, the Issuer hereby accepts the completed Improvements listed in Exhibit D attached hereto and deems the Project complete.

Section 10. Severability. If any section, paragraph, clause or prov1s10n of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 11. Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby  repealed or amended to the extent of such inconsistency.

Section 12.
adoption.

Effective Date. This Resolution shall take effect immediately upon its

[End of Resolution - Signature page to follow]

PASSED in Public Session of the Board of Supervisors of One Daytona Community Development District, this 10th day of October, 2018.

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

Attest:

Asst. Secretary, Board of Supervisors

Glenn Ritchey
Chairman, Board of Supervisors

EXHIBIT A

FORM OF MASTER TRUST INDENTURE

A-1

MASTER TRUST INDENTURE

between

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

Dated as of October 1, 2018

relating to

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS

26414/002/00900325.DOCv6

TABLE OF CONTENTS
ARTICLE I DEFINITIONS	6
ARTICLE II THE BONDS	22
Section 2.01.	Amounts and Terms of Bonds; Details of Bonds	22
Section 2.02.	Execution	24
Section 2.03.	Authentication; Authenticating Agent.	24
Section 2.04.	Registration and Registrar	24
Section 2.05.	Mutilated, Destroyed, Lost or Stolen Bonds	24
Section 2.06.	Temporary Bonds	25
Section 2.07.	Cancellation and Destruction of Surrendered Bonds	25
Section 2.08.	Registration, Transfer and Exchange	25
Section 2.09.	Persons Deemed Owners	26
Section 2.10.	Limitation on Incurrence of Certain Indebtedness	26
Section 2.11.	Qualification for The Depository Trust Company	26
ARTICLE III ISSUE OF BONDS	28
Section 3.01.	Issue of Bonds	28
ARTICLE IV ACQUISITION OF PROJECT	31
Section 4.01.	Project to Conform to Plans and Specifications; Changes	31
Section 4.02.	Compliance Requirements	31
ARTICLE V ACQUISITION AND CONSTRUCTION FUND	31
Section 5.01.	Acquisition and Construction Fund	31
ARTICLE VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS	33
Section 6.01.	Special Assessments; Lien of Indenture on Pledged Revenues	33
Section 6.02.	Funds and Accounts Relating to the Bonds	34
Section 6.03.	Revenue Fund	34
Section 6.04.	Debt Service Fund	36
Section 6.05.	Debt Service Reserve Fund	37
Section 6.06.	Bond Redemption Fund	39
Section 6.07.	Drawings on Credit Facility	40
Section 6.08.	Procedure When Funds Are Sufficient to Pay All Bonds of a Series	40
Section 6.09.	Certain Moneys to Be Held for Series Bondowners Only	40
Section 6.10.	Unclaimed Moneys	41
ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS	41

Section 7.01.
Section 7.02.
Section 7.03.

Deposits and Security Therefor	41
Inveshnent or Deposit of Funds	42
Valuation of Funds	43

ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS	43

Section 8.01.
Section 8.02.
Section 8.03.

Redemption Dates and Prices	43
Notice of Redemption and of Purchase	45
Partial Redemption of Bonds	47

ARTICLE IX COVENANTS OF THE ISSUER.	47

Section 9.01.
Section 9.02.
Section 9.03.
Section 9.04.
Section 9.05.
Section 9.06.

Section 9.07.
Section 9.08.
Section 9.09.
Section 9.10.
Section 9.11.
Section 9.12.
Section 9.13.
Section 9.14.

Section 9.15.
Section 9.16.
Section 9.17.
Section 9.18.
Section 9.19.
Section 9.20.
Section 9.21.
Section 9.22.
Section 9.23.
Section 9.24.
Section 9.25.
Section 9.26.
Section 9.27.
Section 9.28.
Section 9.29.
Section 9.30.
Section 9.31.
Section 9.32.
Section 9.33.
Section 9.34.

Power to Issue Bonds and Create Lien	47
Payment of Principal and Interest on Bonds	47
Special Assessments; Re-Assessments	48
Method of Collection	48
Delinquent Special Assessments	49
Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens	50
Books and Records with Respect to Special Assessments	50
Removal of Special Assessment Liens	50
Deposit of Special Assessments	51
Construction to be on Issuer Lands	51
Operation, Use and Maintenance of Project	52
Observance of and Compliance with Valid Requirements	52
Payment of Operating or Maintenance Costs by State or Others	52
Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Condemnation Proceeds	52
Collection of Insurance Proceeds	54
Use of Revenues for Authorized Purposes Only	55
Books, Records and Annual Reports	55
Observance of Accounting Standards	56
Employment of Certified Public Accountant	56
Establishment of Fiscal Year, Annual Budget	56
Employment of Consulting Engineer; Consulting Engineer's Report	56
Audit Reports	57
Information to Be Filed with Trustee	57
Covenant Against Sale or Encumbrance; Exceptions	57
Fidelity Bonds	58
No Loss of Lien on Pledged Revenues	58
Compliance With Other Contracts and Agreements	58
Issuance of Additional Obligations	58
Extension of Time for Payment of Interest Prohibited	58
Further Assurances	59
Use of Bond Proceeds to Comply with Internal Revenue Code	59
Corporate Existence and Maintenance of Properties	59
Continuing Disclosure	59
Provisions Relating to Bankruptcy or Insolvency of Landowner	60

ARTICLE X EVENTS OF DEFAULT AND REMEDIES	61
Section 10.01.	Events of Default and Remedies	61

Section 10.02.	Events of Default Defined	62
Section 10.03.	No Acceleration	63
Section 10.04.	Legal Proceedings by Trustee	63
Section 10.05.	Discontinuance of Proceedings by Trustee	63
Section 10.06.	Bondholders May Direct Proceedings	63
Section 10.07.	Limitations  on Actions by Bondholders	63
Section 10.08.	Trustee May Enforce Rights Without Possession of Bonds	64
Section 10.09.	Remedies Not Exclusive	64
Section 10.10.	Delays and Omissions Not to Impair Rights	64
Section 10.11.	Application of Moneys in Event of Default.	64
Section 10.12.	Trustee's Right to Receiver; Compliance with Act.	65
Section 10.13.	Trustee and Bondholders Entitled to all Remedies under Act	65
Section 10.14.	Credit Facility Issuer's Rights Upon Events of Default	66
Section 10.15.	Issuer  Covenants After Event of Default.	66
ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	67
Section 11.01.	Acceptance of Trust	67
Section 11.02.	No Responsibility for Recitals	67
Section 11.03.		Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence	67
Section 11.04.	Compensation and Indemnity	68
Section 11.05.	No Duty to Renew Insurance	68
Section 11.06.	Notice of Default; Right to Investigate	68
Section 11.07.	Obligation  to Act on Defaults	68
Section 11.08.	Reliance by Trustee	69
Section 11.09.	Trustee May Deal in Bonds	69
Section 11.10.	Construction of Ambiguous Provisions	69
Section 11.11.	Resignation of Trustee	69
Section 11.12.	Removal of Trustee	69
Section 11.13.	Appointment of Successor Trustee	70
Section 11.14.	Qualification of Successor	70
Section 11.15.	Instruments of Succession	70
Section 11.16.	Merger of Trustee	70
Section 11.17.	Extension of Rights and Duties of Trustee to Paying Agent and Registrar	71
Section 11.18.	Resignation of  Paying Agent or Registrar	71
Section 11.19.	Removal  of Paying Agent or Registrar	71
Section 11.20.	Appointment of Successor Paying Agent or Registrar	71
Section 11.21.	Qualifications of Successor Paying Agent or Registrar	72
Section 11.22.	Judicial  Appointment of Successor Paying Agent or Registrar	72
Section 11.23.	Acceptance of Duties by Successor Paying Agent or Registrar	72
Section 11.24.	Successor by Merger or Consolidation	73
ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS	73
Section 12.01.	Acts of Bondholders; Evidence of Ownership of Bonds	73
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- iii -

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS	73
Section 13.01.	Amendments and Supplements Without Bondholders' Consent	73
Section 13.02.	Amendments With Bondholders' Consent.	74
Section 13.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel74 ARTICLE XIV DEFEASANCE	74
Section 14.01.	Defeasance	74
Section 14.02.	Deposit of Funds for Payment of Bonds	75
ARTICLE XV MISCELLANEOUS PROVISIONS	76
Section 15.01.	Limitations on Recourse	76
Section 15.02.	Payment Dates	76
Section 15.03.	No Rights Conferred on Others	76
Section 15.04.	Illegal Provisions Disregarded	76
Section 15.05.	Substitute Notice	76
Section 15.06.	Notices	76
Section 15.07.	Controlling Law	78
Section 15.08.	Successors and Assigns	78
Section 15.09.	Headings for Convenience Only	78
Section 15.10.	Counterparts	78
Section 15.11.	Appendices and Exhibits	78

EXHIBIT A - LEGAL DESCRIPTION OF THE DISTRICT EXHIBIT B - DESCRIPTION OF THE PROJECT EXHIBIT C - FORM OF BOND
EXHIBIT D - FORM OF REQUISITION

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- iv -

THIS MASTER TRUST INDENTURE, dated as of October 1, 2018 (the "Master Indenture"), by and between ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT (the "Issuer" or the "District"), a local unit of special-purpose government organized and existing under the laws of the State of Florida,  and U.S.  BANK NATIONAL ASSOCIATION,  as trustee, a national banking association authorized to accept and execute trusts of the character herein set out (said corporation and any bank or trust company becoming successor trustee under this Master Indenture being hereinafter referred to as the "Trustee");
WI T NE S S E T H:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. 14-29 of the City Commission of the City of Daytona Beach, Florida (the "City"), enacted on February 5, 2014, and effective on February 15, 2014, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of  systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and
WHEREAS, the premises to be governed by the Issuer (as further described in Exhibit A hereto, the "District Lands") consist of approximately 189 acres of land located entirely within the City; and
WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B hereto, the "Project"); and
WHEREAS, the Issuer proposes to finance or refinance the cost of acquisition and construction of the Project by the issuance of one or more series of bonds pursuant to this Master Indenture;
NOW, THEREFORE, THIS MASTER INDENTURE WITNESSETH, that to provide for
the issuance of Bonds under this Master Indenture, as supplemented from time to time  by one or more Supplemental Indentures, the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants  herein  contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee

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5

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

ARTICLE I DEFINITIONS

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

"Account" shall mean any account established pursuant to an Indenture.

"Acquisition Agreement" shall mean one or more Acquisition Agreements among the Issuer and the Developer, pursuant to which the Developer agrees to provide, design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Developer, certain improvements comprising a portion of the Project and with respect to a Series of Bonds, as further provided in a Supplemental Indenture.

"Acquisition and Construction Fund" shall mean the Fund so designated which is established pursuant to Section 5.01 hereof.

"Act" shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto.

"Annual Budget" shall mean the Issuer's budget of current operating and maintenance expenses for the Project for a Fiscal Year, adopted pursuant to the provisions of Section 9.20 of this Master Indenture, as the same may be amended from time to time.

"Authenticating Agent," shall mean the agent so described in, and appointed pursuant to, Section 2.03 hereof.

"Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.

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

"Board" shall mean the board of supervisors of the Issuer.

"Bonds" shall mean the One Daytona Community Development District  (City  of Daytona Beach, Florida) Capital Improvement Revenue Bonds, Series [to be designated] issued in one or more Series and delivered pursuant to the provisions of this Master Indenture and Bonds subsequently issued to refund all or a portion of the Bonds.
"Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.
"Bondholder," "Holder of Bonds," "Holder," "Bondowner" or "Owner" or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.
"Bond Redemption Fund" shall mean the Fund so designated which is established pursuant to Section 6.06 hereof.

"Bond Register" shall have the meaning specified in Section 2.04 of this Master Indenture.
"Business Day" shall mean any day other than a Saturday, a Sunday, a legal holiday, a day on which the principal office of the Issuer, the Trustee, the Registrar or any Paying Agent is closed.

"Certified Public Accountant" shall mean a Person, who shall be  Independent,  appointed by the Board, actively engaged in the business of public accounting and  duly  certified as a certified public accountant under the laws of the State.
"Certified Resolution" or "Certified Resolution of the Issuer"  shall mean a copy of  one  or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal, to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.
"City" shall mean the City of Daytona Beach, Florida.

"City Grant Funds" shall mean economic incentive grant payments contributed by the  City to the Issuer pursuant to the One Daytona Development Incentive Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
"Completion Date" shall have the meaning given to such term in Section 5.01 of this Master Indenture.

"Consultant" shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having  a  favorable  reputation for skill and experience in the financial affairs of municipal entities.
"Consultant's Certificate" shall mean a certificate or a report prepared in accordance  with then applicable professional standards duly executed by a Consultant.
"Consulting Engineer" shall mean the , Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Master Indenture to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under the Indenture.
"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the Issuer, the Developer, any dissemination agent named therein and any other Obligated Person(s) under the Rule in connection with the issuance of a Series of Bonds hereunder, pursuant to the requirements of the Rule.

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

cost of improvements;

engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges;
cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to  the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer);
cost of all lands, properties, rights, easements, and franchises acquired;

financing charges;

creation of initial reserve and debt service funds;

(i)	working capital;

interest charges incurred or estimated to be incurred on money borrowed  prior  to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine;
the cost of issuance of Bonds, including, without limitation, advertisements and printing;
the cost of any election held pursuant to the Act and all other expenses of issuance of bonds;
the discount, if any, on the sale or exchange of Bonds;

amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act;
costs of prior improvements performed by the Issuer m anticipation of the
Project;

costs incurred to enforce remedies against contractors, subcontractors, any
provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute;
premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;
payments, contributions, dedications, and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any Issuer purpose;
administrative expenses;

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

costs of effecting compliance with any and all governmental permits relating to the Project;
such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of the Project or to the financing thereof; and
any other "cost" or expense as provided by the Act.

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In connection with the refunding or redeeming of any Bonds, "Cost" includes, without limiting the generality of the foregoing, the items listed in (d), (k), (1) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of such Bonds (and the accrued interest payable on redemption to the extent not otherwise provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above. Whenever Costs are to be paid hereunder, such payment may be made by way of reimbursement to the Issuer or any other Person who has paid the same in addition to direct payment of Costs.
"Counsel" shall mean an attorney-at-law or law firm (who may be counsel  for  the Issuer) not unsatisfactory to the Trustee.
"County" shall mean Volusia County, Florida.

"County Incentive Agreement" shall mean the One Daytona CDD Interlocal Infrastructure Grant Agreement between the County and the Issuer, dated April 4, 2014.
"Credit Facility" shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary  contained in the Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Issuer.
"Credit Facility Agreement" shall mean any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.
"Credit Facility Issuer" shall mean the issuer or guarantor of any Credit Facility.

"Debt Service Fund"  shall mean the Fund so designated which is  established pursuant  to Section 6.04 hereof.
"Debt Service Requirements," with reference to a specified period, shall mean:

interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under the Indenture; and
amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and
amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.

