Yarborough Lane Community Development District

Meeting Agenda June 13, 2024

Yarborough Lane
Community Development District

219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526
June 6, 2024

Board of Supervisors Meeting
Yarborough Lane Community Development District
Dear Board Members:

A meeting of the Board of Supervisors of the Yarborough Lane Community Development District will be held on Thursday, June 13, 2024, at 10:30 AM at the Offices of Highland Homes, 3020 S. Florida Ave., Suite 101, Lakeland, FL 33803.

Zoom Video Join Link: https://us06web.zoom.us/j/88010930564
Call-In Information: 1-646-876-9923
Meeting ID: 880 1093 0564

Following is the advance agenda for the meeting:

Board of Supervisors Meeting

Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Approval of Minutes of the April 11, 2024 Board of Supervisors Meeting
Presentation and Approval of Supplemental Engineer’s Report (to be provided under separate cover)
Presentation and Approval of Supplemental Assessment Methodology Report (to be provided under separate cover)
Consideration of Resolution 2024-03 Revised Delegation Resolution (Series 2024 Project) Repealing and Replacing Delegation Resolution 2022-40
Updated Ancillary Documents for Series 2024 Project Bonds (Items A-F to be provided under separate cover)
True-Up Agreement
Collateral Assignment Agreement
Completion Agreement
Acquisition Agreement
Declaration of Consent
Notice of Special Assessments
Consideration of Resolution 2024-04 Revised Delegated Supplemental Assessment Resolution (Series 2024 Project) Repealing and Replacing Resolution 2022-41
Consideration of Underwriter Services Letter for Series 2024 Bonds from FMS
Consideration of Resolution 2024-05 Appointing Assistant Secretary
Staff Reports
Attorney

1 Comments will be limited to three (3) minutes
Engineer
District Manager’s Report
Approval of Check Register (to be provided under separate cover)
Balance Sheet & Income Statement (to be provided under separate cover)
Presentation of Number of Registered Voters—0
Other Business
Ethics Training
Supervisors Requests and Audience Comments
Adjournment

MINUTES
MINUTES OF MEETING YARBOROUGH LANE
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Yarborough Lane Community Development District was held on Thursday, April 11, 2024, at 10:30 a.m. at Highland Homes Offices, 3020 S. Florida Ave., Suite 101, Lakeland, Florida.

Present and constituting a quorum were:

Milton Andrade	Chairman
Brian Walsh	Vice Chairman
Garret Parkinson	Assistant Secretary
Jeff Shenefield	Assistant Secretary
Kareyann Ellison	Appointed Assistant Secretary Also, present were:
Jill Burns	District Manager, GMS
Roy Van Wyk	District Counsel, Kilinski Van Wyk
Chris Loy	District Counsel, Kilinski Van Wyk
Chace Arrington by Zoom	District Engineer, Dewberry

The following is a summary of the discussions and actions taken at the April 11, 2024 Yarborough Lane Community Development District’s Regular Board of Supervisor’s Meeting.

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order at 10:35 a.m. Four Supervisors were present at the meeting constituting a quorum.

SECOND ORDER OF BUSINESS	Public Comment Period
There were no members of the public present and no members of the public joining via
Zoom.
Ms. Burns stated she received a letter of resignation from Joel Adams. She asked for a
motion to accept that letter of resignation.

April 11, 2024	Yarborough Lane CDD

Ms. Burns noted that leaves seat #5 vacant on the Board and asked for a motion to fill that vacancy. Mr. Walsh stated they would like to fill the vacancy with Kareyann Ellison.

Ms. Burns administered the oath of office to Kareyann Ellison.

THIRD ORDER OF BUSINESS	Approval of Minutes of the July 13, 2023
Board of Supervisors Meeting
Ms. Burns presented the minutes of the July 13, 2023 Board of Supervisors meeting. She asked for any questions, comments, or corrections to the minutes. Hearing none.

FOURTH ORDER OF BUSINESS	Consideration	of	Resolution	2024-01
Approving the Proposed Fiscal Year 2024/2025 Budget (Suggested Date: July 11, 2024) and Setting the Public Hearing on the Adoption of the Fiscal Year 2024/2025 Budget
Ms. Burns stated the suggested date for the public hearing is July 11, 2024 at 10:30 a.m. at this location. The budget is included for review. This budget will be developer funded for the upcoming year. There are mostly admin expenses based on the development timeline and included a small field contingency. She offered to answer any questions from the Board.

April 11, 2024	Yarborough Lane CDD

FIFTH ORDER OF BUSINESS	Consideration	of	Resolution	2024-02
Designating a Date, Time, and Location for a Landowners’ Meeting and Election (November 5, 2024)
Ms. Burns noted this needs to be held the first Tuesday of November which this year is November 5th and this is lined up with the other landowner elections. The whole Board does not have to be there, just one representative with a proxy. The time is at 1:05 p.m. at the Winter Haven Holiday Inn.

SIXTH ORDER OF BUSINESS	Consideration	of	2024	Non-Ad	Valorem
Contract	Agreement	with	Polk	County Property Appraiser
Ms. Burns stated they do not anticipate collecting assessments on roll this year but keep the agreement current so everything is in place when they are ready to do so.

SEVENTH ORDER OF BUSINESS	Ratification of 2024 Data Sharing and Usage
Agreement	with	Polk	County	Property Appraiser
Ms. Burns stated this has already been executed and just needs to be ratified by the Board.

EIGHTH ORDER OF BUSINESS	Ratification of Audit Services Engagement
Letter for Fiscal Year 2023 Audit with Grau
April 11, 2024	Yarborough Lane CDD

Ms. Burns stated the Audit Committee met and made recommendation to the Board who awarded the contract to Grau for Fiscal Year 2023 so this is the ratification of the agreement that was executed after.

NINTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Van Wyk had nothing special but will come back with some rules and updates at the end of the summer.

Engineer
Mr. Arrington had nothing to report.

District Manager’s Report
Approval of Check Register
Ms. Burns presented the check register from June 1, 2023 through March 2024. She offered to answer any questions from the Board.