For any Bonds that bear interest at a variable rate, the interest payable for a specified period shall be determined as if such Bonds bear interest at the maximum rate provided for in the applicable Supplemental Indenture and if no maximum rate is provided for in the Supplemental Indenture, the maximum rate shall be 12% per annum.
"Debt Service Reserve Fund" shall mean the Fund so designated which is established pursuant to Section 6.05 hereof.
"Debt Service Reserve Insurance Policy" shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any account thereof in one of the three highest rating categories of either Moody's, S&P or Fitch unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
"Debt Service Reserve Letter of Credit" shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any account thereof in the one of the three highest rating categories of either Moody's or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
"Debt Service Reserve Requirement" shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, or (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series.
"Defeasance Securities" shall mean, to the extent permitted by law, (a) cash or (b) non­ callable Government Obligations.
"Deferred Costs" shall mean the amount advanced by the Developer and deposited into the appropriate Account of the Acquisition and Construction Fund, and with respect to an Acquisition Agreement or the amount by which the Cost of the Project or portion thereof to be conveyed by the Developer to the Issuer pursuant to such Acquisition Agreement exceeds the

amount actually paid by the Issuer for the Project or portion thereof from proceeds of the applicable Series of Bonds, the repayment of such costs being subordinate to the Bonds issued and Outstanding under the Indenture and payable, if ever, solely as provided herein and in the applicable Supplemental Indenture. The Trustee may conclusively rely on specific written instructions set forth in the applicable Supplemental Indenture or certifications from the Responsible Officer set forth in a requisition delivered to it with respect to the existence of any Deferred Costs to be paid and the amount to be paid. In all other respects, the Trustee, absent specific written notice from the Issuer or the District Manager, is authorized to assume that no Deferred Costs exist.
"Developer" shall mean Daytona Beach Property Holdings Retail, LLC, a Delaware limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.
"District" shall mean One Dayton Community Development District.

"District Lands" shall mean the premises governed by the Issuer, currently consisting of approximately 189 acres of land located entirely within the City, as more fully described in Exhibit A hereto.
"District Manager" shall mean the then District Manager or  acting  District Manager  of the Issuer.

"Engineer's Report" shall mean the Engineer's Report dated February 28, 2014 prepared for the District by Zev Cohen & Associates, as may be amended and supplemented from time to time.

"Event of Default" shall mean any of the events described in Section 10.02 hereof.

"Fiscal Year" shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending on September 30 of the following calendar year, and also shall mean the period from actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as may hereafter be established pursuant to a Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law.
"Fitch" shall mean Fitch Ratings, Inc., a corporation organized and existing under  the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
"Fund" shall mean any fund established pursuant to this Master Indenture.

"Generally Accepted Accounting Principles" shall mean those accounting principles applicable in the preparation of financial statements of municipalities.
"Government Obligations" shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.
"Indenture" shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the  Supplemental Indenture pursuant to which such Series of Bonds is issued.
"Independent" shall mean a Person who is not a member of the Issuer's Board, an officer or employee of the Issuer or the Developer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuer's Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or the Developer shall not make such Person an employee within the meaning of this definition.
"Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
"Interest Payment Date" shall mean each May 1 and November 1 commencing on the date specified in the Supplemental Indenture pursuant to which a Series of Bonds is issued.
"Interest Period" shall mean the period  from and including  any Interest Payment  Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the  Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day.
"Investment Grade Rating" shall mean either a rating of "BBB-" or higher by S&P or a rating of "Baa3" or higher by Moody's or a rating of "BBB-" or higher by Fitch.
"Investment Securities" shall mean and includes any of the following securities, if and to the extent that such securities are at the time legal investments for funds of the Issuer;
Government Obligations;

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

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

municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof, including, but not limited to, municipal corporations, school districts and other special districts, the interest on which is exempt from federal income taxation under Section 103 of the Code and rated A- or higher by Moody's, Fitch or S&P at the time of purchase;
both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851 (a) of the Code) that is a money market fund that is rated in the highest rating category for such funds by Moody's and S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P at the time of purchase;
)     repurchase  agreements,   which  will   be  collateralized  at  the   onset of the repurchase agreement of at least 103% marked to market weekly 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 IIAA"  by S&P and  IIAa"  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 II Aa3 ," respectively, the provider shall immediately notify the Issuer and the Trustee and the provider shall at its option, within ten (10) calendar days of receipt of publication of such downgrade, either (A) maintain Collateral at levels, sufficient to maintain an II AA" rated investment from S&P and an 11Aa"  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 11 A-" or IIA3," respectively, the provider must immediately notify the Issuer and the Trustee at the direction of the Issuer to the Trustee, within ten (10) calendar  days,  either  (1 )  maintain Collateral at levels  sufficient  to  maintain  an  IIAA"  rated investment from S&P  and an  IIAa" 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) calendar days of the date such conditions apply, then the

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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 this Indenture  shall contain the following additional provisions:
Failure to maintain the requisite Collateral percentage will require the Issuer or the Trustee to liquidate the Collateral as provided above;
The Holder of the Collateral, as hereinafter defined, shall have possession of the Collateral or the Collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books);

The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer and the Trustee shall be rendered that the Holder of the Collateral has a perfected first  priority security interest in the collateral,  any substituted Collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);
The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a  "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;
The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider to give written notice to the Trustee of  any change in its long-term debt rating;
The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;
The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and shall be in form and substance satisfactory to the Issuer and 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;
The term of the repurchase agreement shall be no longer than ten years or the remaining term of the Bonds, whichever is earlier;
The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under an applicable Indenture;

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

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

The Collateral delivered or transferred to the Issuer, the Trustee, or a third-party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the majority 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.

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

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

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

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

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the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and
the Issuer and the Trustee receive an opinion of counsel that such agreement is an enforceable obligation of such insurance company, bank financial institution or parent;

in the event of a suspension, withdrawat or downgrade below Aa3,  AA-  or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Trustee within 10 business days of such downgrade event and the provider shall at its option, within five (5) Business Days after notice is given to the Trustee, take any of the following actions:
collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a mark to market approach, or
assign the agreement to another provider, as long as the minimum rating criteria of "AA" rated investment from S&P or Fitch and an  "Aa2"  from Moody's  with  a  mark  to market approach or
have the agreement guaranteed by a provider which results in a  minimum rating criteria of an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a mark to market approach.
repay all amounts due and owing under the agreement.

in the event the Provider has not satisfied any one of the above conditions within three (3) Business Days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.
bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moody's, S&P or Fitch or AA- or better by either S&P or Fitch or Aa- or better by Moody's; and
the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation).
Under all circumstances, the Trustee shall be entitled to rely that any investment directed by the Issuer is permitted under the Indenture.
"Issuer" shall mean the One Daytona Community Development District.

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"Major Non-Recurring Expense" shall mean the cost of major replacement or reconstruction of the Project, or any part thereof, the cost of major repairs, renewals or replacements, the provision of a reserve for the payment of insurance premiums not due on an annual or more frequent basis, and the cost of studies, surveys, estimates and investigations in connection with any of the foregoing.
"Master Indenture" shall mean, this Master Trust Indenture by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XIII hereof.
"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
"Officers' Certificate" or "Officer's Certificate" shall mean a certificate,  duly executed by a Responsible Officer and delivered to the Trustee.
"One Daytona Development Incentive Agreement" shall mean the One Daytona Development Incentive Agreement between the City and the District, effective as of May 7,  2014 .

"Outstanding," in connection with a Series of Bonds, shall mean, as of the time rn question, all Bonds of such Series authenticated and delivered under the Indenture, except:
all Bonds theretofore cancelled or required to be cancelled under Section 2 .07
hereof;

Bonds for the payment, redemption or purchase of which moneys and/or
Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and
Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.
In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds which are actually known by a Responsible Officer of the Trustee to be held on behalf of the Issuer shall be disregarded for the

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purpose of any such determination; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof.

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

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

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

"Pledged Revenues" shall mean, unless otherwise provided by Supplemental Indenture with respect to a specific Series of Bonds, with respect to a particular Series of Bonds Outstanding, (a) all revenues received by the Issuer from Special Assessments levied and collected on all or a portion of the District Lands with respect to such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, (b) all moneys on deposit in the Funds and Accounts established under the Indenture expressly allocated to such particular Series of Bonds, and (c) other revenues received by the District including City Grant Funds to be received by the District from the City pursuant to the terms of the One Daytona Development Incentive Agreement; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this provision).

"Project" shall mean with respect to any Series of Bonds, the portion or portions of the construction and acquisition of exterior landscaping improvements, water and wastewater improvements, stormwater management improvements, environmental preservation and mitigation and off-site roadway improvements and other public infrastructure items relating thereto as generally described in the Engineer's Report, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided that a Project shall specially benefit all of the District Lands on which Special Assessments to secure such Series of Bonds have been levied.

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

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

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"Rebate Fund" shall mean the Fund, if any, so designated, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate agreement.
"Record Date" shall mean, as the case may be, the applicable Regular or Special Record
Date.

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

"Registrar" shall mean initially, the Trustee, which entity shall have the responsibilities set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.
"Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.
"Regulatory Body" shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the City and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the City, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer.
"Responsible Officer" shall mean any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter. When used with respect to the Trustee, the term "Responsible Officer" shall mean any vice president, assistant vice president, or other officer of the Trustee within the corporate trust office specified in Section 15.06 (or successor corporate trust office) and having direct responsibility for the administration of this Master Indenture.
"Revenue Fund" shall mean the Fund so designated which is established pursuant to Section 6.03 hereof.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

"S&P" shall mean Standard & Poor's, a Standard & Poor' s Financial Services LLC business, organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the

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functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
"Series" shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable Supplemental Indenture, regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance. Two or more Series or sub-Series of Bonds may be issued simultaneously under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent proceedings of the Issuer, one or more Series of Bonds or sub-Series of Bonds, whether issued at the same time or not, may be separately secured by Special Assessments imposed pursuant to separate assessment proceedings. Such Bonds or sub-Series of Bonds which are secured by separate Special Assessments will not be issued as parity bonds even if issued at the same time.
"Significant Bondholder" shall mean one registered owner that owns more than 50% of the aggregate Outstanding principal amount of a Series of Bonds.
"Sinking Fund Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
"Sinking Fund Installments" shall mean the money required to be deposited in the Sinking Fund Account for the purpose of the mandatory redemption of any term Bonds issued pursuant to the Indenture, the specific amounts and times of such deposits to be as set forth in Section 8.01 (c) hereof and the applicable Supplemental Indenture.
"Special Assessments" shall mean (a) the net proceeds derived from the levy and collection of "special assessments," as provided for in Sections 190.011 (14) and 190.022 of the Act (except for any such special assessments levied and collected for maintenance purposes), against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of "benefit special assessments," as provided for in Section 190.021 (2) of the Act, against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and in the case of both "special assessments" and "benefit special assessments," including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Special

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Assessments" shall not include "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act.
"Special Record Date" shall mean such date as shall be fixed for the payment  of defaulted interest on the Bonds in accordance with Section 2.01 hereof.
"State" shall mean the State of Florida.

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

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the form of Bond), refer to the entire Master Indenture.
Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairman or a Vice Chairman and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

ARTICLE II THE BONDS

SECTION 2.01.	AMOUNTS AND TERMS OF BONDS; DETAILS OF BONDS. The
Issuer is hereby authorized to issue in one or more Series pursuant to the terms and conditions of this Master Indenture, its obligations to be known as "One Daytona Community  Development District Capital Improvement Revenue Bonds, Series [to be designated]" (the "Bonds").  The total principal amount of Bonds  that may be issued under this Master Indenture is expressly limited to $45,000,000 exclusive of any refunding bonds.  The Bonds shall be issued
in Authorized Denominations and within each Series shall be numbered consecutively from R-1 and upwards in each series and in substantially the form attached hereto as Exhibit C, with such appropriate variations, omissions and insertions as are permitted or required by this Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer's request, authenticate such Bonds and deliver them as specified in such
request.

Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such

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

Except to the extent otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, interest on any Bond is payable on any Interest Payment Date by check or draft mailed on the Interest Payment Date to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date, at his address as it appears on the Bond Register. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear interest from such Interest Payment  Date,  or unless authenticated before the first Interest Payment Date in which event they shall  bear interest from their date; provided, however, that if a Bond is authenticated between a Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall bear interest from the date to which interest has been paid. Any interest on any Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Bonds of a Series in an aggregate principal amount of at least $1 ,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date. Interest on the Bonds will be computed on the basis of a 3 60-day year of twelve 30-day months. Interest on overdue principal and, to the extent lawful,  on overdue interest will be  payable  at  the numerical rate of interest borne by such Bonds on the day before the default occurred.

The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.
SECTION 2.02. EXECUTION. The Bonds shall be executed by the manual or facsimile signature of the Chairman or Vice Chairman  of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.
SECTION 2.03.	AUTHENTICATION; AUTHENTICATING AGENT. No Bond shall
be valid until the certificate of authentication shall have been duly executed by the Trustee, as Authenticating Agent, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent.

SECTION 2.04.	REGISTRATION  AND  REGISTRAR.	The  Trustee is hereby
constituted and appointed as the Registrar for the Bonds. The Registrar shall act as  registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Initially, and until the  Issuer is provided  notice as provided in the immediately preceding sentence, the Bond Register shall be kept at the Trustee's corporate trust office in Fort Lauderdale, Florida.
SECTION 2.05.	MUTILATED, DESTROYED, LOST OR STOLEN BONDS.   If any
Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and

compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.
Every substituted Bond issued pursuant to this Section 2 .05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds of such same series duly issued hereunder.
All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed,  lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.
SECTION 2.06. TEMPORARY BONDS. Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. So long as Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form.
SECTION 2.07.	CANCELLATION AND DESTRUCTION OF SURRENDERED
BONDS. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee. The Trustee shall deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section.
SECTION 2.08.	REGISTRATION, TRANSFER AND EXCHANGE. As provided in
Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.
Upon surrender for requisition of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent, shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity.
At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for

exchange, the Issuer shall execute and the Trustee, as Registrar and Authenticating shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.
All Bonds issued upon any transfer or exchange of Bonds  shall be  valid  obligations of the Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as  the Bonds of such same Series surrendered upon such transfer or exchange.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee,  Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing.
Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of  Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.
SECTION 2.09. PERSONS DEEMED OWNERS. The Issuer, the Trustee, any Paying Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.
SECTION 2.10.	LIMITATION ON INCURRENCE OF CERTAIN INDEBTEDNESS.
The Issuer will not issue Bonds, except upon the conditions and in the manner provided or as otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities.
SECTION 2.11.	QUALIFICATION FOR THE  DEPOSITORY TRUST COMPANY.
To the extent provided in a Supplemental Indenture or authorized and directed by a Resolution of the Issuer authorizing the issuance of a Series of Bonds, the Trustee shall be authorized to

enter into agreements with The Depository Trust Company, New York, New York ("DTC") and other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC, and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, telegram, telecopy or other similar means of communication.

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

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

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

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

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

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replace DTC, the Trustee will

register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co.
In the event DTC, any successor of DTC or the Issuer elects to discontinue the book­ entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the designated corporate trust office of the Trustee.
ARTICLE III ISSUE OF BONDS

SECTION 3.01. ISSUE OF BONDS. Subject to the provisions of Section 2.01 hereof, the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Cost of acquisition or construction of the Project or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In connection with the issuance of a Series of Bonds the Trustee shall, at written request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:
) a Certified  Resolution  of  the  Issuer  (a)  approving  a  Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XN hereof;
a written opinion or opinions of Counsel to the Issuer, addressed to the Trustee that (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors' rights generally and  subject  to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained (which opinion may be based on certifications from the Consulting Engineer); and (d) if the acquisition of any real property or interest therein is included in the purpose of such issue, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere

with the proposed use thereof or (ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-of-way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of
other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company) (clauses (c) and (d) shall not apply in the case of the issuance of a refunding Series of Bonds);
an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) the Issuer has good right and lawful authority under the Act to undertake the Project, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body;  (b) that to the extent Bonds are to be secured by a lien on Special Assessments, (i) the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (ii) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all State, City, Issuer and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (c) the related Indenture has been duly and validly authorized, approved, and executed by the Issuer; (d) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (e) the related Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors' rights generally and subject to equitable principles,  whether  in a proceeding at law or in equity (clauses (a), (b) and (c) shall not apply in the case of the issuance of a refunding Series of Bonds);
a Consulting Engineer's certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signer's opinion,  (a)  that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) the Project improvements are constructed in a sound workmanlike manner and in accordance  with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve tl-1em (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in  lieu  of the information required in clause  (a),  there  may be delivered to the Trustee satisfactory evidence of the acceptance of operational and  maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds);

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

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

to the extent Bonds are to be payable from and secured by Special Assessments, one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds);
an executed opinion of Bond Counsel;

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

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

in the case of the issuance of a refunding Series of Bonds, an Officer's Certificate stating (a) the intended use of the proceeds of the issue; (b) any other amounts available for the purpose; (c) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in compliance with  Article  XIV  of  this  Master  Indenture,  including,  without limitation, to pay the Costs of issuance of such Bonds, and (d) that notice of redemption, if applicable, of the Bonds to be refunded has been duly  given or that provision has been made therefor, as applicable; and
such other documents, certifications and opinions as shall be required by the Supplemental Indenture or by the Issuer or the Trustee upon advice of counsel.
At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1 ) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the  Issuer shall be conclusive evidence of satisfaction of conditions precedent, set forth in this Article, as to the Issuer and the initial purchaser.

ARTICLE IV ACQUISITION OF PROJECT

SECTION 4.01.	PROTECT TO CONFORM TO PLANS AND SPECIFICATIONS;
CHANGES. The Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds.
SECTION 4.02. COMPLIANCE REQUIREMENTS. The Issuer will comply with all present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations.

ARTICLE V
ACQUISITION AND CONSTRUCTION FUND

SECTION 5.01.	ACQUISITION AND CONSTRUCTION FUND. The Trustee shall

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

for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts:

Subject to Section 9.24 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; and

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

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

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

Completion of Project. On the date of completion of a Project, as evidenced by the delivery to the Trustee of a Certificate of the Consulting Engineer and a resolution by the Board accepting a Project as provided by Section 170.09, Florida Statutes, as amended (the "Completion Date"), the balance in the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project or the payment of Deferred Costs, shall be transferred by the Trustee to, and deposited in, the applicable Series

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Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture.

ARTICLE VI SPECIAL ASSESSMENTS;
APPLICATION THEREOF TO FUNDS AND ACCOUNTS

SECTION 6.01.	SPECIAL ASSESSMENTS; LIEN OF INDENTURE ON PLEDGED
REVENUES. To the extent that a Series of Bonds is to be payable from and secured by Special Assessments, the Issuer hereby covenants that it shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer, pursuant to the Act, Chapter 170 or Chapter 197,  Florida Statutes, or any successor statutes, as applicable, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder.
The Issuer shall, within five (5) Business Days of receipt thereof pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that amounts received as prepayments of Special Assessments and any amounts received under a "true-up" or similar agreement shall be deposited directly into applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee at the time of deposit of any amounts received as prepayments of Special Assessments and shall identify the related Series of Bonds.
There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as  required  under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however,  that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental  Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture may be made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such

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provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds.
SECTION 6.02.	FUNDS  AND  ACCOUNTS  RELATING  TO THE BONDS.	The
Funds and Accounts specified in this Article VI shall be established under the Master Indenture and each Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds issued pursuant to such Supplemental Indenture and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto. Subject to the foregoing sentence, all moneys, including,  without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the  principal,  redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith.
SECTION 6.03. REVENUE FUND. The Trustee is hereby authorized and directed to establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all City Grant Funds and/or Special Assessments received from the levy thereof on the District Lands or any portion thereof (other than Special Assessment prepayments, including amounts constituting accrued interest on such prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Special Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Special Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Except as may be provided in a Supplemental Indenture, the Trustee shall transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to  the  payment of interest on the Bonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest  Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previously credited;

SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited;
THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding principal payment date, less any amount on deposit in the applicable Series Sinking Fund Account not previously credited;
FOURTH, upon receipt but no later than the Business Day preceding the first May 1 for which there remains an insufficient amount from Bond proceeds  (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1, less any amount on deposit in the applicable Series Interest Account not previously credited;
FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement;
SIXTH, subject to the following paragraph the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall remain therein.
The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the direction of the Issuer, withdraw any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section or the related supplemental Indenture and deposit such moneys as directed by the Issuer to the credit of the applicable Series Account of the Bond Redemption Fund in accordance  with  the provisions hereof. Special Assessment prepayments (including any portion thereof comprising interest thereon) pledged to a particular Series of Bonds shall be deposited directly into the applicable Series account of the Bond Redemption Fund as provided herein.

SECTION 6.04. DEBT SERVICE FUND. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and a Series Sinking Fund Account for each Series of Bonds, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture  and from all other moneys of the Trustee.
The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.
The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities  set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer's arrangements provided they conform to the Indenture.
Except to the extent otherwise provided in a Supplemental Indenture, purchases and redemptions out of the Series Sinking Fund Account shall be made as follows:

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

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

In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of a Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds (and the interest applicable thereto) so presented.
SECTION 6.05. DEBT SERVICE RESERVE FUND. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt Service Reserve Fund and each Series Account therein shall be held by the Trustee for the benefit of each related Series of Bonds; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided  in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds,  shall  be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall, be transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. Unless otherwise provided in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an optional prepayment by the owner of a lot or parcel of land of a Special Assessment against such lot or parcel, which Special Assessment is pledged for the payment and security of such Series of Bonds, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the Bond

Redemption Fund established for such Series of Bonds, as a credit against the principal amount of the prepayment otherwise required to be made by the owner of such lot or parcel. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Series Account of the Debt Service Reserve Requirement for any other reason, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the related Series Account of the Revenue Fund.
Whenever for any reason on an Interest Payment Date or principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay amounts due with respect to a Series of Bonds secured by the Series Account of the Debt Service Reserve Fund on such date.

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

In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6 .05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be applied as set forth in the second paragraph of this Section 6 .05 . Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy.
SECTION 6.06. BOND REDEMPTION FUND. The Trustee is hereby authorized and directed to establish a Series Bond Redemption Fund for each Series of Bonds issued hereunder into which shall be deposited,  moneys in the amounts  and  at the  times provided  in  Sections 5 .01, 6.01, 6 .03, 6.05, 9 .08(c) and 9.14 (c) of this Master Indenture. The Series Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Bond Redemption Fund shall be retained therein and applied as set forth below.
Moneys in the Series Bond Redemption Fund (including all earnings on investments held in the Series Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:
FIRST, to make such deposits into the Series Rebate Fund, if any, as the Issuer may direct in accordance with an arbitrage rebate agreement, such moneys thereupon to

be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Bond Redemption Fund to the Series Rebate Fund shall thereupon be free from the lien and pledge of the related Indenture;
SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices, including interest due thereon, provided in such clauses or provisions, as appropriate; and

THIRD, the remainder to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption, the Bonds of the applicable Series which are subject to optional redemption pursuant to Section 8.0l(a) hereof such amount of Bonds (including interest thereon) of the applicable Series as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand  Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time.
Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture. The Issuer shall pay all expenses in connection with such redemption.
SECTION 6.07. DRAWINGS ON CREDIT FACILITY. With respect to Bonds in respect of which there has been issued a Credit Facility, the Trustee shall draw on the Credit Facility, in accordance with the provisions for drawing under such  Credit  Facility,  and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture.
SECTION 6.08. PROCEDURE WHEN FUNDS ARE SUFFICIENT TO PAY ALL
BONDS OF A SERIES. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at any time the moneys held by the Trustee in the Funds and Accounts hereunder and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar, Credit Facility Issuer, the Trustee, at the direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.
SECTION 6.09.  CERTAIN MONEYS TO BE HELD FOR SERIES BONDOWNERS
ONLY. Each Series of Bonds issued pursuant to this Master Indenture and a Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited

to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only.
SECTION 6.10. UNCLAIMED MONEYS In the event any Bond shall  not  be presented for payment when the principal of such Bond becomes due, either at maturity or  at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the owner of the Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the actual knowledge of the Trustee in default with respect to any covenant in the Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

ARTICLE VII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

SECTION 7.01.	DEPOSITS  AND  SECURITY	THEREFOR.	Unless otherwise
provided in the Supplemental Indenture with respect to a Series of Bonds, all moneys received by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under the Indenture or such Supplemental Indenture shall be  considered trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under the Indenture or such Supplemental Indenture, in which the Trustee (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof; provided, however, investments of the type specified in (3 ) of the definition  of Investment Securities shall not be required to be so insured or secured. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository  in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as

authorized by law with respect to trust funds in the State, or with a bank or trust company  having a combined net capital and surplus of not less than $50,000,000.
SECTION 7.02.	INVESTMENT OR DEPOSIT OF FUNDS.	Except to the extent

otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in the Series Account in the Debt Service Fund and any Series Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraph (6), of the definition of Investment Securities. Except to the extent otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having  a combined net  capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund  or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if  the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in  a Supplemental Indenture with respect to a specific Series of Bonds, any interest and  other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the  securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be  on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.
Absent specific instructions as aforesaid, all moneys in the Funds and Accounts established under the Indenture shall be invested in investments of the nature described in subparagraph (6) of the definition of Investment Securities. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of this Section 7.02 through its own bond department or brokerage division.

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The Trustee may conclusively rely upon the Issuer's written instructions as to both the suitability and legality of all investments directed hereunder or under any Supplemental Indenture. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such
investments.

SECTION 7.03.    VALUATION  OF FUNDS.   Except  for  the assets  on  deposit  in  the Debt Service Reserve Fund, the Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture within five (5) Business Days following each November 1 Interest Payment Date. With respect to the assets in the Debt Service Reserve Fund, including all accounts established therein, the Trustee shall value such assets 45 days prior to each Interest Payment Date, and, in either case, as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, investments and accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at
the option of the holder.
SECTION 7.04.	BROKERAGE CONFIRMATIONS. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions  at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer monthly transaction statements that include detail for all investment transactions made by the Issuer hereunder.
ARTICLE VIII
REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01.	REDEMPTION  DATES  AND  PRICES.	The  Bonds  may  be  made
subject to optional, mandatory and extraordinary redemption and purchase, either in whole or  in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in a Supplemental Indenture.
Optional Redemption. Bonds of a Series shall be subject to optional redemption at the direction of the Issuer, at the times and upon payment of the Redemption Price plus the accrued interest to the redemption date, as provided in a Supplemental Indenture.
Extraordinary Mandatory Redemption in Whole or in Part. Except as otherwise provided in a Supplemental Indenture with respect to Bonds of the related Series, Bonds of a

Series are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of Section 9.08(a) hereof; (ii) from moneys deposited into the related Series Bond Redemption Fund following the payment in  full  of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with Section 9.08(b) hereof; (iii) when sufficient moneys are on deposit in the related Series Funds and Accounts (other than the Rebate Fund and any other Fund or Account expressly pledged to a different Series of Bonds as provided in a  Supplemental Indenture with respect to a Series of Bonds or any money required to pay  Costs of the Project or Deferred Costs) to pay and redeem all Outstanding Bonds of a Series and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds from moneys in excess of the Series Account of the Debt Service Reserve Requirement in the Series Account of the Debt Service Reserve Fund transferred to the Series Bond Redemption Fund pursuant to Section 6.05 hereof; (v) from excess moneys transferred from the Series Account of the Revenue Fund to the Series Bond Redemption Fund in accordance with Section 6.03 of this Master Indenture; (vi) from moneys, if any, on deposit  in the Series Bond Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or the sale of any portion of the District Lands benefited by a Project to a governmental entity under threat of condemnation by  such governmental entity or the damage or destruction of  all or substantially all of the Project when such moneys are not to be used pursuant to 9.14 (c) to repair, replace or restore the Project; provided, however, that at least  forty-five  (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable; or (vii) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with Section 5.0 l(c) hereof.
Mandatory Sinking Fund Redemption. Bonds of a Series. shall be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture.
In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof.
The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer or as provided in Section 8.04 hereof by any principal amounts of the

Bonds redeemed pursuant to Section 8.0l(a) and (b) hereof or purchased pursuant to Section
hereof.

Upon any purchase or redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds of such Series in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of  principal)  over  the  remaining term of the Bonds of such Series. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds of such Series in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall  not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.
SECTION 8.02.	NOTICE OF REDEMPTION AND OF PURCHASE. Except where
otherwise required by a Supplemental Indenture, when required to redeem or purchase Bonds of a Series under any provision of the Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses and also to any Credit Facility Issuer, but failure to mail any such notice or defect in the notice or in the mailing thereof shall  not affect the validity of the redemption or purchase of the Bonds of such  Series for  which notice was duly mailed in accordance with this Section 8.02. Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds of such Series Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information:
the redemption or purchase date;

the redemption or purchase price;

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

if less than all Outstanding Bonds of a Series to be redeemed or purchased, the
identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased;
that on the redemption or purchase date the redemption or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date;

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

any condition or conditions to be met prior to the redemption of the Bonds of  such Series, including, but not limited to receipt of funds sufficient to accomplish the  redemption of the Bonds.
If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited.
If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption.
The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds.

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

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from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture.

SECTION 8.03.	PARTIAL  REDEMPTION  OF  BONDS.	Except to the extent
otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.0l(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.0l(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.

ARTICLE IX COVENANTS OF THE ISSUER

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

SECTION 9.02.	PAYMENT OF  PRINCIPAL  AND  INTEREST  ON BONDS. The
payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the Indenture, as the same become due and payable. The Issuer shall

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promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues.
THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE CITY, OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE CITY, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

SECTION 9.03.	SPECIAL ASSESSMENTS; RE-ASSESSMENTS.

To the extent a Series of Bonds is payable from and secured by Special Assessments, the Issuer shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.
If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made.
SECTION 9.04. METHOD OF COLLECTION Special Assessments shall be collected by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of

this Section. The Issuer shall use its best efforts to adopt the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections 197 .3631, 197 .3632 and 197 .3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by Section 197 .3631, Florida Statutes. The Issuer shall use its best efforts to enter into one or more written agreements with the Property  Appraiser  and the Tax Collector, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreement") in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector  Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. To the extent that the Issuer is not able to collect Special Assessments pursuant to the "uniform tax roll collection" method under Chapter 197, Florida Statutes, the Issuer may  elect to collect and enforce Special Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. The election to collect and enforce Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year.

Notwithstanding the immediately preceding paragraph or any other provision in this Master Indenture to the contrary, if the Trustee, acting at the direction of at least fifty-one percent (51%) of the Owners of a Series of Bonds, requests that the Issuer not use the uniform method, but instead collect and enforce the Special Assessments securing such Series of Bonds pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Special Assessments in the manner and pursuant to the method so requested by the Trustee.
SECTION 9.05. DELINQUENT SPECIAL ASSESSMENTS. Subject to the provisions of Section 9 .04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9 .04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, and Sections 190 .026 and 170.10, Florida Statutes, or otherwise as provided by law.