Balance Sheet & Income Statement
Ms. Burns noted the financial statements through February were included in the agenda package for review. These are for informational purposes. There is no action necessary from the Board.

TENTH ORDER OF BUSINESS	Other Business
There being no comments, the next item followed.

ELEVENTH ORDER OF BUSINESS	Supervisors	Requests	and	Audience
Comments
April 11, 2024	Yarborough Lane CDD

There being no comments, the next item followed.

TWELFTH ORDER OF BUSINESS	Adjournment

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section IV

Item will be provided under separate cover.

Section V

Item will be provided under separate cover.

Section VI
RESOLUTION NO. 2024-03
A RESOLUTION OF THE BOARD OF SUPERVISORS OF YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF ITS YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (SERIES 2024 PROJECT) (THE "SERIES 2024 BONDS"); DETERMINING CERTAIN DETAILS OF THE SERIES 2024 BONDS AND ESTABLISHING CERTAIN PARAMETERS FOR THE SALE THEREOF; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE REGARDING THE SERIES 2024 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2024 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT TO THE SERIES 2024 BONDS AND AWARDING THE SERIES 2024 BONDS TO THE UNDERWRITER NAMED THEREIN; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2024 BONDS AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2024 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2024 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE APPLICATION OF SERIES 2024 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2024 BONDS; MAKING CERTAIN DECLARATIONS; REPEALING RESOLUTION NO. 2022-40 ADOPTED AUGUST 11, 2022; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE AND FOR OTHER PURPOSES.
WHEREAS, Yarborough Lane Community Development District (the "District") 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 created by Ordinance No. 2022-031 enacted by the Board of County Commissioners of Polk County, Florida (the "County"), on May 3, 2022, which became effective on May 3, 2022; and
WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the planning, financing, construction and/or acquisition of public infrastructure improvements including, but not limited to, entry features and signage, stormwater management
facilities, water and sewer facilities, street lighting, parks and recreational facilities, and roadways, and associated professional fees and incidental costs related thereto pursuant to the Act (the "Project"); and
WHEREAS, pursuant to the Act and Resolution No. 2022-26 duly adopted by the Board of Supervisors of the District (the "Board") on May 12, 2022 (the "Bond Resolution"), the Board has approved the form of a Master Trust Indenture (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, as Trustee (the "Trustee"); and
WHEREAS, the District obtained a final judgment in the Tenth Judicial Circuit Court in and for Polk County, Florida on August 15, 2022, validating a total of not to exceed $30,000,000 bonds to be issued under the Master Indenture, with no timely appeals filed; and
WHEREAS, the District previously approved the Master Assessment Methodology dated May 12, 2022 (the "Master Assessment Methodology"), prepared by Governmental Management Services – Central Florida, LLC ("GMS"), setting forth the District's methodology for allocating debt to property within the District; and
WHEREAS, the District duly adopted Resolution No. 2022-27 on May 12, 2022, declaring the levy and collection of special assessments (the "Special Assessments") pursuant to the Act and Chapter 170, Florida Statutes, indicating the location, nature and estimated cost of the improvements which cost is to be defrayed by the Special Assessments, providing the manner in which the Special Assessments will be made, designating the lands upon which the Special Assessments will be levied, authorizing the preparation of a preliminary assessment roll and fixing the time and place of a public hearing; and
WHEREAS, the District duly adopted Resolution No. 2022-28 on May 12, 2022, setting a public hearing to be held on July 14, 2022, for the purpose of hearing public comment on imposing the Special Assessments; and
WHEREAS, the District duly adopted Resolution No. 2022-40 on August 11, 2022 (the "Prior Resolution") authorizing the issuance of not exceeding $7,500,000 aggregate principal amount of the District's special assessment bonds to provide for the costs of the infrastructure for 281 residential lots within the District; and
WHEREAS, as a result of certain unforeseen delays in permitting and changes to the development plan, the provisions of the documents approved pursuant to the Prior Resolution no longer accurately reflect the proposed financing; and
WHEREAS, the District hereby wishes to repeal the Prior Resolution and authorize the issuance of its Series 2024 Bonds (as defined herein); and
WHEREAS, the District duly adopted Resolution No. 2022-36 on July 14, 2022, authorizing the undertaking of the Project, the first portion of which is to be financed with the proceeds of the Series 2024 Bonds (as hereinafter defined), as described more particularly in the Engineer's Report for Yarborough Lane Community Development District (Polk County/Crews Lake Drive and Yarborough Lane) dated May 2022, prepared by Kimley-Horn and Associates,
Inc., and equalizing, approving, confirming and levying the Special Assessments on the property within the District benefited by the Project; and
WHEREAS, the District has determined it to be in the best interest of the landowners of the District, for the District to issue, and the District has determined to issue its first Series of Bonds designated as the "Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (Series 2024 Project)" (the "Series 2024 Bonds"), for the primary purpose of providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of public infrastructure comprising the first phase of the Project and expected to include 238 single family residential units (the "Series 2024 Project"), as summarized in Schedule I, attached hereto; and
WHEREAS, the Series 2024 Bonds will be secured by Special Assessments levied and imposed on assessable land within the District in accordance with the Master Assessment Methodology as supplemented by the First Supplemental Assessment Methodology (Series 2024 Project) dated June 13, 2024, prepared by GMS, and approved by the Board on June 13, 2024; and
WHEREAS, there has been submitted to this meeting with respect to the issuance and sale of the Series 2024 Bonds and submitted to the Board:
a form of First Supplemental Trust Indenture between the Trustee and the District attached as Exhibit A hereto (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture");
a form of Bond Purchase Contract with respect to the Series 2024 Bonds between FMSbonds, Inc. (the "Underwriter") and the District attached as Exhibit B hereto (the "Bond Purchase Contract"), together with the form of a disclosure statement attached to the Bond Purchase Contract in accordance with Section 218.385, Florida Statutes;
a form of Preliminary Limited Offering Memorandum relating to the Series 2024 Bonds attached as Exhibit C hereto (the "Preliminary Limited Offering Memorandum");
a form of Rule 15c2-12 Certificate of the District relating to the Preliminary Limited Offering Memorandum, attached as Exhibit D hereto (the "Rule 15c2-12 Certificate"); and
a form of the Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") to be entered into among the District, the dissemination agent named therein (the "Dissemination Agent"), and any landowner constituting an "Obligated Person" under the terms of the Continuing Disclosure Agreement, attached as Exhibit E hereto;
WHEREAS, any capitalized term used herein and not otherwise expressly defined herein shall have the meaning ascribed thereto in the Indenture; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Yarborough Lane Community Development District, as follows:
Section 1. Authorization of Issuance of Series 2024 Bonds. There are hereby authorized and directed to be issued Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (Series 2024 Project) (the "Series 2024 Bonds") in an aggregate principal amount not to exceed $14,000,0000, for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2024 Project, (ii) making a deposit to the Series 2024 Reserve Account in an amount equal to the Series 2024 Reserve Requirement, (iii) funding a portion of the interest coming due on the Series 2024 Bonds, and (iv) paying certain costs of issuance in respect of the Series 2024 Bonds. The Series 2024 Bonds shall be issued under and secured by the Indenture the form of which by reference is hereby incorporated into this resolution as if set forth in full herein.