SECTION 9.06.	SALE OF TAX CERTIFICATES AND ISSUANCE OF TAX DEEDS;
FORECLOSURE OF SPECIAL ASSESSMENT LIENS. If the Special Assessments levied and collected under the uniform method described in Section 9.04 are delinquent, then  the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Alternatively, if the uniform method of levy and collection is  not  utilized,  and if  any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessment (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys' fees, if any) from any legally available funds of the Issuer, and the Issuer shall thereupon receive in  its corporate name (or in the name of a special purpose entity) the title to the property for the benefit of the Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Owners of the Series of Bonds secured by such delinquent Special Assessments. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Owners within thirty (30) days after the receipt of the request therefor signed by the Owners of at least fifty-one percent (51 %) of the aggregate principal amount of all Outstanding Bonds of the Series payable from Special Assessments assessed on such property.
SECTION 9.07.	BOOKS	AND	RECORDS	WITH	RESPECT	TO	SPECIAL
ASSESSMENTS. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Pledged Revenues, including Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager's designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A signed copy of such report shall be furnished to the Trustee (solely as a repository of such information) as soon as practicable after such audit shall become available and shall, upon written request, be mailed to any Owner.
SECTION 9.08.	REMOVAL   OF  SPECIAL ASSESSMENT  LIENS.	Except as
otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds the following procedures shall apply in connection with the removal of Special Assessment liens.

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At any time from the date of levy of Special Assessments on a parcel of District Lands through the date that is thirty (30 ) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section  1 70.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property  by virtue of the levy of the Special Assessments that relate to a Series of Bonds by paying to the Issuer the entire amount of such Special Assessment on such property, without interest.
At any time subsequent to thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 1 70.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner.
Upon receipt of a prepayment as described in (a) or (b) above, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the City an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section  8.0l(b)(i) or (ii) hereof, as the case may be.
SECTION 9.09. DEPOSIT OF SPECIAL ASSESSMENTS. The Issuer covenants to cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the applicable Series Account of the Revenue Fund (except that amounts received as prepayments of Special Assessments shall be designated by the Issuer as such upon delivery to the Trustee and shall be deposited directly into the related Series Bond Redemption Fund).
SECTION 9.10.	CONSTRUCTION TO BE ON ISSUER LANDS.  Except for certain
off site mitigation, roadway and landscaping improvements which are or may be outside the District Lands and are required in order for the District Lands to be developed, the Issuer covenants that no part of a Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in
fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be

vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.

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

SECTION 9.12.	OBSERVANCE	OF	AND	COMPLIANCE	WITH	VAUD
REQUIREMENTS. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Project or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Project. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon the Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.

SECTION 9.13.	PAYMENT OF OPERATING OR MAINTENANCE COSTS BY
STATE OR OTHERS. The Issuer may permit the United States of America, the State, or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating the Project out of funds other than Pledged Revenues.

SECTION 9.14. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE; MAINTENANCE OF INSURANCE; USE OF INSURANCE AND CONDEMNATION PROCEEDS.

Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of the Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations, or as is more specifically set forth hereinbelow.

At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of the Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineer's recommendations which are to be provided in an annual report, as required by Section 9.21 hereof. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to the Project for such

coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage.
All insurance policies of the Issuer relating to the Project shall be carried with companies authorized to do business in the State, with a Best rating of no less than "A" as to management and Class "V" as to financial strength; provided, however, that if, in the opinion of the District Manager, adequate insurance protection under reasonable terms, conditions, provisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer determines to be in its best interests and otherwise consistent with the Indenture; provided further, however, that the Issuer may act as a self-insurer in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-payee and shall be made payable to the Issuer.
All proceeds received from property damage or destruction insurance and all proceeds received from the condemnation of a Project or any part thereof are hereby pledged by the Issuer as security for the related Series of Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the related Series Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the provisions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the related Series Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reasonable time after the damage, destruction or condemnation (A) a certificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such separate fund, together with other funds available for such purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may  desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years following the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proceeds or condemnation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the related Series Account in the Revenue Fund.

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The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "Qualified Self Insurance" means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or  of  which the Issuer has controL either singly or with others.
Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall deliver to the Trustee (i) a copy of the proposed plan, and (ii) from the District Manager, an evaluation of the proposed plan together with an opinion to the effect that (A) the p roposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves.

Each plan of Qualified Self Insurance shall be in written form, shall provide  that  upon the termination of such plan reserves will be established or insurance acquired in amounts adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary  who shall deliver  to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, the District Manager or the registered  actuary  shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations unless it provides written certification to the Trustee that such recommendations are unreasonable in light of the nature of the claims or the history of recovery against the Issuer for similar claims. A copy of  each Qualified Self Insurance plan and of each annual report thereon shall be delivered to  the Trustee, and the Trustee shall be under no duty to evaluate the accuracy or sufficiency thereof.
Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager and the Trustee.
Within the first six (6) months of each Fiscal Year, the District Manager shall file with the Trustee a complete report of the status of the insurance coverages relating to all Projects, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks  covered thereby. The Trustee shall hold such report solely as a repository for the Holders of the Bonds, and shall have no duty to require the filing of such report or to determine compliance by the Issuer with the requirements of this section.
SECTION 9.15.	COLLECTION	OF INSURANCE PROCEEDS.	Copies    of  all
insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $tOOO,OOO or more in aggregate principal amount of the related Series of Bonds and their agents and representatives duly

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authorized in writing. The Issuer covenants that it will take such action as may be necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee. The Trustee is hereby authorized in its own name to demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it.
Any appraisal or adjushnent of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to  the  Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer, and filed with the Trustee. The Trustee shall  in no  way  be liable or responsible for the collection of insurance moneys in case of any loss or damage.
SECTION 9.16.	USE OF REVENUES FOR AUTHORIZED PURPOSES ONLY. None

of the Pledged Revenues shall be used for any purpose other than as provided in the Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of the Indenture.
SECTION 9.17.	BOOKS, RECORDS  AND ANNUAL REPORTS.	The Issuer shall
keep proper books of record and account in accordance with Generally Accepted Governmental Accounting Principles (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance  policies, relating to the Project, shall at all times be subject during regular business hours to the inspection of the Trustee.
The Issuer shall annually, within 210 days after the close of each Fiscal Year, file with the Trustee, any rating agency that shall have then in effect a rating on any of the Bonds, any Bondholder that shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an annual report for such year, prepared in accordance with Generally Accepted Governmental Accounting Principles by a Certified Public Accountant, relating to its operations and including, without limitation, statements in reasonable detail of financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year relating to the Project, and a summary, with respect to each Fund and Account established under the Indenture, of the receipts therein and disbursements therefrom during such Fiscal Year, and the amounts held therein at the end of such Fiscal Year.
The report, statements and other documents required to be furnished by the Issuer to the Trustee pursuant to any provisions of the Indenture shall be available for the inspection of Bondholders at the office of the Trustee.
The Trustee shall have no duty to review or analyze any financial statements (including but not limited to the Annual Budget and amendments thereto or any audits or audit reports)

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delivered to it pursuant to this Indenture or verify the accuracy thereof and shall hold all such financial statements solely as a repository for the benefit of the Holders; the Trustee shall not be deemed to have notice of any information contained therein or event of default which may be disclosed therein in any manner (other than a default specifically disclosed in the certificate of the Responsible Officer of the Issuer described above).
SECTION 9.18.	OBSERVANCE  OF  ACCOUNTING  STANDARDS.	The Issuer
covenants that all the accounts and records of the Issuer relating to the Project will be kept according to Generally Accepted Governmental Accounting Principles consistently applied and consistent with the provisions of the Indenture.
SECTION 9.19.	EMPLOYMENT  OF  CERTIFIED PUBLIC ACCOUNTANT.	The
Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture.
SECTION 9.20.	ESTABLISHMENT  OF  FISCAL  YEAR,  ANNUAL  BUDGET.  The
Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year  unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer and a copy of such Certified Resolution is filed with the Trustee.

On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget with respect to the Project for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to the Trustee and to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget with respect to the Project on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget  under the  Indenture.  Copies  of such amended or supplemental Annual Budget  shall  be filed with the Trustee  and mailed by  the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.
SECTION 9.21. EMPLOYMENT OF CONSULTING ENGINEER; CONSULTING ENGINEER'S REPORT.

The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or corporations having a statewide and favorable repute for skill and experience in such work.

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The Issuer shall cause the Consulting Engineer to make an inspection of the portions of the Project owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth  (i) its findings as to whether such portions of the Project owned by the Issuer have been maintained in good repair, working order and condition, and (ii) its recommendations as to:
the proper maintenance, repair and operation of the Project owned by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes; and
the insurance to be carried under the provisions of Section 9.14 hereof and the amount that should be set aside monthly for the purpose of paying insurance premiums which fall due less often than monthly.
Promptly after the receipt of such reports by the Issuer, copies thereof shall be filed with the Trustee and mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.22. AUDIT REPORTS. The Issuer covenants that, no later than 180 days after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such  audit also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section.
SECTION 9.23.	INFORMATION TO BE FILED WITH TRUSTEE. The Issuer shall
keep accurate records and books of account with respect to the Project, and shall have a complete audit of such records and accounts made annually by a Certified Public Accountant,  as provided in Section 9.22 hereof. A signed copy of said audit shall be furnished to the Trustee as soon as practicable after such audit shall become available.
SECTION 9.24.	COVENANT AGAINST SALE OR ENCUMBRANCE; EXCEPTIONS.
Subject to Section 9.28 hereof, the Issuer covenants that, (a) except for those improvements comprising the Project that are to be conveyed by the Issuer to the City, the State, or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or  otherwise dispose of or encumber the Project, or any part thereof. The Issuer  may,  however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of a Series of Bonds or from Pledged Revenues if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer  useful in connection  with the construction,  maintenance

and operation of the Project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Revenue Fund.
Upon any sale of property relating to the Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof.
The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related Series Account in the Revenue Fund.
SECTION 9.25. FIDELITY BONDS . Every officer, agent or employee of the Issuer having custody or control of any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of the Project.

SECTION 9.26.	NO LOS S OF LIEN ON PLEDGED REVENUES. The Issuer shall
not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement.
SECTION 9.27.	-=C=O=M=P"-'L=l=A=N.,__,C=E=--_W�IT=H=---=O-=T=H=E=R-"----'C=O=N�T=R=AC=-=T=S---=-A=N�D=­
AGREEMENTS.  The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Project and the issuance of the Bonds.
SECTION 9.28.	ISSUANCE   OF ADDITIONAL   OBLIGATIONS.	The  Issuer  shall
not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues except as provided in Section 6 .01 hereof with respect the reimbursement due any Credit Facility Issuer and with respect to amounts due the County pursuant to the County Incentive Agreement.
SECTION 9.29.	EXTENSION	OF	TIME	FOR	PAYMENT	OF	INTEREST
PROHIBITED.   The Issuer shall not directly or indirectly extend or assent to an  extension of

time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.
SECTION 9.30. FURTHER ASSURANCES. The Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take  such further action as may be required to carry out the purposes of the Indenture.
SECTION 9.31.	USE OF BOND PROCEEDS TO COMPLY WITH INTERNAL
REVENUE CODE. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code  or "private activity bonds"  as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of each Series of Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series of Bonds.
SECTION 9.32.    �C�O_R�PO�R_AT=E�_E�X�IS�T�E=N�C=E��A=N�D��M=A�IN�T=E=N�A�N�C=E��O=F PROPERTIES. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special
purpose government under the Act and shall provide for or otherwise require the Project, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and
in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.
SECTION 9.33. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of a Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Issuer or the Developer(s) (if obligated pursuant to a Continuing Disclosure Agreement) to comply with such Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Bonds of a Series and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as

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may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.33. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
SECTION 9.34.	PROVISIONS	RELATING	TO	BANKRUPTCY	OR
INSOLVENCY OF LANDOWNER. The provisions of this Section 9.34 shall apply both before and after the commencement, whether voluntary or involuntary, or any case, proceeding or  other action by or against any owner of any tax parcel subject to Special Assessments (an "Insolvent Taxpayer") under any existing or future law of any  jurisdiction  relating  to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"), except where such tax parcel shall be homestead property. For as long as any Series of Bonds remain outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, any Series of Bonds or any Special Assessments securing a Series of Bonds, the Issuer shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the Series of Bonds or for as long as any such Series of Bonds remain Outstanding.
The Issuer agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon the advice of counsel in not complying with this covenant. The Issuer further acknowledges and agrees that, although a Series of Bonds may be issued by the Issuer, the Owners of the Series of Bonds are categorically a party with a financial stake in the transaction and, consequently, a party with a vested interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer:
the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Special Assessments securing a Series of Bonds, such Series of Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee;
the Trustee shall have the right, but is not obligated to (unless directed by at least fifty-one percent (51%) of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the it), (i) vote in any such Proceeding any and all claims of the Issuer, except for any claims the Issuer may have related to the Issuer's operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds and (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, except for any claims the Issuer may have related to the Issuer's operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds, including without limitation, motions seeking relief from the automatic stay, dismissal of the Proceeding, valuation of the property belonging to the

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Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing; and, if the Trustee chooses to exercise any such rights (or is directed by at least fifty-one percent (51%) of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the it), the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and
its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section llll(b) of the United States Bankruptcy Code; and

the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee's enforcement of the Issuer claim with respect to the Special Assessments securing a Series of Bonds or receipt of adequate protection (as that term is defined in the United States Bankruptcy Code).

Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall
have the right (i) to file a proof of claim with respect to the Special Assessments  securing a	
Series of Bonds, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the prov1s10ns of paragraph (a) above, nothing in this Section 9.34 shall preclude the Issuer from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the Issuer shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the Issuer in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or directions with respect to the Special Assessments securing a Series of Bonds whether such claim is pursued by the Issuer or the Trustee.

ARTICLE X
EVENTS OF DEFAULT AND REMEDIES

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

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SECTION 10.02. EVENTS OF DEFAULT DEFINED. Each of the following shall be an "Event of Default" under the Indenture, with respect to a Series of Bonds:
if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or
if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation  for  redemption; or
if the Issuer, for any reason, fails to, or is rendered incapable of fulfilling its obligations under the Indenture or under the Act; or

if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or
if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion;
written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture;
The Trustee withdraws more than twenty-five percent (25%) of the available funds from a Series Account of the Debt Service Reserve Fund established to pay Debt Service Requirements for a Series of Bonds; or

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More than twenty-five percent (25%) of the operation and maintenance assessments levied and collected directly by the Issuer are not paid by the date such are due and payable ("Delinquent Direct Billed Operation and Maintenance Assessments").
SECTION 10.03. NO ACCELERATION. No Series of Bonds issued under this Master Indenture shall be subject to acceleration.
SECTION 10.04. LEGAL PROCEEDINGS BY TRUSTEE. If any Event of Default with respect to a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of  the  aggregate principal amount of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its own name:

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

by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds of such Series;
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and
by other proceeding in law or equity, exercise all rights and remedies provided  for by any other document or instrument securing such Series of Bonds.
SECTION 10.05. DISCONTINUANCE OF PROCEEDINGS BY TRUSTEE.	If any
proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.
SECTION 10.06. BONDHOLDERS MAY DIRECT PROCEEDINGS. The Holders of a
majority in aggregate principal amount of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.
SECTION l0.07. LIMITATIONS	ON	ACTIONS	BY	BONDHOLDERS.	No
Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds of the applicable Series shall have

requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities (including reasonable counsel fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.

SECTION 10.08. TRUSTEE MAY ENFORCE RIGHTS WITHOUT POSSESSION OF
BONDS. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series.

SECTION 10.09. REMEDIES NOT EXCLUSIVE. Except  as  limited  under  Section 15.01 of this Master Indenture, no remedy contained in the Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default or in connection with a Proceeding under Section 9.34 hereof, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

SECTION 10.10. DELAYS AND OMISSIONS NOT TO IMPAIR RIGHTS. No delay
or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient.

SECTION 10.11.  APPLICATION OF  MONEYS  IN EVENT OF DEFAULT.	Any
moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following priority:

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

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

FIRST: to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons

entitled thereto, without any preference or priority of one instalhnent of  interest  over  any other instalhnent; and
SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any instalhnent of interest over another.
If the principal of all Bonds of a Series shall have become or shall have been declared due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds of such Series and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or Redemption Price and interest ratably, without preference or priority of one Bond of such Series over another or of any instalhnent of interest over any other instalhnent of interest.
Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section 11.04 hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facility relates.
SECTION 10.12. TRUSTEE'S RIGHT TO RECEIVER; COMPLIANCE WITH ACT.
The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other  applicable law  of  the State. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or  other debtor relief law.
SECTION 10.13. TRUSTEE AND BONDHOLDERS ENTITLED TO ALL REMEDIES
UNDER ACT.   It  is  the purpose of  this  Article  to provide such remedies to  the Trustee and

Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as  lawfully possible,  the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.12 hereof.
SECTION 10.14. CREDIT  FACILITY ISSUER'S  RIGHTS UPON EVENTS	OF
DEFAULT. Anything in the Indenture to the contrary notwithstanding, if any Event of Default has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction of Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section.

SECTION 10.15. Issuer Covenants After Event of Default. The Issuer covenants and agrees it will take such actions to enforce the remedial provisions of this Master Indenture and the applicable Supplemental Indenture, the provisions for the collection of delinquent Special Assessments, the provisions for the foreclosure of liens of delinquent Special Assessments, and that upon the occurrence and continuance of an Event  of Default, will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of,  and on behalf of, a majority of the Owners, from time to time, of the applicable Series of Bonds. Notwithstanding anything to the contrary herein, and unless otherwise  directed  by  a  majority of the Owners and allowed pursuant to Federal or State law, the Issuer acknowledges and agrees that (i) upon failure of any property owner to pay an installment of Special Assessments collected directly by the Issuer when due, that the entire Special Assessments related to the applicable Series of Bonds on the tax parcel as to which such delinquent Special Assessment pertains, with interest and penalties thereon, shall immediately become due and payable  and the Issuer shall promptly, but in any event within thirty (30) days, cause to be commenced the necessary legal proceedings for the foreclosure of liens of delinquent Special Assessments related to the applicable Series of Bonds with respect to such tax parcel, including interest and penalties and (ii) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages.

ARTICLE XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 11.01. ACCEPTANCE OF TRUST. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto the Bondholders and any Credit Facility Issuer agree. The Trustee shall act as Trustee under the Indenture. Subject to the provisions of Section 11.03 hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee.
SECTION 11.02. NO RESPONSIBILITY FOR RECITALS. The recitals, statements and representations in this Master Indenture or in the Bonds, save only the Trustee's Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.
SECTION 11.03. TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY
FOR WILLFUL MISCONDUCT OR NEGLIGENCE. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder and the advice of such Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the default or misconduct of any attorney or agent selected and supervised by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under the Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder.
The Trustee shall not be accountable for the use or application of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee so long as it does so in accordance with the provisions of this Indenture. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any  liability,  financial  or  otherwise, in the performance of any of its duties hereunder, or in the exercise of any  of  its  rights or powers if it shall have  reasonable grounds for believing that repayment of such  funds or indemnity satisfactory to it against such risk or liability is not assured to it.  The Trustee shall not be responsible or liable for any failure or delay in the  performance  of its obligations  under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;  fire;  flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of  utilities,  computer  (hardware  or software) or communications services; accidents; labor disputes; acts of civil or military

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

SECTION 11.04. COMPENSATION AND INDEMNITY. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct, negligence or breach of its obligations hereunder. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys held by the  Trustee,  or coming into its hands and payable to the Issuer but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility, which right of payment shall be prior to the right of the holders of the Bonds. The provision for indemnity shall survive  the  termination  of  the Indenture and, as to any Trustee, its removal or resignation as Trustee. Notwithstanding anything herein to the contrary, no provision of this Master Trust Indenture shall require the Trustee to expend or risk its own funds.
SECTION 11.05. NO DUTY TO RENEW INSURANCE. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any  liability  for  the  failure  of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.
SECTION 11.06. NOTICE OF DEFAULT; RIGHT TO INVESTIGATE. The Trustee
shall give written notice by first-class mail to registered Holders of a Series of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Section and Section 11.07 being defined to include the events specified as "Events of Default" in Article X hereof, but not including any notice or periods of grace provided for therein); provided that, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default u nder the Indenture or a notification by a Credit Facility Issuer of a default under its Credit Facility, unless notified in writing of such default by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds of a Series. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.
SECTION 11.07.  OBLIGATION TO  ACT ON DEFAULTS.	The  Trustee  shall be
u nder no obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture, and if in the Trustee's

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opinion such action may tend to involve expense or liability, unless it is also furnished with indemnity satisfactory to it.
SECTION 11.08. RELIANCE BY TRUSTEE. The Trustee may act on any requisition, resolution, notice, telegram, electronic mail, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document  which it in  good  faith believes to be genuine and to have been passed, signed or given by the persons purporting to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of the Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.
SECTION 11.09. TRUSTEE MAY DEAL IN BONDS. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee.
SECTION 11.10. CONSTRUCTION OF AMBIGUOUS PROVISIONS. The Trustee
may construe any ambiguous or inconsistent provisions of the Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction  by  the  Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer  of any intention to make such construction.
SECTION 11.11. RESIGNATION OF TRUSTEE. The Trustee may resign and be discharged of the trusts created by the Indenture by written resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice of such resignation shall be sent by first-class mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent, Registrar,  Authenticating Agent and Credit Facility Issuer, if any, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed. Notice of such resignation shall also be given to any rating agency that shall then have in effect a rating on any of the Bonds.
SECTION 11.12. REMOVAL OF TRUSTEE. The Trustee may be removed at any time by either (a) the Issuer, if no default exists under the Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Owners of at least a majority of the

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aggregate principal amount of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar, Authenticating Agent and Credit Facility Issuer, if any.
The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of  the Indenture with respect to the duties and obligations of the Trustee by any court  of  competent jurisdiction upon the application of the Issuer or the Holders of not less than a majority of the aggregate principal amount of the Bonds then Outstanding.
SECTION 11.13. APPOINTMENT OF SUCCESSOR TRUSTEE. If the Trustee or any
successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar, Authenticating Agent, Credit Facility Issuer, if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Holders of a majority in aggregate principal amount of all Bonds then Outstanding may appoint a successor Trustee.

SECTION 11.14. QUALIFICATION OF SUCCESSOR. A successor Trustee shall be a bank or trust company with trust powers, having a combined net capital and surplus of at least
$50,000,000.
SECTION 11.15. INSTRUMENTS OF SUCCESSION. Any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights under Section 11.04 hereof.
SECTION 11.16. MERGER OF TRUSTEE. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of

the corporate trust department shall be the successor Trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11 .14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article XL The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.
SECTION 11.17. EXTENSION OF RIGHTS AND DUTIES OF TRUSTEE TO PAYING AGENT AND REGISTRAR. The provisions of Sections 11.02, 11.03, 11.04, 11.08,
11.09 and 11.10 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of the Indenture applicable to the Paying Agent and Registrar, respectively.
SECTION 11.18.  RESIGNATION  OF  PAYING AGENT OR REGISTRAR.	The

Paying Agent or Registrar may resign and be discharged of the duties created by the Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect,  and by giving written notice of such resignation not less than three (3 ) weeks prior  to  such  resignation date to the Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such  resignation shall take  effect immediately  upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof.
SECTION ll.19.  REMOVAL OF  PAYING  AGENT OR REGISTRAR.	The Paying
Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.
SECTION 11.20. APPOINTMENT	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR.   In case  at any  time  the Paying  Agent or  Registrar  shall be  removed,  or  be

dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar.
SECTION 11.21. QUALIFICATIONS	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR. Every successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof,  (i)  authorized  by law to  perform all  the duties imposed upon  it  by the  Indenture and
capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000.
SECTION 11.22. JUDICIAL APPOINTMENT OF SUCCESSOR PAYING AGENT
OR REGISTRAR. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar  may  forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, or and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders.
SECTION 11.23. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR
REGISTRAR. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall, after payment of such Paying Agent or Registrar's fees and expenses, execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder, except for its rights under Section 11.04 hereof, of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.

SECTION 11.24. SUCCESSOR	BY	MERGER	OR	CONSOLIDATION.	Any
corporation into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Paying Agent or Registrar under the Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in the Indenture to the contrary notwithstanding.
ARTICLE XII
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

SECTION 12.01. ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF

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

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS

SECTION 13.01.  _A�M_E_N�D_M�E�N�T�S

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W�I=T�H�O�U�T

BONDHOLDERS' CONSENT. This Master Indenture and any  Supplemental Indenture may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer  filed  with  the Trustee, for one or more of the following purposes:
to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;
for any purpose not inconsistent with the terms of the Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;

to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the City or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond

Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders;
to make such changes as may be necessary or desirable in order to provide for the issuance of a Series of Bonds to refund a portion of a Series of Bonds or for the completion of a Project financed with such Series of Bonds, on a parity with the Outstanding Bonds of such Series;

to make any change in connection with the issuance of a new Series of Bonds if such change affects only such Series of Bonds; and

to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have an adverse effect on the Holders of the Bonds; or (ii) if such changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.
SECTION 13.02. AMENDMENTS WITH BONDHOLDERS' CONSENT. Subject to
the provisions of Section 13.03 hereof, this Master Indenture may be amended from time to time by a Supplemental Indenture and any Supplemental Indenture approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding in the case of the Master Indenture, and of the Series  of Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be so amended.
SECTION 13.03. TRUSTEE AUTHORIZED TO JOIN IN AMENDMENTS AND
SUPPLEMENTS; RELIANCE ON COUNSEL. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XIII and in so doing may rely on a written opinion of  Counsel  that  such  Supplemental Indenture or amendment is so permitted and has been duly authorized by the  Issuer  and that all things necessary to make it a valid and binding agreement have been done.
ARTICLE XIV DEFEASANCE

SECTION 14.01. DEFEASANCE. When interest on, and principal or Redemption Price (as the case may be) of, the Bonds of a Series or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the "Escrow Agent") moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Issuer, the
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right, title and interest of the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall tum over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts upon the defeasance in whole of all of the Bonds of a Series.
SECTION 14.02. DEPOSIT OF FUNDS FOR PAYMENT OF BONDS. If the Issuer

deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with  any  moneys  remaining  uninvested,  will provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 14.01 hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such  notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of  such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.
Money so deposited with the Escrow Agent which remains unclaimed three (3) years  after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of such Series contained, be paid to the Issuer; and the Owners of the

Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
ARTICLE XV MISCELLANEOUS PROVISIONS

SECTION 15.01. LIMITATIONS ON RECOURSE. No personal recourse shall be had for any claim based on the Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under  any constitutional provision, statute or rule of law or by the enforcement of any assessment  or penalty or otherwise.
The Bonds are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall  be no other recourse under the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.

SECTION 15.02. PAYMENT DATES. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 15.03.  NO  RIGHTS  CONFERRED ON  OTHERS.	Nothing	herein
contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds.
SECTION 15.04. ILLEGAL PROVISIONS DISREGARDED.	If any term  of the
Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.
SECTION 15.05. SUBSTITUTE NOTICE. If for any reason it shall be impossible to make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.
SECTION 15.06. NOTICES. Any notice,  demand, direction, request or other instrument authorized or required by the Indenture to be given to or filed with the Issuer or the

Trustee shall be deemed to have been sufficiently given or filed for all purposes of the Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows:

As to the Issuer -

With a copy to:

As to the Trustee -

One Daytona Community Development District 12051 Corporate Boulevard
Orlando, Florida 32817 Attention: District Manager

Cobb & Cole
351 East New York Avenue Suite 200
Deland, Florida Attention: Mark Watts

U. S. B ank National Association Global Corporate Trust Services
550 West Cypress Creek Road, Suite 380 Fort Lauderdale, Florida 33309 Attention: Amanda Kumar

Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under the Indenture are to be sent.
All documents received by the Trustee under the provisions of the Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing.
The Trustee shall accept and act upon instructions or directions pursuant to this Master Indenture, any supplement hereto or any other document reasonably relating to the Bonds sent by a Responsible Officer of the Issuer by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's acting in reliance upon and compliance with such instructions, notwithstanding that such instructions conflict or are inconsistent with a subsequent written instruction from the Issuer that is given after the Trustee has acted. The Issuer agrees: (i) to assume all risks arising out of the use of unsecured electronic methods to submit instructions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of

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- 77 -

interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by it and
(iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
SECTION 15.07. CONTROLLING LAW. The Indenture shall be governed by and construed in accordance with the laws of the State.
SECTION 15.08. SUCCESSORS AND ASSIGNS. All the covenants, promises and agreements in the Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.
SECTION 15.09. HEADINGS FOR CONVENIENCE ONLY.	The table of contents
and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 15.10. COUNTERPARTS. This Master Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 15.11. APPENDICES AND EXHIBITS. Any and all appendices or exhibits referred to in and attached to this Master Indenture are hereby incorporated herein and made a part hereof for all purposes.

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IN WITNESS WHEREOF, One Daytona Community Development District has caused this Master Indenture to be executed by the Chairman of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and U.S. Bank National Association has caused this Master Indenture to be executed by one of its corporate officers, all as of the day and year first above written.
ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

[SEAL]

Attest:

Name:

Title: Secretary, Board of Supervisors

26414/002/00900325.DOCv6

By:	­
Name:
Title: Chairman, Board of Supervisors

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

By:	­
Name:
Title:

79

EXHIBIT A
LEGAL DESCRIPTION OF
ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT
The present boundaries of One Daytona Community Development District are as  follows:

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A-1

EXHIBIT B DESCRIPTION OF THE PROJECT
The Project includes the following improvements: Roadway and Transportation
Grading and Stormwater Management System Water Distribution System
Master Stormwater System Reclaimed Water Distribution System Sanitary Sewer System
Aesthetic, Hardscape and Amenity features

The Project is more particularly described in the Engineer's Report.

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B-1

EXHIBIT C [FORM OF BOND]
The following legend shall appear on the Bond only if the Bonds are privately placed:
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED UPON THE EXEMPTION FROM REGISTRATION AVAILABLE UNDER SECTION 3(a)(2) THEREOF, AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY TO AN "ACCREDITED INVESTOR," AS SUCH TERM IS DEFINED IN 17 C.F.R. SECTION 230.S0l(a), OR ANY SUCCESSOR PROVISION THERETO, IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO BELOW.

R----

UNITED STATES OF AMERICA STATE OF FLORIDA
ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND,
SERIES [	]
Interest Rate	Maturity Date	Date of Original Issuance

$ 	_

CUSIP

Registered Owner: 	_ Principal Amount: 	_
KNOW ALL PERSONS BY THESE PRESENTS that the One Daytona Community Development District (the "Issuer"), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the corporate trust office of
. Bank National Association, in ----� Florida, as paying agent  (said  U. S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of 30-day months, payable on the first day of May and November of each year. Principal of this Bond is payable at the designated corporate trust office of U. S. Bank National Association, located in Fort Lauderdale, Florida, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner
and mailed on each Interest Payment Date to the address of the registered owner as such name
'

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C-2

and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (said U.S. Bank National Association and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "Record Date"). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication
is  prior  to  ---�  20_J  in  which  case  from  _	__,  20_J  or  unless  the  date  of

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

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF.