Section 2.  Details of the Series 2024 Bonds. The District hereby determines that the Series 2024 Bonds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and in the manner as determined by the Chair of the Board of Supervisors of the District (the "Chair") or any member of the Board of Supervisors designated by the Chair (a "Designated Member"), prior to the sale of said Series 2024 Bonds, all in a manner consistent with the requirements of the Bond Resolution and within the parameters set forth in Section 5 hereof.
Section 3. First Supplemental Indenture. The District hereby approves and authorizes the execution of the First Supplemental Indenture by the Chair or any Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors (the "Secretary") and the delivery of the First Supplemental Indenture in substantially the form thereof attached as Exhibit A hereto, with such changes therein as shall be approved by the Chair or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of First Supplemental Indenture attached hereto.
Section 4.   Negotiated Sale. The Series 2024 Bonds shall be sold by a negotiated sale to the Underwriter. It is hereby determined by the District that a negotiated sale of the Series 2024 Bonds to the Underwriter will best effectuate the purposes of the Act, is in the best interests of the District and is necessitated by, in general, the characteristics of the issues and prevailing market conditions and specifically, the following additional reasons:
because of the complexity of the financing structure of the Series 2024 Bonds, including the pledge of Special Assessments as security for the Series 2024 Bonds, it is desirable to sell the Series 2024 Bonds pursuant to a negotiated sale so as to have an underwriter involved from the outset of the financing to assist in these matters;
because of changing market conditions for tax-exempt bonds and the necessity of being able to adjust the terms of the Series 2024 Bonds, it is in the best interests of the District to sell the Series 2024 Bonds by a negotiated sale;
the Underwriter has participated in structuring the issuance of the Series 2024 Bonds and can assist the District in attempting to obtain the most attractive financing for the District;
the Series 2024 Bonds do not bear a credit rating and will be offered initially only to accredited investors within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder; and
the District will not be adversely affected if the Series 2024 Bonds are not sold pursuant to a competitive sale.
Section 5.  Bond Purchase Contract. The District hereby approves the form of the Bond Purchase Contract submitted by the Underwriter and attached as Exhibit B hereto, and the sale of the Series 2024 Bonds by the District upon the terms and conditions set forth in the Bond Purchase Contract is hereby approved. The Chair or a Designated Member are each hereby authorized, acting individually, to execute the Bond Purchase Contract and to deliver the Bond Purchase Contract to the Underwriter. The Bond Purchase Contract shall be in substantially the form of the Bond Purchase Contract attached as Exhibit B hereto with such changes, amendments, modifications, omissions and additions as may be approved by the Chair or the Designated Member; provided, however,
If the Series 2024 Bonds are subject to optional redemption, which determination will be made on or before the sale date of the Series 2024 Bonds, the first optional call date and the redemption price shall be determined on or before the Bond Purchase Contract is executed;
The interest rate on the Series 2024 Bonds shall not exceed the maximum statutory rate (calculated under Section 215.84(3), Florida Statutes, as amended);
The aggregate principal amount of the Series 2024 Bonds shall not exceed
$14,000,000;
The Series 2024 Bonds shall have a final maturity not later than the maximum term allowed by Florida law, with a principal amortization period of no longer than thirty (30) years; and
The price at which the Series 2024 Bonds shall be sold to the Underwriter shall not be less than 98.0% of the aggregate face amount of the Series 2024 Bonds, exclusive of original issue discount.
Execution by the Chair or a Designated Member of the Bond Purchase Contract shall be deemed to be conclusive evidence of approval of such changes.
Section 6. Preliminary Limited Offering Memorandum; Final Limited Offering Memorandum. The District hereby approves the form of the Preliminary Limited Offering Memorandum submitted to this meeting and attached as Exhibit C hereto and authorizes its distribution and use in connection with the limited offering for sale of the Series 2024 Bonds. The preparation of a final Limited Offering Memorandum relating to the Series 2024 Bonds (the
"Limited Offering Memorandum") is hereby approved and the Chair or any Designated Member is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2024 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2024 Bonds. The Limited Offering Memorandum shall be substantially in the form of the Preliminary Limited Offering Memorandum attached as Exhibit C hereto, with such changes as shall be approved by the Chair or Designated Member as necessary to conform the details of the Series 2024 Bonds and such other insertions, modifications and changes as may be approved by the Chair or Designated Member. The execution and delivery of the Limited Offering Memorandum by the Chair or Designated Member shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Limited Offering Memorandum and the information contained therein in connection with the offering and sale of the Series 2024 Bonds. The Chair is further authorized to deem the Preliminary Limited Offering Memorandum "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, in the form as mailed, and in furtherance thereof to execute the Rule 15c2-12 Certificate evidencing the same substantially in the forms attached as Exhibit D hereto.
Section 7.  Continuing Disclosure. The District hereby authorizes and approves the execution and delivery of the Continuing Disclosure Agreement by and among the District, the Dissemination Agent and any landowner constituting an "Obligated Person" under the Continuing Disclosure Agreement, by the Chair or a Designated Member substantially in the form presented to this meeting and attached as Exhibit E hereto, with such changes therein as shall be approved by the Chair or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of Continuing Disclosure Agreement attached hereto. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated by the U.S. Securities and Exchange Commission.
Section 8.  Application of Bond Proceeds. The proceeds of the Series 2024 Bonds shall be applied in the manner required in the First Supplemental Indenture.
Section 9.  Further Official Action; Ratification of Prior and Subsequent Acts. The Chair, the Secretary and each member of the Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2024 Bonds, any documents required in connection with implementation of a book-entry system of registration, and investment agreements relating to the investment of the proceeds of the Series 2024 Bonds and any agreements in connection with maintaining the exclusion of interest on the Series 2024 Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chair or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and
attestation. The Chair or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chair or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. All actions previously taken by or on behalf of the District in connection with the issuance of the Series 2024 Bonds are hereby authorized, ratified and confirmed.
Section 10. Severability. If any section, paragraph, clause or provision 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.  Repeal of Prior Resolution. The Prior Resolution is hereby repealed in its entirety and replaced by the provisions of this Resolution.
Section 13.  Public Meetings. It is hereby found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, pursuant to all applicable laws and orders, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
Section 14. Effective Date. This Resolution shall take effect immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE
FOLLOWS]
PASSED in Public Session of the Board of Supervisors of Yarborough Lane Community Development District, this 13th day of June, 2024.