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

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

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C-3

This Bond is one of an authorized issue of Bonds of the One Daytona Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform  Community  Development  District  Act  of 1980), as amended (the "Act") and Ordinance No. 14-29 of the City Commission of the City of Daytona Beach, Florida, designated as "One Daytona Community Development District Capital
Improvement Revenue Bonds, Series __"  (the  "Bonds"),  in the aggregate principal amount of  _ 	_  Dollars  ($ 	) of like date, tenor and effect, except as to number.   The  Bonds  are  being  issued  under authority of the laws  and Constitution of the State
of Florida, including particularly the Act, to pay a portion of the costs of the design, acquisition and construction of facilities and basic infrastructure consisting of, but not limited to, drainage, water management and control, water supply, sewer, wastewater management, bridges or culverts, roads and street lights, transportation facilities, conservation areas, parks and recreational facilities security, or any other project improvements pursuant to the Act.  The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture.   The  Bonds  are issued under and secured by  a Master Trust Indenture dated as  of

1, 20___, (the Master Indenture"), as amended and supplemented by a Supplemental Trust Indenture dated as of  	 1, 20_ (the  "Supplemental Indenture"  and together with the Master Indenture, the "Indenture"), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the corporate trust office of the Trustee in
-	� Florida.

Reference is hereby made to the Indenture for the prov1s10ns, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of  the  principal  of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, Special Assessments, to the extent Bonds are to be payable from and secured by Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Bonds outstanding, and as to other rights and remedies  of  the registered owners of the Bonds.
The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
It is expressly agreed by the registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City of Daytona Beach, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the
26414/002/00900325.DOCv6

City of Daytona Beach, Florida, the State of Florida or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.
By the acceptance of this Bond, the registered owner hereof assents to all the provisions of the Indenture.
This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture.
The Bonds are subject to redemption prior to maturity in  the amounts,  at the  times and in the manner provided below. All payments of the redemption price of  the Bonds  shall  be made on the dates specified below. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a  Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.
Optional Redemption

The Bonds are subject to redemption at the option of the Issuer in whole or in part at any time  on  or after _ 	_ 1, ___, at the redemption prices (expressed as percentages of principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, upon notice from the Issuer to the Trustee as set forth in the Indenture.
Redemption Period

(Both Dates Inclusive)
 	1, 	to 	_ 31,  	
 	1, 	to 	31,  	
 	1, 	and thereafter

Redemption Price
$

Mandatory Sinking Fund Redemption

The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture.

Year

Principal Amount of Bonds to be Paid

Principal Amount of Bonds to be Paid

Extraordinary Mandatory Redemption in Whole or in Part

The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into th� Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of the Section 9.08(a) of the Indenture; (ii) from moneys deposited into the Bond Redemption Fund following  the  payment  in  full  of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with the provisions of Section 9 .08(b) of the Indenture; (iii) when sufficient moneys are on deposit in the related Funds and Accounts (other  than the Rebate Fund and any other fund or account as provided in the Supplemental Indenture) to pay and redeem all Outstanding Bonds and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the applicable Supplemental Indenture from moneys in excess of the Debt Service Reserve Requirement in the Debt Service Reserve Fund transferred to the Bond Redemption Fund pursuant to the Indenture; (v) from excess moneys transferred from the Revenue Fund to the Bond Redemption Fund in accordance with the Indenture; or (vi) from amounts transferred to the Series Account of the Bond Redemption Fund from  the  Series Account of the Acquisition and Construction Fund in accordance with the Indenture.
Notice of Redemption

The Trustee shall cause notice of redemption to be mailed at least thirty but not more than sixty days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such

mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was  duly  mailed  in  accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered  owners of such Bonds  shall have no rights in respect thereof except to receive payment of the redemption  price thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture.
Partial Redemption of Bonds. If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date.
The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in -----� Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar,
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C-7

duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental  charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption  in whole or in part.
The Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.
[Remainder of page intentionally left blank]

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C-8

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

[SEAL]

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

By:   	

Name:	_
Title:	Chairman, Board of Supervisors

Attest:

By:	­
Name:

Title: Secretary, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

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

Date of Authentication: --------

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	­
Authorized Agent

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C-9

STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Seventh Judicial Circuit of Florida, in and for Volusia County, Florida, rendered on the 11th day of September, 2014 .

Chairman, Board of Supervisors

Secretary, Board of Supervisors

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C-10

ABBREVIATIONS

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

TEN COM TEN ENT JT TEN

as tenants in comm.on
as tenants by the entireties
as joint tenants with rights of survivorship and not as tenants in comm.on

UNIFORM TRANSFER MIN ACT	_ 	_ Custodian _ 	
(Cust)	(Minor)

Under Uniform Transfer to Minors

Act__

_
(State)

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

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ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto (please print or typewrite name and address of assignee)

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

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

 	

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

Please insert social security or other identifying number of Assignee.

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

EXHIBIT D

FORM OF REQUISITION
ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS, SERIES [	]

The undersigned, a Responsible Officer of the One Daytona Community Development District (the "Issuer") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the Issuer to U. S. Bank National Association, as trustee (the "Trustee"), dated as of _ 	_ 1, 2018, as supplemented by that certain 	_ Supplemental Trust Indenture dated as of --------� (the "Indenture"), (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):
Requisition Number:

Name of Payee:
Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is  due and payable pursuant to a contract involving progress payments, or, state Costs of Issuance, if applicable):
Amount, if any, that is to used for a Deferred Cost:
(E)	Fund or 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 Issuer,

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

each disbursement set forth above is a proper charge against the Acquisition and Construction Fund;
each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project;

26414/002/00900325.DOCv6

paid.

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

The undersigned hereby further certifies that there has not been filed with or served

upon the Issuer notice of any lien, right to lien, or attachment upon,  or claim affecting the right  to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the Issuer is at the date of such certificate entitled to retain.
Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

By:	­
Responsible Officer

CONSULTING ENGINEER'S  APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY
If this requisition is for a disbursement for other than Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

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D-2

EXHIBIT B

FORM OF FIRST SUPPLEMENTAL TRUST INDENTURE

B-1

DRAFT DATE: 1 0/5/20 18 

FIRST SUPPLEMENTAL TRUST INDENTURE

BETWEEN

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION, as Trustee

Dated as of October 1, 2018

Authorizing and Securing

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT
$10,500,000 CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2018

2641 4/002/0 1386489.D0Cv6

ARTICLE 1	3

TABLE OF CONTENTS

Page

DEFINITIONS	3
ARTICLE 2 THE SERIES 20 18 B OND	6
SECTION 2.1	Issuance of Series 2018 Bond; Amounts and Designations of Series 2018 Bond	6

SECTION 2.2
SECTION 2.3
SECTION 2.4 SECTION 2.5

SECTION 2.6
SECTION 2.7

Execution	6
Authentication	6
Terms	6
Purpose, Single Denomination, Dating and Interest Accruals on the Series 2018 Bond	7
Appointment of Registrar and Paying Agent.	7 
Transfer Restrictions	8

ARTICLE 3 REDEMPTION OF SERIES 20 18 B OND	8
SECTION 3.1	Redemption Dates and Prices	8
SECTION 3.2	Notice of Redemption	8

ARTICLE 4 ESTABLISHMENT OF ACCOUNTS RELATING TO SERIES 20 18 BOND; DISPOSITION OF TRANSFERRED FUNDS; ADDITIONAL COVENANTS
OF THE ISSUER	9
SECTION 4.1	Establishment of Certain Funds and Accounts	9
SECTION 4.2	City Grant Funds	9
SECTION 4.3	Series 2018 Revenue Account.	10
ARTICLE 5 MISCELLANEOUS PROVISIONS	10 
SECTION 5.1	Confirmation of Master Indenture; Interpretation of First Supplemental Indenture	10

SECTION 5.2
SECTION 5.3
SECTION 5.4
SECTION 5.5
SECTION 5.6
SECTION 5.7
SECTION 5.8

Power to Issue Series 2018 Bond and Create Lien	10
Project to Conform to Plans and Specifications; Changes	11
Counterparts	11
Appendices and Exhibits	11
No Rights Conferred on Others	11
Patriot Act Requirements of Trustee	11
Brokerage Statements	11

EXHIBIT A:	Form of Series 2018 Bond EXHIBIT B:	Accreted Value Table
EXHIBIT C:	Form of Sophisticated Investor Letter

26414/002/0 13 86489.DOCv6 i

THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the "First Supplemental Indenture"), dated as of October 1, 2018, between ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT (the "Issuer" or "District"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (said banking association and any bank or trust company becoming successor trustee under this First Supplemental Indenture being hereinafter referred to as the "Trustee").

WI T N E S S E T H:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. 2014 -29 enacted on February 5, 2014 by the City Commission of the City of Daytona Beach, Florida (the "City"), effective on February 15, 2014, for the purpose, among other things, of financing and managing the acquisition and construction, maintenance, and operation of the major infrastructure within and without the boundaries of the premises to be governed by the Issuer; and
WHEREAS, the premises to be governed by the District (as further described in Exhibit A to the Master Indenture, the "District Lands") consist of approximately 189 acres of land located entirely within the City; and
WHEREAS, the City and the District previously entered into the One Daytona Development Incentive Agreement (the "City Incentive Agreement") pursuant to which the City agreed to make certain annual economic incentive grant payments to the District in exchange for the District undertaking certain public infrastructure improvements as described in the City Incentive Agreement and the Engineer's Report (the "Project") up to an amount not to exceed the present value of $18,000,000; and
WHEREAS, the District Lands have been improved by the Project to be used by the general public, pursuant to the Act for the special benefit of the District Lands or portions  thereof; and
WHEREAS, Daytona Beach Property Holdings Retail, LLC (the "Developer") has completed the Project and conveyed the completed public improvements, plans, and easements ("Completed Improvements") to the District, pursuant to the Acquisition  Agreement between  the Developer and the District (the "Acquisition Agreement") at a cost in excess of $33,600,000; and

WHEREAS, pursuant to the Master Trust Indenture dated as of October 1, 2018 (the "Master Indenture"), as supplemented by this First Supplemental Trust Indenture dated as of October 1, 2018 (the "First Supplemental Indenture" and together with the Master Indenture, the "Indenture"), between the Issuer and the Trustee, the Issuer will issue its One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018 (the "Series

2018 Bond") in an initial principal amount equal to $10,500,000 to finance a portion of the acquisition cost of the Completed Improvements; and
WHEREAS, based on the Developer's current development plan it is estimated that the City Grant Funds payable under the City Incentive Agreement will be sufficient to pay the principal of and interest on the Series 2018 Bond; and
WHEREAS, the difference between the principal amount of the Series 2018 Bond and the cost of the improvements payable with amounts due under the City Incentive Agreement equals $7,500,000 and will represent Deferred Costs to be evidenced by a Deferred Obligation of the District and payable should amounts become available under the City Incentive Agreement by future development within the District;
WHEREAS, the execution and delivery of the Series 2018 Bond and the Indenture were duly authorized by the Issuer; and
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH,
that to provide for the issuance of the Series 2018 Bond, the security and payment of the Maturity Amount or redemption price thereof, as the case may be, the rights of  the Owner of the Series 2018 Bond and the performance and observance of all of the covenants contained herein and in said Series 2018 Bond, and for and in consideration of the mutual covenants  herein contained and of the purchase and acceptance of the Series 2018 Bond by the Owner thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and  pledge to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2018 Pledged Revenues (hereinafter defined), except moneys in the Rebate Fund, as security for the payment of the Accreted Value or redemption price of, as the case may be, the Series 2018 Bond issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
TO  HAVE AND  TO  HOLD  the same and any other revenues, property, contracts or

contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery,  assignment  or otherwise, be  subject  to
the lien created by the Indenture with respect to the with respect to the Series 2018 Bond.

IN TRUST NEVERTHELESS, for the security of the present and any future Owner of the Series 2018 Bond issued and to be issued under this First Supplemental Indenture all in the manner and as provided in the Indenture.
PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the Accreted Value or redemption price of the Series 2018 Bond issued, secured and Outstanding hereunder at the times and in the manner mentioned in such Series 2018 Bond and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to

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be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Indenture shall remain in full force and effect.
ARTICLE 1 DEFINITIONS
In this First Supplemental Indenture capitalized terms used herein without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:

"Accreted Value" shall mean, as of the date of computation, an amount (truncated to three (3) decimal places) equal to the principal amount of such Series 2018 Bond Outstanding from time to time, plus the interest accrued on such Series 2018 Bond from the date of original issuance of such Series 2018 Bond to the date of computation at the rate of interest per annum equal to 2 .625% (the "Interest Rate") compounded annually on each Compounding Date; provided, however, that if the date with respect to which any such computation is made is not a Compounding Date, the Accreted Value of any Series 2018 Bond as of such date shall be the amount determined by compounding the Accreted Value of such Series 2018 Bond as of the immediately preceding Compounding Date (or the date of original issuance if the date of computation is prior to the first Compounding Date succeeding the date of original issuance) at the Interest Rate for the partial annual compounding period determined by dividing (x) the number of days elapsed (determined on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months) from the immediately preceding Compounding Date (or the date of original issuance if the date of computation is prior to the first Compounding Date succeeding the date of original issuance), by (y) three hundred sixty (360). The Accreted Value (which includes both principal and interest) for the Series 2018 Bond as of the date of issuance and delivery, such date being the dated date of the Series 2018 Bond, and as of each October 1 thereafter are set forth as Exhibit B to this First Supplemental Indenture, as amended from time to time as provided herein. The Accreted Value and the corresponding Exhibit B will be prepared and revised from time to time by the Calculation Agent. The Trustee shall have no duty to review or revise Exhibit B, or calculate the Accreted Value, and the Trustee is entitled to conclusively rely upon the accuracy of Exhibit B and the Accreted Value of the Series 2018 Bond as calculated by the Calculation Agent.

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated the date of issuance of the Series 2018 Bond, executed and delivered by the Issuer in connection with the issuance of the Series 2018 Bond relating to certain restrictions on arbitrage under the Code.

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"Bond Resolution" shall mean, collectively, (i) Resolution 2014-12 of the Issuer dated June 11, 2014, pursuant to which the Issuer authorized the issuance of not exceeding $53,000,000 aggregate principal amount of its capital improvement revenue bonds to finance the planning, financing, acquisition, construction, reconstruction, equipping and installation  of  the Project, and (ii) Resolution 2019-01 of the Issuer dated October 10, 2018 providing for the issuance of the Series 2018 Bond.
"Calculation Agent" shall mean the entity selected by the Issuer to revise Exhibit B hereto and shall be an entity familiar with the method of calculating Accreted Value  for  purposes of municipal bond issuance. The initial Calculation Agent shall be  the  District Manager.
"Collecting Agent" shall mean the Issuer.
"Compounding Date" shall mean each October 1, commencing October 1, 2019. "Defeasance Securities" shall mean with respect to the Series 2018  Bond,  to the extent
permitted by law,  (a) cash deposits, and (b) non-callable and non-prepayable obligations of  the
United States or those for which the full faith and credit of the United States are pledged for the timely payment of principal and interest.

"Deferred Obligation" shall mean the non-interest bearing obligation of the District in the initial amount of $7 ,500,000 representing the cost of improvements transferred to the District in excess of the amount represented by the Series 2018 Bond.
"Development" shall mean the planned mixed-use development to be located in the District.
"Indenture" shall mean the Master Indenture, as supplemented and amended by  this First Supplemental Indenture.
"Initial Principal Amount" shall mean, with respect to  the Series 2018 Bond,
$10,500,000.

"Master Indenture" shall mean the Master Trust Indenture dated as of October 1, 2018, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or to any Series of the Series 2018 Bond.
"Maturity Amount" shall mean $21 ,690,924. "Maturity Date" shall mean October 1, 2046.
"Paying Agent" shall mean U. S. Bank National Association, Fort Lauderdale, Florida, and its successors and assigns, as Paying Agent hereunder.

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"Registrar" shall mean U.S. Bank National Association, and its successors and assigns, as Registrar hereunder.

"Regular Record Date" shall mean the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding each date of redemption.

"Series 2018 Bond" shall mean the $10,500,000 initial principal amount of the One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018.

"Series 2018 Bond Redemption Fund" shall mean the Series 2018 Bond Redemption Fund so designated, established pursuant to Section 4.1(c) of this First Supplemental Indenture.

"Series 2018 Pledged Revenues" shall mean, with respect to the Series 2018 Bond Outstanding, all City Grant Funds received by the Trustee and deposited in the Series 2018 Revenue Account of the Revenue Fund hereunder, and all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that the Series 2018 Pledged Revenues shall not include any moneys transferred to a Rebate Fund, if any, or investment earnings thereon.

"Series 2018 Principal Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.1(b) of this First Supplemental Indenture.

"Series 2018 Rebate Account" shall mean the Account so designated, established as a separate account within the Rebate Fund pursuant to the Arbitrage Certificate.

"Series 2018 Revenue Account" shall mean the account so designated, established as a separate account within the Revenue Fund pursuant to Section 4.3(a) of this First Supplemental Indenture.

The words "hereof", "herein", "hereto", "hereby", and "hereunder" (except in the form of Series 2018 Bond), refer to the entire Indenture.

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

References herein to specific sections of the Florida Statutes shall be deemed to include any and all subsequent amendments to such section of the Florida Statutes and, if such section of the Florida Statutes were to be renumbered or repealed and replaced with another statutory provision, such reference shall be deemed to include the section as renumbered or the successor statutory provision, as applicable; provided, that no amendment, modification, revision, supplement or superseding section shall be applicable solely by reason of this paragraph, if it constitutes in any way an impairment of the rights or obligations of the Issuer, the Bondholders

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or the Trustee hereunder; or, if but for the provisions of this paragraph, such amendment, modification, revision, supplement or superseding section would, with the giving of notice or the lapse of time (or both), constitute an Event of Default under the Indenture.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
ARTICLE 2
THE SERIES 2018 BOND
SECTION 2.1 Issuance of Series 2018 Bond; Amounts and Designations of Series 2018 Bond. No Series 2018 Bond may be issued under this First Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.
The Series 2018 Bond is hereby authorized to be issued under this First Supplemental Indenture in the aggregate Initial Principal Amount of $10,500,000 . The Series 2018 Bond shall be designated "One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018" and shall be numbered 2018-CAB-R-1 .
The Series 2018 Bond shall be issued substantially in the form attached hereto as Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution 2019 -01 adopted by the Issuer on October 10, 2018. The Issuer shall issue the Series 2018 Bond upon execution of this First Supplemental Indenture and satisfaction of the requirements of Section 3 .01 of the Master Indenture, and the Trustee shall, at the Issuer's request, authenticate such Series 2018 Bond and deliver them as specified in the request.
SECTION 2.2 Execution. The Series 2018 Bond shall be executed by the Issuer as set forth in the Master Indenture.
SECTION 2.3 Authentication. The Series 2018 Bond shall be authenticated as set forth m the Master Indenture. No Series 2018 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.4 Terms. The Series 2018 Bond shall be issued as a Capital Appreciation Bond, shall constitute a separate Series of Bonds under the Master Indenture, shall have the Initial Principal Amount, Maturity Amount, bear interest  at  the fixed interest rate  per annum and shall mature on the date set forth below:

Series
2018

Initial Principal	Maturity Amount		Date
$10,500,000	October 1, 2046

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Maturity Amount
$21,690,924

Interest Rate
2 .625%

SECTION 2.5 Purpose, Single Denomination, Dating and Interest Accruals on the Series 2018 Bond.

The Series 2018 Bond is being issued hereunder in payment of the acquisition price of the Completed Improvements from the Developer. The Series 2018 Bond shall be issued in the form of a separate single certificated fully-registered Bond with no denominations.
The Series 2018 Bond shall initially be dated the date of its delivery and shall also show the date of authentication thereof. Interest on the Series 2018 Bond shall accrue on each Compounding Date from the date of issuance in accordance with the definition of Accreted Value herein.

The principal of the Series 2018 Bond shall be payable in lawful money of the United States of America at the corporate trust office of the Paying Agent upon presentation of such Series 2 018 Bond on the Maturity Date. The payment of the redemption price on a Redemption Date shall not require the Owner to present the Series 2018 Bond to the Trustee for payment, except that presentation of the Series 2 018 Bond at the designated corporate trust office of the Paying Agent shall be required for payment on the Maturity Date. The Trustee shall maintain records of each redemption price paid, which record shall be conclusive evidence of the Outstanding amount of the Series 2018 Bond. The payment of the redemption price and interest on the Series 2018 Bond shall be made on the first day of each month to the Owner thereof by wire transfer to such Owner to the bank account number designated in writing to the Trustee and Paying Agent which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which the redemption price or Maturity Amount are to be wired. Any such request for payments by wire transfer shall remain in effect until rescinded or changed, in writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant payment date.
SECTION 2.6 Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register") for the registration, transfer and exchange of the Series 2018 Bond, and hereby appoints U. S. Bank National Association as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank National Association hereby accepts its appointment as Registrar and its duties and responsibilities as such hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints U. S. Bank National Association as Paying Agent for the Series 2018 Bond. U. S. Bank National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as such hereunder.
SECTION 2.7 Transfer Restrictions. The Series 2018 Bond has not been registered under the Securities Act of 1933, as amended, based upon the exemption from registration available under Section 3 (a)(2) thereof, and may be sold or otherwise transferred in whole only to a "qualified institutional buyer," as such term is defined in 17 C.F. R. Section 230.144, or any successor provision thereto, in accordance with applicable federal and state securities laws and otherwise in accordance with the provisions of the Indenture. Each transferee, other than a transferee accepting the Series 2018 Bond by involuntary transfer, foreclosure or by operation of law, must execute an investor letter in the form attached hereto as Exhibit C.
ARTICLE 3 REDEMPTION OF SERIES 2018 BOND
SECTION 3.1 Redemption Dates and Prices. The Series 2018 Bond is subject to extraordinary redemption, prior to maturity,  in  part, by the Issuer, on the first day of any month in which there is at least $100,000 on deposit in the Series 2018 Bond Redemption Fund on the fifteenth (15th) day of the immediately preceding month. The portion of the Series 2018 Bond to be redeemed shall equal the amount of City Grant Funds on deposit in the Series 2018 Bond Redemption Fund. The redemption price shall equal that portion of the Accreted Value of the Series 2018 Bond as of the date of redemption as may be paid from the amount on deposit in the Series 2018 Bond Redemption Fund, without premium. Exhibit B hereto will  be  promptly revised by the Calculation Agent upon each payment of Accreted Value on the Series 2018 Bond, and a copy of the revised Exhibit B will be delivered to the Issuer and the Trustee. Until an amendment of Exhibit B has been delivered to it, the Trustee is entitled to rely upon the most recent Exhibit B in its possession.
SECTION 3.2 Notice of Redemption. When required to redeem a portion of the Series 2018 Bond under any provision of this First Supplemental Indenture or directed to  redeem Series 2018 Bond by the Issuer, the Trustee shall not be required to give or cause to be given notice of redemption to the Owner of the Series 2018 Bond to be redeemed.

ARTICLE 4
ESTABLISHMENT OF ACCOUNTS RELATING TO SERIES 2018 BOND; DISPOSITION OF TRANSFERRED FUNDS; ADDITIONAL COVENANTS OF THE ISSUER
SECTION 4.1 Establishment of Certain Funds and Accounts.
Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate account within the Revenue Fund designated as the "Series 2018 Revenue Account."
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the "Series 2018 Principal Account." Moneys shall be deposited into the Series 2018 Principal Account pursuant to the Master Indenture and Section 4.3 of this First Supplemental Indenture, and applied for the purposes provided therein.
Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Fund designated as the "Series 2018 Bond Redemption Fund." Moneys in the Series 2018 Bond Redemption Fund (including all earnings on investments held therein) shall be accumulated therein to be used to call for redemption pursuant to Section 3. l (a) hereof.
Pursuant to Arbitrage Certificate, the Trustee shall establish a separate account within the Rebate Fund designated as the "Series 2018 Rebate Account." Moneys shall be deposited into the Series 2018 Rebate Account as provided in the Arbitrage Certificate, and applied for the purposes provided therein.
There is hereby established a Deferred Costs Account to be held by the Trustee. Moneys on deposit in the Deferred Costs Account shall be used by pay the Deferred Obligation pursuant to Section 4.3 hereof.
SECTION 4.2 City Grant Funds.
(a)     City Grant Funds.  The Issuer shall cause the Collecting Agent to deposit all City Grant Funds received by the Issuer with the Trustee for credit into the Series 2018 Revenue Account within the Revenue Fund as soon as reasonably practicable after receipt, but in no event less than monthly.

SECTION 4.3 Series 2018 Revenue Account.

Series 2018 Revenue Account. Notwithstanding the provisions of Section
6.03 of the Master Indenture, the Trustee shall transfer from amounts on deposit in the Series 2018 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, no later than the third (3rd) Business Day next preceding  the  Maturity Date of the Series 2018 Bond, to the Series 2018 Principal Account of the Debt Service Fund, an amount equal to the Accreted Value maturing on such date, if any;
SECOND, on each May 15th, commencing May 15, 201 9, to the Series 2018 Bond Redemption Fund of the Debt Service Fund, the balance of the amount on deposit in the Series 2018 Revenue Account rounded to the nearest whole $1.00; and
THIRD, at such time as there are no Bonds Outstanding under the Master Indenture the balance of any moneys remaining after making the foregoing deposits shall be deposited to the Deferred Costs Account and paid on each May 1st to the holder of the Deferred Obligation.

ARTICLE 5 MISCELLANEOUS PROVISIONS
SECTION 5.1 Confirmation of Master Indenture; Interpretation of First Supplemental Indenture. As supplemented and amended by this First Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this First 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 First
Supplemental Indenture and to the Series 2018 Bond issued hereunder.

SECTION 5.2 Power to Issue Series 2018 Bond and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2018 Bond, to execute and deliver the Indenture and to pledge the Series 2018 Pledged Revenues for the benefit of the Series 2018 Bond, all to the extent set forth herein. The Series 2018 Bond and the provisions of the Indenture are and will be valid and legally enforceable obligations of  the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Owner of the Series 2018 Bond under the Indenture against all claims and demands of all persons whomsoever. There shall be no limit on the principal amount of the Bonds that may be issued secured by a co-equal lien on Series 2018 Pledged Revenues issued to finance a portion of the acquisition price of the Project.

SECTION 5.3 Project to Conform to Plans and Specifications; Changes. The Issuer will acquire components of the Project that are constructed in accordance with the plans and specifications therefor, as such plans and specifications may be amended by the Issuer from time to time; provided that prior to any such amendment of the plans and specifications for the Project, the Consulting Engineer shall have delivered its certificate approving the proposed amendment to such plans and specifications.
SECTION 5.4 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 5.5 Appendices and Exhibits. Any and all appendices or exhibits referred to in and attached to this First Supplemental Indenture are hereby incorporated herein and made a part hereof for all purposes.
SECTION 5.6 No Rights Conferred on Others. Except as otherwise provided in Article V hereof, nothing herein contained shall confer any right upon any Person other  than  the parties hereto and the Holder of the Series 2018 Bond.
SECTION 5.7 Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents  from  individuals  claiming  authority  to  represent the entity or other relevant documentation.
SECTION 5.8 Brokerage Statements. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the  extent permitted by law. The Trustee will furnish the Issuer monthly cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, One Daytona Commnnity Development District has caused this First Supplemental Trust Indenture to be executed by the Chairman of its Board of Supervisors and its corporate seal to be herennto affixed and attested by the Secretary of its Board of Supervisors, and U.S. Bank National Association has caused this First Supplemental Trust Indenture to be executed by one of its Assistant Vice Presidents, all as of the day and year first above written.

[SEAL]

Attest:

Secretary, Board of Supervisors

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

By: 		_ Glenn Ritchey
Chairman, Board of Supervisors

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

By:		 Assistant Vice President

[Signature Page to First Supplemental Trust Indenture]

EXHIBIT A

FORM OF SERIES 2018 BOND (CAPITAL APPRECIATION BOND)

No. 2018-CAB-R-1

UNITED STATES OF AMERICA STATE OF FLORIDA

$10,500,000

ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2018

Interest Rate
2.625%

Maturity Date
October 1, 2046

Dated Date
October 10, 2018

REGISTERED OWNER: DAYTONA BEACH PROPERTY HOLDINGS RETAIL, LLC
INITIAL PRINCIPAL AMOUNT:	TEN MILLION FIVE HUNDRED THOUSAND DOLLARS
MATURITY AMOUNT: TWENTY ONE MILLION SIX HUNDRED NINETY THOUSAND NINE HUNDRED TWENTY FOUR DOLLARS
One Daytona Community Development District (the "Issuer" or the "District"), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the maturity date specified above (the "Maturity Date"), from the sources hereinafter mentioned, upon presentation and surrender hereof on the Maturity Date at the designated corporate trust office of U.S. Bank National Association, located in Fort Lauderdale, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the "Trustee"), the Maturity Amount (as defined in the Indenture hereinafter referred to) above, subject to early extraordinary redemption. Presentation of this Series 2018 Bond is not required for payment prior to the Maturity Date. Interest on this Bond shall accrue on each Compounding Date from the Dated Date above (unless sooner paid or redeemed). The Maturity Amount of this Bond is payable at the designated corporate trust office of U.S. Bank National Association, located in Fort Lauderdale, Florida, in lawful money of the United States of America.
THE BOND IS A LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE SERIES 2018 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF DAYTONA BEACH, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BOND, EXCEPT THAT THE ISSUER IS OBLIGATED TO COLLECT THE CITY GRANT REVENUES (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BOND. THE BOND DOES NOT CONSTITUTE

AN INDEBTEDNESS OF THE ISSUER, THE CITY OF DAYTONA BEACH, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond is one of an authorized series of Bonds of One Daytona Community Development District, a community development district duly created, organized and existing under  Chapter  190,  Florida  Statutes,  as amended  (the  "Act")  designated  as  "One Daytona
Community  Development  District  Capital  Improvement  Revenue  Bond,   Series   2018"   (the
"Bond" or "Series 2018 Bond"), in the initial principal amount of $[Initial Par Amount]  of  like date, tenor and effect. The Bond is being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act. The Bond is issued under, and are secured and governed by a Master Trust Indenture dated as of October 1, 2018 (as amended and supplemented in accordance with its terms, the "Master Indenture"), as supplemented and amended  by  a  First  Supplemental  Trust  Indenture  dated  as  of  October  1,  2018  (the "First
Supplemental Indenture" and together with the Master Indenture, the "Indenture"), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida. The Bond shall be issued as a fully registered Bond without denominations, as set forth in the First Supplemental Indenture. Capitalized terms used, but not defined, in this Bond shall have  the meanings assigned thereto in the Indenture.