Attest:
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

	
Secretary,	Chair, Board of Supervisors Board of Supervisors
SCHEDULE I DESCRIPTION OF SERIES 2024 PROJECT
The Series 2024 Project includes, but is not limited to, portions of the following public infrastructure described in the Engineer's Report for Yarborough Lane Community Development District (Polk County/Crews Lake Drive and Yarborough Lane) dated May 2022, prepared by Kimley-Horn and Associates, Inc.:

EXHIBIT A
FORM OF FIRST SUPPLEMENTAL TRUST INDENTURE

FIRST SUPPLEMENTAL TRUST INDENTURE

between

YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT (POLK COUNTY, FLORIDA)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

Dated as of [	] 1, 2024

Authorizing and Securing
$	
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(SERIES 2024 PROJECT)
TABLE OF CONTENTS

ARTICLE I DEFINITIONS
ARTICLE II
THE SERIES 2024 BONDS
SECTION 2.01.	Amounts and Terms of the Series 2024 Bonds; Issue of Series 2024

Page
Bonds	9
SECTION 2.02.	Execution	9
SECTION 2.03.	Authentication	9
SECTION 2.04.	Purpose, Designation and Denominations of, and Interest Accruals
on, the Series 2024 Bonds	9
SECTION 2.05.	Debt Service on the Series 2024 Bonds	10
SECTION 2.06.	Disposition of Series 2024 Bond Proceeds	11
SECTION 2.07.	Book-Entry Form of Series 2024 Bonds	11
SECTION 2.08.	Appointment of Registrar and Paying Agent	12
SECTION 2.09.	Conditions Precedent to Issuance of the Series 2024 Bonds	12
ARTICLE III REDEMPTION OF SERIES 2024 BONDS
SECTION 3.01.	Redemption Dates and Prices	14
SECTION 3.02.	Notice of Redemption	17
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2024 SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds and Accounts	18
SECTION 4.02.	Series 2024 Revenue Account	22
SECTION 4.03.	Power to Issue Series 2024 Bonds and Create Lien	23
SECTION 4.04.	Series 2024 Project to Conform to the Engineer's Report	23
SECTION 4.05.	Prepayments; Removal of Series 2024 Special Assessment Liens	23
ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01.	Collection of Series 2024 Special Assessments	25
SECTION 5.02.	Continuing Disclosure	25
SECTION 5.03.	Investment of Funds and Accounts	25
SECTION 5.04.	Additional Obligations	25
SECTION 5.05.	Requisite Owners for Direction or Consent	26
SECTION 5.06.	Acknowledgement Regarding the Moneys in the Series 2024
Acquisition and Construction Account Following an Event of Default	26
ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01.	Acceptance of Trust	27
SECTION 6.02.	Trustee's Duties	27
ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01.	Interpretation of First Supplemental Trust Indenture	28
SECTION 7.02.	Amendments	28
SECTION 7.03.	Counterparts	28
SECTION 7.04.	Appendices and Exhibits	28
SECTION 7.05.	Payment Dates	28
SECTION 7.06.	No Rights Conferred on Others	28
EXHIBIT A	DESCRIPTION OF SERIES 2024 PROJECT EXHIBIT B	FORM OF SERIES 2024 BOND
EXHIBIT C	FORMS OF REQUISITIONS EXHIBIT D	FORM OF INVESTOR LETTER
THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the "First Supplemental Trust Indenture"), dated as of [	] 1, 2024, between the YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, 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 TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this First Supplemental Trust Indenture being hereinafter referred to as the "Trustee");
W I T N E S S E T H:
WHEREAS, the Issuer is a 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") created pursuant to Ordinance No. 2022- 031 enacted by the Board of County Commissioners of Polk County, Florida (the "County"), on May 3, 2022, which became effective on May 6, 2022, for the purposes of delivering community development services and facilities to property to be served by the District (as defined below); and
WHEREAS, the premises governed by the Issuer (the "District Lands") (as further described in Exhibit A attached to the Master Indenture (as defined herein)) currently consist of approximately 157 gross acres of land located entirely within the County; and
WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and
WHEREAS, the Issuer has determined to undertake, in two or more phases, the acquisition and/or construction of public infrastructure improvements and community facilities as set forth in the Act for the special benefit of the District Lands (the "Project"), as described in the Engineer's Report dated May 2022 and summarized in Exhibit B to the Master Indenture (as defined herein) and Exhibit A attached hereto, prepared by Kimley-Horn and Associates, Inc.; and
WHEREAS, the Issuer has previously adopted Resolution No. 2022-26 on May 12, 2022, authorizing the issuance of not to exceed $30,000,000 in aggregate principal amount of its Special Assessment Bonds (the "Bonds") to finance all or a portion of the planning, financing, construction, and acquisition costs of certain improvements pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of the Master Indenture; and
WHEREAS, Clayton Properties Group, Inc., a Tennessee corporation (the "Series 2024 Landowner"), is the owner of lands within the District that are planned to be developed as 558 units of a residential community, and at this time, will construct or cause the Issuer to construct all of the public infrastructure necessary to serve the first phase of the development comprising 238 units (the "Series 2024 Project"); and
WHEREAS, the Issuer has determined to undertake the development of the Series 2024 Project and has determined to issue a first Series of Bonds, designated as the Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (the "Series 2024 Bonds"), pursuant to that certain Master Indenture and this First Supplemental Trust Indenture (hereinafter sometimes collectively referred to as the "Series 2024 Indenture"); and
WHEREAS, in the manner provided herein, the net proceeds of the Series 2024 Bonds will be used for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2024 Project, (ii) funding a deposit to the Series 2024 Reserve Account in the amount of the Series 2024 Reserve Requirement (as defined herein), (iii) paying a portion of the interest coming due on the Series 2024 Bonds, and (iv) paying the costs of issuance of the Series 2024 Bonds; and
WHEREAS, the Series 2024 Bonds will be secured by a pledge of Series 2024 Pledged Revenues (as defined herein) primarily comprised of the Series 2024 Special Assessments (as defined herein), which are special assessments levied on assessable property within Assessment Area One (as defined herein) specially benefited by the Series 2024 Project to the extent provided herein.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL TRUST INDENTURE
WITNESSETH, that to provide for the issuance of the Series 2024 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2024 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2024 Bonds by the Holders thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to U.S. Bank Trust Company, National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2024 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2024 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
TO HAVE AND TO HOLD the same and, to the extent the same may be lawfully granted, any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Series 2024 Indenture with respect to the Series 2024 Bonds.
IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Holders of the Series 2024 Bonds issued and to be issued under this First Supplemental Trust Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Trust Indenture) of any one Series 2024 Bond over any other Series 2024 Bond, all as provided in the Series 2024 Indenture.
PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2024 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2024 Bonds and the Series 2024 Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Series 2024 Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Trust Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Trust Indenture to be and remain in full force and effect.
ARTICLE I DEFINITIONS
In this First Supplemental Trust Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:
"Acquisition Agreement" shall mean that certain Agreement by and between the District and the Series 2024 Landowner regarding the acquisition of certain work product, improvements and/or real property, dated [	]  , 2024.
"Arbitrage Certificate" shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated [	]  , 2024, relating to certain restrictions on arbitrage under the Code with respect to the Series 2024 Bonds.
"Assessment Area One" shall mean the premises governed by the Issuer consisting of approximately 157 gross acres of land located within the District currently planned for 238 residential units, the recreation areas, parks and related infrastructure.
"Assessment Resolutions" shall mean Resolution No. 2022-27, 2022-28, 2022-36 and 2024-  of the Issuer adopted on May 12, 2022, May 12, 2022, July 14, 2022 and     , 2024, respectively, as amended and supplemented from time to time.
"Authorized Denomination" shall mean, with respect to the Series 2024 Bonds, denominations of $5,000 and any integral multiple thereof; provided, however, if any initial Beneficial Owner (as defined herein) does not purchase at least $100,000 of the Series 2024 Bonds at the time of initial delivery of the Series 2024 Bonds, such Beneficial Owner must either execute and deliver to the Underwriter on the date of delivery of the Series 2024 Bonds the investor letter substantially in the form attached hereto as Exhibit D or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an "accredited investor," as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended.
"Collateral Assignment" shall mean the agreement wherein certain rights and material documents necessary to complete the development of Assessment Area One by the Series 2024 Landowner on Assessment Area One are collaterally assigned to the District as security for the
Series 2024 Landowner's obligation to pay the Series 2024 Special Assessments imposed against such lands which are within Assessment Area One subject to the Series 2024 Special Assessments and owned by the Series 2024 Landowner from time to time.
"Completion Agreement" shall mean the Agreement between the District and the Series 2024 Landowner regarding the completion of certain improvements, dated [	]  , 2024.
"Consulting Engineer" shall mean Kimley-Horn and Associates, Inc.
"Continuing Disclosure Agreement" shall mean that Continuing Disclosure Agreement for the benefit of the Beneficial Owners of the Series 2024 Bonds, dated [	]  , 2024, by and among the Issuer, the dissemination agent named therein, and the Series 2024 Landowner, in connection with the issuance of the Series 2024 Bonds.
"Declaration of Consent" shall mean that certain instrument executed by the Series 2024 Landowner declaring consent to the jurisdiction of the District and the imposition of the Series 2024 Special Assessments.
"District Lands" shall have the meaning as described in the recitals hereto. "District Manager" shall have the meaning as described in the recitals hereto.
"Electronic Means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.
"Engineer's Report" shall mean the Engineer's Report dated May 2022, prepared by the Consulting Engineer.
"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing November 1, 2024.
"Majority Holders" means the Beneficial Owners of more than fifty percent (50%) in aggregate principal amount of the Outstanding Series 2024 Bonds.
"Master Indenture" shall mean the Master Trust Indenture, dated as of [   ] 1, 2024, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2024 Bonds (as opposed to supplements or amendments relating to any Series of Bonds other than the Series 2024 Bonds as specifically defined in this First Supplemental Trust Indenture).
"Paying Agent" shall mean U.S. Bank Trust Company, National Association, and its successors and assigns as Paying Agent hereunder.
"Prepayment" shall mean the payment by any owner of property of the amount of Series 2024 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term "Prepayment" also means any proceeds received as a result of accelerating and/or foreclosing the Series 2024 Special Assessments. "Prepayments" shall include, without limitation, Series 2024 Prepayment Principal.
"Quarterly Redemption Date" shall mean each February 1, May 1, August 1, and November 1 of any calendar year.
"Redemption Price" shall mean the principal amount of any Series 2024 Bond plus the applicable premium, if any payable upon redemption thereof pursuant to this First Supplemental Trust Indenture.
"Registrar" shall mean U.S. Bank Trust Company, National Association and its successors and assigns.
"Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date or the date on which the principal of the Series 2024 Bonds are to be paid.
"Reserve Release Conditions #1" shall mean collectively (i) all of the Outstanding principal amount of the Series 2024 Special Assessments shall have been assigned to lots that have been developed, platted and conveyed to homebuilders, and (ii) there shall be no Events of Default under the Series 2024 Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
"Reserve Release Conditions #2" shall mean collectively (i) satisfaction of Reserve Release Conditions #1, (ii) all of the Outstanding principal portion of the Series 2024 Special Assessments have been assigned to homes that have received a certificate of occupancy, and (iii) there shall be no Events of Default under the Series 2024 Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
"Resolution" shall mean, collectively, (i) Resolution No. 2022-26 of the Issuer adopted on May 12, 2022, pursuant to which the Issuer authorized the issuance of not exceeding
$30,000,000 aggregate principal amount of its Bonds to finance the construction or acquisition of the Series 2024 Project, and (ii) Resolution No. 2024-[ ] of the Issuer adopted on [June 13, 2024], pursuant to which the Issuer authorized, among other things, the issuance of the Series 2024 Bonds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2024 Project, specifying the details of the Series 2024 Bonds and awarding the Series 2024 Bonds to the purchasers of the Series 2024 Bonds.
"Series 2024 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture in connection with the components of the Series 2024 Project.
"Series 2024 Bond Redemption Account" shall mean the Account so designated, established as a separate Account within the Bond Redemption Fund pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.
"Series 2024 Bonds" shall have the meaning as described in the recitals hereto.
"Series 2024 Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Trust Indenture.
"Series 2024 General Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.
"Series 2024 Indenture" shall have the meaning as described in the recitals hereto.
"Series 2024 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Trust Indenture.
"Series 2024 Landowner" shall have the meaning as described in the recitals hereto. "Series  2024  Optional  Redemption  Subaccount"  shall  mean  the  subaccount  so
designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.
"Series 2024 Pledged Revenues" shall mean with respect to the Series 2024 Bonds (a) all revenues received by the Issuer from Series 2024 Special Assessments levied and collected on the assessable lands within Assessment Area One, benefitted by the Series 2024 Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the Series 2024 Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys transferred to the Series 2024 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance 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 Series 2024 Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).
"Series 2024 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2024 Special Assessments being prepaid pursuant to Section 4.05 of this First Supplemental Trust Indenture or Series 2024 Special Assessments collected as a result of an acceleration of the Series 2024 Special Assessments pursuant to Section 170.10, Florida Statutes, if such Series 2024 Special Assessments are being collected through a direct billing method.
"Series 2024 Prepayment Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.
"Series 2024 Project" shall have the meaning as described in the recitals hereto.
"Series 2024 Rebate Account" shall mean the Account so designated, established as a separate Account within the Rebate Fund pursuant to Section 4.01(j) of this First Supplemental Trust Indenture.
"Series 2024 Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this First Supplemental Trust Indenture.
"Series 2024 Reserve Requirement" or "Reserve Requirement" shall mean (i) initially, an amount equal to the maximum annual debt service on the Series 2024 Bonds as calculated from time to time; (ii) upon the occurrence of Reserve Release Conditions #1, fifty percent (50%) of the maximum annual debt service on the Series 2024 Bonds as calculated from time to time; and
(iii) upon the occurrence of the Reserve Release Conditions #2, ten percent (10%) of the maximum annual debt service on the Series 2024 Bonds as calculated from time to time. Upon satisfaction of the Reserve Release Conditions #1 or Reserve Release Conditions #2, as applicable, such excess amount shall be released from the Series 2024 Reserve Account and transferred to the Series 2024 Acquisition and Construction Account in accordance with the provisions of Sections 4.01(a) and 4.01(f) hereof. For the purpose of calculating the Series 2024 Reserve Requirement, maximum annual debt service, fifty percent (50%) of maximum annual debt service or ten percent (10%) of maximum annual debt service, as the case may be, shall be recalculated in connection with the extraordinary mandatory redemption described in Sections 3.01(b)(i) and 3.01(b)(iii) hereof (but not upon the optional or mandatory sinking fund redemption thereof) and such excess amount shall be released from the Series 2024 Reserve Account and, other than as provided in the immediately preceding sentence, transferred to the Series 2024 General Redemption Subaccount or the Series 2024 Prepayment Subaccount as applicable, in accordance with the provisions of Sections 3.01(b)(i), 3.01(b)(iii), 4.01(f), 4.01(i) and 4.05(a) hereof. Amounts on deposit in the Series 2024 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2024 Bonds be used to pay principal of and interest on the Series 2024 Bonds at that time. Initially, the Series 2024 Reserve Requirement shall be equal to $	.
"Series 2024 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this First Supplemental Trust Indenture.
"Series 2024 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Trust Indenture.
"Series 2024 Special Assessments" shall mean the Special Assessments levied on the assessable lands within Assessment Area One as a result of the Issuer's acquisition and/or construction of the Series 2024 Project, corresponding in amount to the debt service on the Series 2024 Bonds and designated as such in the methodology report relating thereto.
"Substantially Absorbed" means the date at least 75% of the principal portion of the Series 2024 Special Assessments have been assigned to residential units within the District that have received certificates of occupancy. The District shall present the Trustee with a certification that the Series 2024 Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2024 Special Assessments are Substantially Absorbed.
"True-Up Agreement" shall mean that certain Agreement dated [  ]  , 2024, by and between the Issuer and the Series 2024 Landowner relating to the true-up of Series 2024 Special Assessments.
"Underwriter" shall mean FMSbonds, Inc., the underwriter of the Series 2024 Bonds.
The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the form of Series 2024 Bonds), refer to the entire Series 2024 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 Chair or Vice Chair and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
[END OF ARTICLE I]
ARTICLE II
THE SERIES 2024 BONDS
SECTION 2.01.   Amounts and Terms of the Series 2024 Bonds; Issue of Series 2024 Bonds. No Series 2024 Bonds may be issued under this First Supplemental Trust Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.
The total principal amount of Series 2024 Bonds that may be issued under this First Supplemental Trust Indenture is expressly limited to $	. The Series 2024 Bonds shall be numbered consecutively from R-1 and upwards.
Any and all Series 2024 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Series 2024 Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2024 Bonds upon execution of this First Supplemental Trust Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer's request, authenticate such Series 2024 Bonds and deliver them as specified in the request.
SECTION 2.02.   Execution. The Series 2024 Bonds shall be executed by the Issuer as set forth in the Master Indenture.
SECTION 2.03.   Authentication. The Series 2024 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2024 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.04.  Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2024 Bonds.
The Series 2024 Bonds are being issued hereunder in order to provide funds for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2024 Project, (ii) funding a deposit to the Series 2024 Reserve Account in the amount of the Series 2024 Reserve Requirement, (iii) paying a portion of the interest coming due on the Series 2024 Bonds and (iv) paying the costs of issuance of the Series 2024 Bonds. The Series 2024 Bonds shall be designated "Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (Series 2024 Project)," and shall be issued as fully registered Bonds without coupons in Authorized Denominations.
The Series 2024 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2024 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2024 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2024, in which case from the date of initial
delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.
Except as otherwise provided in Section 2.07 of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2024 Bonds, the principal or Redemption Price of the Series 2024 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2024 Bonds. Except as otherwise provided in Section
2.07 of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2024 Bonds, the payment of interest on the Series 2024 Bonds shall be made on each Interest Payment Date to the Registered Owners of the Series 2024 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Registered Owner as such Registered Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2024 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 Registered Owner in whose name the Series 2024 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 sent by Electronic Means or mailed, first-class, postage- prepaid, to each Registered 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 Registered Owner of Series 2024 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Registered Owner to the bank account number on file with the Paying Agent, upon requesting the same in writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in writing delivered by the Registered Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date.
SECTION 2.05.	Debt Service on the Series 2024 Bonds.
The Series 2024 Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates as set forth below, subject to the right of prior redemption in accordance with their terms.
Year	Amount	Interest Rate
$	%
Interest on the Series 2024 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2024 Bonds on the day before the default occurred.
SECTION 2.06.   Disposition of Series 2024 Bond Proceeds. From the net proceeds of the Series 2024 Bonds received by the Trustee in the amount of $	 (par amount of
$	, [plus/minus [net] bond premium/original issue discount] of $	 and less an underwriter's discount of $	 which is retained by the underwriter of the Series 2024 Bonds):
$	, which is an amount equal to the initial Series 2024 Reserve Requirement, shall be deposited in the Series 2024 Reserve Account of the Debt Service Reserve Fund;
$	, shall be deposited into the Series 2024 Interest Account and applied to pay interest coming due on the Series 2024 Bonds through November 1, 2024;
$	, shall be deposited into the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Series 2024 Bonds; and
$	, representing the balance of the net proceeds of the Series 2024 Bonds, shall be deposited into the Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied only to the payment of costs of the Series 2024 Project subject to and in accordance with Section 4.01(a) hereof, Article V of the Master Indenture and the terms of the Acquisition Agreement.
SECTION 2.07.  Book-Entry Form of Series 2024 Bonds. The Series 2024 Bonds shall be issued as one fully registered bond for each maturity of Series 2024 Bonds and deposited with The Depository Trust Company ("DTC"), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants.
As long as the Series 2024 Bonds are held in book-entry-only form, Cede & Co. shall be considered the Registered Owner for all purposes hereof and in the Master Indenture. The Series 2024 Bonds shall not be required to be presented for payment. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("Direct Participants") and other institutions that clear through or maintain a custodial relationship with a Direct Participants, either directly or indirectly ("Indirect Participants"). The Direct Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2024 Bonds ("Beneficial Owners").
Principal and interest on the Series 2024 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.
Individuals may purchase beneficial interests in Authorized Denominations in book- entry-only form, without certificated Series 2024 Bonds, through Direct Participants and Indirect Participants.
During the period for which Cede & Co. is Registered Owner of the Series 2024 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants and Direct Participants shall be responsible for notices to Indirect Participants, and Direct Participants and Indirect Participants shall be responsible for notices to Beneficial Owners.
The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2024 Bonds in the form of fully registered Series 2024 Bonds in accordance with the instructions from Cede & Co.
In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2024 Bonds may be exchanged for an equal aggregate principal amount of Series 2024 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.
SECTION 2.08.  Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register") for the registration, transfer and exchange of the Series 2024 Bonds, and hereby appoints U.S. Bank Trust Company, National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank Trust Company, National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.
The Issuer hereby appoints U.S. Bank Trust Company, National Association as Paying Agent for the Series 2024 Bonds. U.S. Bank Trust Company, National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.
SECTION 2.09.  Conditions Precedent to Issuance of the Series 2024 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2024 Bonds, all the Series 2024 Bonds shall be executed by the Issuer
for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:
certified copies of the Assessment Resolutions;
a copy of the executed Master Indenture and an executed copy of this First Supplemental Trust Indenture;
customary closing opinions of District Counsel and Bond Counsel;
a certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Series 2024 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Trust Indenture;
copies of executed investor letters in the form attached hereto as Exhibit D if such investor letter is required, as determined by the Underwriter; and
executed copies of the Arbitrage Certificate, the True-Up Agreement, the Acquisition Agreement, Declaration of Consent, the Completion Agreement, the Continuing Disclosure Agreement and the Collateral Assignment.
Payment to the Trustee of the net proceeds of the Series 2024 Bonds shall be conclusive evidence that the foregoing conditions have been fulfilled to the satisfaction of the Issuer and the Underwriter.
[END OF ARTICLE II]
ARTICLE III REDEMPTION OF SERIES 2024 BONDS
SECTION 3.01.  Redemption Dates and Prices. The Series 2024 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2024 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2024 Bonds of a maturity are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2024 Bonds or portions of the Series 2024 Bonds to be redeemed by lot. Partial redemptions of Series 2024 Bonds shall, to the extent possible, be made in such a manner that the remaining Series 2024 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2024 Bond.
The Series 2024 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2024 Bonds shall be made on the dates specified below. Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption amount is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
Optional Redemption. The Series 2024 Bonds maturing after May 1, 20  may, at the option of the Issuer be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Series 2024 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date through which interest has been paid to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Extraordinary Mandatory Redemption in Whole or in Part. The Series 2024 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption
Price equal to 100% of the principal amount of the Series 2024 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account following the payment in whole or in part of Series 2024 Special Assessments on any assessable property within Assessment Area One in accordance with the provisions of Section 4.05(a) of this First Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount as a result of such Prepayment and pursuant to Sections 4.01(f) and 4.05(a) of this First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
from moneys, if any, on deposit in the Funds, Accounts and subaccounts regarding Assessment Area One held by the Trustee hereunder (other than the Series 2024 Rebate Fund and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.
upon the Completion Date, from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account in accordance with the provisions of Section 4.01(a) hereof, not otherwise reserved to complete the Series 2024 Project and transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of Section 4.01(a) hereof, as a result of the reduction of the Series 2024 Reserve Requirement. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption. The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year
Redemption Amount

$

*

Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund Redemption Amount

$

*

Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount
   
$	$

*

* Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount
   
$	$

* Maturity.
SECTION 3.02.  Notice of Redemption. When required to redeem Series 2024 Bonds under any provision of this First Supplemental Trust Indenture or directed to redeem Series 2024 Bonds by the Issuer, the Trustee shall give or cause to be given to Registered Owners of the Series 2024 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture.
[END OF ARTICLE III]
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2024 SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds and Accounts.
The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2024 Acquisition and Construction Account." Net proceeds of the Series 2024 Bonds shall initially be deposited into the Series 2024 Acquisition and Construction Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture, together with any moneys subsequently transferred or deposited thereto, including moneys transferred from the Series 2024 Reserve Account after satisfaction of either the Reserve Release Conditions #1 or Reserve Release Conditions #2 as certified in writing by the District Manager and upon which the Trustee may conclusively rely, and such moneys shall be applied as set forth in this Section 4.01(a), Section 5.01 of the Master Indenture, and by the District as set forth in the Acquisition Agreement and the Engineer's Report. Funds on deposit in the Series 2024 Acquisition and Construction Account shall only be requested by the Issuer to be applied to the Costs of the Series 2024 Project, subject to Sections 3.01(b)(iii), 4.01(f) and 5.06 herein. Upon satisfaction of the Reserve Release Conditions #1 and Reserve Release Conditions #2, the amount on deposit in the Series 2024 Reserve Account in excess of the Series 2024 Reserve Requirement, as applicable and as calculated by the District, who shall be responsible for certifying to the Trustee in writing that such Reserve Release Conditions #1 or Reserve Release Conditions #2 were satisfied, shall then be transferred by the Trustee to the Series 2024 Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, upon consultation with the Consulting Engineer, and applied as provided in this Section 4.01(a). The Trustee shall have no duty to review if either Reserve Release Conditions #1 or Reserve Release Conditions #2 have been satisfied.
Following the Completion Date of the Series 2024 Project, all moneys remaining in the Series 2024 Acquisition and Construction Account that have not been requisitioned within thirty
(30) days after satisfaction of the Reserve Release Conditions #1 and #2, shall be transferred to the Series 2024 General Redemption Subaccount, as directed in writing by the District Manager on behalf of the Issuer to the Trustee, to be applied as provided in Section 3.01(b)(iii) hereof. Notwithstanding the foregoing, the Series 2024 Acquisition and Construction Account shall not be closed until after the Reserve Release Conditions #2 shall have occurred and the excess funds from the Series 2024 Reserve Account shall have been transferred to the Series 2024 Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, and applied in accordance with this Section 4.01(a) or as otherwise provided in Section 4.01(f) hereinbelow. The Trustee shall not be responsible for determining the amount in the Series 2024 Acquisition and Construction Account allocable to the Series 2024 Project or any transfers made to such Account in accordance with direction from the District Manager as provided for herein. The Trustee shall make no such transfer from the Series 2024 Acquisition and Construction Account to the Series 2024 General Redemption Subaccount if an Event of Default exists with respect to the Series 2024 Bonds of which the Trustee has actual notice as described in Section
11.06 of the Master Indenture. Except as provided in Section 3.01(b)(iii) or Section 5.06 hereof,
only upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, shall the Trustee withdraw moneys from the Series 2024 Acquisition and Construction Account or subaccounts therein. After no funds remain in the Series 2024 Acquisition and Construction Account, such Account shall be closed.
Pursuant to the Master Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2024 Costs of Issuance Account." Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Costs of Issuance Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2024 Costs of Issuance Account to pay the costs of issuing the Series 2024 Bonds. Six months after the issuance of the Series 2024 Bonds, any moneys remaining in the Series 2024 Costs of Issuance Account in excess of the amounts requested to be disbursed by the Issuer shall be deposited into the Series 2024 Interest Account and the Series 2024 Costs of Issuance Account shall be closed. Any deficiency in the amount allocated to pay the cost of issuing the Series 2024 Bonds shall be paid from excess Series 2024 Pledged Revenues on deposit in the Series 2024 Revenue Account as provided in Section 4.02. After no funds remain therein, the Series 2024 Costs of Issuance Account