Reference is hereby made to the Indenture for the prov1s10ns, among others, with respect to the custody and application of the proceeds of the Bond issued under the Indenture, the operation and application of the other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and interest on the  Bond, the collection of the City Grant Funds, the nature and extent of the security for the Bond, the terms and conditions on which the Bond is issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owner of Bond, the conditions under which such Indenture may be amended with the consent of the registered owner of the Bond, and as to other rights and remedies of the registered owner of the Bond.
The owner of this Bond shall have no right to enforce the provisions of the Indenture  or to institute action to enforce the covenants therein, or to take any action with respect to any  event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City of Daytona Beach, Florida, the State of Florida or any political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the City of Daytona Beach, Florida, the State of Florida or any political subdivision or agency thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments

provided for in the Indenture, except for the City Grant Funds to be contributed by the City  as set forth in the Indenture.
By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture.
This Bond is payable from and secured by Series 2018 Pledged Revenues, as such term is defined in the First Supplemental Indenture, all in the manner provided in the Indenture.
Extraordinary Redemption

The Series 2018 Bond is subject to extraordinary redemption, prior to maturity, in part, by the Issuer, on the first day of any month in which there is at least $100,000 on deposit in the Series 2018 Bond Redemption Fund on the fifteenth (15th) day of the immediately preceding month. The portion of the Series 2018 Bond to be redeemed shall equal the amount of City Grant Funds on deposit in the Series 2018 Bond Redemption Fund. The redemption price shall equal that portion of the Accreted Value of the Series 2018 Bond as of the date of redemption as may be paid from the amount on deposit in the Series 2018 Bond Redemption Fund, without premium.
The Issuer shall keep books for the registration of the Bond at the designated corporate trust office of the Registrar in Fort Lauderdale, Florida. Subject to the transfer restrictions set forth in Section 2.07 of the First Supplemental Indenture, the Bond may be transferred or exchanged in whole, but not in part, by the registered owner thereof in person or by  his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging the Bond is exercised, the Issuer shall execute and the Trustee, or such other authenticating agent as may be appointed by the Trustee, under the Indenture shall authenticate and deliver a new Bond in authorized form and in  like aggregate principal amount in accordance with the provisions of the Indenture. There shall be no charge for any such exchange or transfer of the Bond, but the Issuer or the Trustee may require payment of a sum sufficient to pay any tax,  fee or  other governmental charge imposed in connection with any transfer or exchange of the Bond. Neither the Issuer nor the Registrar shall be required to transfer or exchange this Bond so selected for redemption in whole or in part.

The Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name this Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or

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upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, One Daytona Community Development District has caused this Bond to be signed by the manual signature of the Chairman of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.

(SEAL)

Attest:

Jennifer Walden
Secretary, Board of Supervisors

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ONE DAYTONA COMMUNITY DEVELOPMENT DISTRICT

By:  	
Glenn Ritchey
Chairman, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is delivered pursuant to the within mentioned Indenture.

Date of Authentication: October ___, 2018

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: 		_ Authorized Signatory

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STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Seventh Judicial Circuit of Florida, in and for Volusia County, Florida, rendered on the 11th day of September, 2014.

Glenn R itchey
Chairman, Board of Supervisors

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ABBREVIATIONS

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

TEN COM - as tenants in common

UNIF GIFT MIN ACT -   	

Custodian

TEN ENT	- as tenants by the
entireties
JT TEN	- as joint tenants with

(Cust)	(Minor)

under Uniform Gifts to Minors

right of survivorship and not as tenants
in common

Act _

_	_	__ (State)

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

*****************************

ASSIGNMENT AND TRANSFER

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _____

(please print or typewrite name and address of assignee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
 	_ 	Attorney to transfer the within Bond on the books kept for registration thereat with full power of substitution in the premises.

Dated:

Signature Guarantee:

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 whatsoever.

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EXHIBIT B ACCRETED VALUE TABLE

Series 2018 Bond

	Accreted		Accreted	
Date	Value	Date	Value	
10/1/2019	$10,775,625	10/1/2033	$15,487,697	
10/1/2020	11,058,485	10/1/2034	15,894,249	
10/1/2021	11,348,770	10/1/2035	16,311,473	
10/1/2022	11,646,676	10/1/2036	16,739,650	
10/1/2023	11,952,401	10/1/2037	17,179,065	
10/1/2024	12,266,151	10/1/2038	17,630,016	
10/1/2025	12,588,138	10/1/2039	18,092,804	
10/1/2026	12,918,576	10/1/2040	18,567,740	
10/1/2027	13,257,689	10/1/2041	19,055,143	
10/1/2028	13,605,703	10/1/2042	19,555,340	
10/1/2029	13,962,853	10/1/2043	20,068,668	
10/1/2030	14,329,378	10/1/2044	20,595,471	
10/1/2031	14,705,524	10/1/2045	21,136,102	
10/1/2032	15,091,544	10/1/2046	21,690,924	

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B-1 

EXHIBIT C

FORM OF SOPHISTICATED INVESTOR LETTER
October 10, 2018 One Daytona Community Development District
City of Daytona Beach, Florida

U.S. Bank National Association, as Trustee Fort Lauderdale, Florida

Re:	One Daytona Community Development District Capital Improvement Revenue Bond, Series 2018

Ladies and Gentlemen:
The undersigned, Daytona Beach Property Holdings Retail, LLC, (the "Investor") hereby acknowledges receipt of $10,500,000 in aggregate principal amount of the Series 2018 Bond (the "Bond") issued by the One Daytona Community Development District (the "Issuer" or the "District") in accordance with its Resolution No. 2014-12 adopted on June 11, 2014 and Resolution No. 2019 -01 adopted by the Issuer on October 10, 2018 (collectively, the "Bond Resolution") and the Master Trust Indenture, dated as of October 1, 2018 (the "Trust Indenture"), as supplemented by a First Supplemental Trust Indenture, dated as of October 1, 2018, each by and between the Issuer and U. S. Bank National Association, as Trustee (the "Supplemental Indenture," and, together with the Trust Indenture, the "Indenture") securing the Bond. Capitalized terms not defined herein shall have the meaning ascribed to them in the Indenture.
The undersigned acknowledges its understanding that the Bond was issued for the purposes, among others, of financing the acquisition of certain improvements and components to be used by the general public, pursuant to the Act for the special benefit of the District Lands or portions thereof. The undersigned further acknowledges its understanding that the Bond is payable solely from Series 2018 Pledged Revenues which consist of all City Grant Funds received by the Trustee and deposited into the Series 2018 Revenue Account of the Revenue Fund, and all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that Series 2018 Pledged Revenues shall not include any moneys
transferred to a Rebate Fund, if any, or investment earnings thereon. Finally, the undersigned acknowledges that the Issuer has limited enforcement rights against the City as to the non­ payment of the City Grant Funds.
In connection with the purchase of the Bond by the Investor, the Investor hereby makes the following representations upon which you may rely:

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The Investor has authority to execute this letter and any other instruments and documents required to be executed by the Investor in connection with the purchase of the Bond.
The Investor is a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended).
The Bond is being acquired by the Investor for its own investment and not with a view to, or for resale in connection with, any distribution of the Bond. The Investor understands that it may need to bear the risks of holding the Bond for an indefinite time, since any sale prior to maturity may not be possible.
The Investor understands that the Bond is not registered under the Securities Act of 1933 and that such registration is not legally required as of the date hereof; and further understands that the Bond (a) will not be listed in any stock or other securities exchange and (b) will not carry a rating from any rating service.
The Investor understands that (a) the Bond is not secured by any pledge of any moneys received or to be received from taxation by the State of Florida (the "State") or any political subdivision thereof, including the City of Daytona Beach, Florida (the "City") or the Issuer and that the Issuer has no taxing power, (b) the Bond does not and will not represent or constitute a general obligation or a pledge of the faith and credit of the Issuer or the State or any political subdivision thereof, including the City, and (c) the liability of the Issuer with respect to the Bond is limited to the security set forth in the Bond Resolution and the Indenture.
The Investor acknowledges that the Issuer has not prepared an offering document with respect to the sale and offering of the Bond.
The Investor has made its own inquiry and analysis with respect to the Bond and the security therefor, and other material factors affecting the security and payment of the Bond. The Investor is aware that there are certain economic variables and risks that could adversely affect the security for the Bond.
Subject to the exceptions set forth in the Indenture, the Investor acknowledges that it has the right to sell and transfer the Bond, in whole but not in part, and then only to a qualified institutional buyer, in accordance with the terms of the Indenture, subject to  the delivery to the Trustee of an investor's letter from the transferee in substantially the form attached to the Supplemental Indenture as Exhibit "C," with no revisions except as may be approved in writing by the Issuer.
The following is a general disclosure of recent developments concerning community development districts and actions taken by the Internal Revenue Service related to such districts that the Investor acknowledges and is aware of. On February 22, 2016, the Internal Revenue Service issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provide guidance as to the definition of a political subdivision for purposes of the rules for tax-exempt bonds. If adopted, the Proposed Regulations would have affected

certain State and local governments that issue tax-exempt bonds, including special districts such as the Issuer. However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump, the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that (i) impose an undue financial burden on U.S. taxpayers; (ii) add undue complexity to the federal tax laws; or (iii) exceed  the  statutory authority of the Internal Revenue Service. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that the Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more  targeted guidance in the future.
Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Villages TAM (as defined below) may continue to be applicable in the absence of further guidance from the Internal Revenue Service. Bond Counsel will render its opinion regarding the exclusion from gross income of interest on the Bond as described below.

On May 30, 2013, the IRS delivered to Village Center CDD, a Florida special district established under Chapter 190, Florida Statutes, a private ruling, called a technical advice memorandum (the "Villages TAM"), in connection with the examination by the IRS of bonds issued by the Village Center CDD. The Villages TAM concluded that, despite having certain eminent domain powers, the Village Center CDD is not a political subdivision permitted to issue tax-exempt bonds based on a number of facts including that its governing board is elected by a small group of landowners, and that it "was organized and operated to perpetuate private control and avoid indefinitely responsibility to a public electorate, either directly or through
another elected state or local governmental body."

The Villages TAM, as a private, non-precedential, ruling, binds only the IRS and the Village Center CDD, and only in connection with the Village Center CDD bonds under examination and addressed in the Villages TAM. Moreover, the cited legal basis for the Villages TAM is extremely limited, and, therefore, the value of the Villages TAM as guidance is also limited. Nonetheless, the breadth and force of the language used in the Villages TAM may reflect the disfavor of the IRS toward governmental entities with governing boards elected by landowners, and this position may lead the enforcement branch of the IRS to select bonds of other issuers with landowner-controlled boards for examination.
Like the board of the Village Center CDD, the Board of Supervisors of the Issuer is necessarily elected by the landowners in the District. The Act, which contains the uniform statutory charter for all community development districts and by  which  the  District  is  governed, delegates to the District certain traditional sovereign powers including,  but  not limited to, eminent domain, ad valorem taxation and regulatory authority over rates, fees and charges for district facilities. On the basis of the foregoing and other factors, Bryant Miller Olive

P.A., in its capacity as Bond Counsel to the Issuer has concluded that under current law the Issuer is a political subdivision for purposes of Section 103 of the Code, notwithstanding that its Board of Supervisors is elected by the non-resident landowners.

The release of the Villages TAM may cause an increased risk of examination of the Bond. The Investor acknowledges that it has been advised by Bond Counsel that if the IRS does audit the Bond, under its current procedures, at least during the early stages of an audit, the IRS will treat the Issuer as the taxpayer, and the owner of the Bond may have limited rights to participate in such procedure. The Indenture does not provide for any adjustment to the interest rates borne by the Bond in the event of a change in the tax-exempt status of the Bond. The commencement of an audit or an adverse determination by the IRS with respect to the tax­ exempt status of interest on the Bond would adversely impact both liquidity and pricing of the Bond in the secondary market.

[Signature page follows]

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C-4

[SIGNATURE PAGE TO SOPHISTICATED INVESTOR LETTER]

Very truly yours,

Daytona Beach Property Holdings Retail, LLC

By:
Name:  	
Title:

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C-5

EXHIBIT C

REVENUE PROJECTION REPORT

C-1

EXHIBIT D

LIST OF IMPROVEMENTS

[TO COME]

D-1

EXHIBIT E

FORM OF DISCLOSURE LETTER

The undersigned, as purchaser, proposes to negotiate with One Daytona Community Development District (the "Issuer") for the exchange of its One Daytona Community Development District Capital Improvement Bond, Series 2018 in aggregate principal amount of
$10,500,000 (the "2018 Bond"), issued by the Issuer pursuant to Resolution No. 2014-12 adopted by the Issuer on June 11, 2014 and Resolution No. 2019-01 adopted by the Issuer on October 10, 2018 (collectively, the "Bond Resolution") and the terms of the Master Trust Indenture, dated as of October 1, 2018 (the "Trust Indenture"), as supplemented by a First Supplemental Trust Indenture, dated as of October 1, 2018, each by and between the Issuer and U.S. Bank National Association, as Trustee (the "Supplemental Indenture," and, together with the Trust Indenture, the "Indenture") securing the 2018 Bond. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Prior to the award of the 2018 Bond, the following information is hereby furnished to the Issuer.
No amounts of expenses to be incurred for services rendered to us (the "Purchaser") in connection with the issuance of the 2018 Bond will be paid by the Issuer.
(a) No fee, bonus or other compensation is estimated to be paid by the Purchaser in connection with the issuance of the 2018 Bond to any person not regularly employed or retained by the Purchaser (including any "finder" as defined in Section
218.386 (1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Purchaser, as set forth in paragraph (1).
No person has entered into an understanding with the Purchaser,  or  to the knowledge of the Purchaser, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Purchaser or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the 2018 Bond.
The amount of the underwriting spread expected to be realized by the Purchaser is $0.00.
The management fee to be charged by the Purchaser is $0.00.
Truth-in-Bonding Statement:
The 2018 Bond is being issued for the purposes, among others, of financing the cost of the planning, financing, acquisition, construction, reconstruction, equipping and installation of certain public infrastructure improvements as described in the City Incentive Agreement  and the Engineer's Report.
Unless earlier redeemed, the 2018 Bond is expected to be repaid on October 1, 2046. At an interest rate of 2.625%, total interest paid over the life of the 2018 Bond, assuming the 2018 Bond is paid at maturity, is expected to be $11,190,924.

The principal of and interest on the 2018 Bond shall be payable solely from Series 2018 Pledged Revenues which consist of (a) all City Grant Funds received by the Trustee and deposited in the Series 2018 Revenue Account of the Revenue Fund established under the Indenture, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that the Series 2018 Pledged Revenues shall not include any moneys transferred to a Rebate Fund, if any, or investment earnings thereon. Based on the above sources of payment, the issuance of the 2018 Bond will result in all of the City Grant Funds of the Issuer not being available annually to finance the other services of the Issuer prior to the maturity date of the 2018 Bond.
The name and address of the Purchaser is as follows:

Daytona Beach Property Holdings Retail, LLC One Daytona Boulevard
Daytona Beach, Florida 3211 4

[Remainder of page intentionally left blank - signature page to follow]

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Purchaser this 10th day of October, 2018.

DAYTONA BEACH PROPERTY HOLDINGS RETAIL, LLC,
A Delaware limited liability company

Name:
Title: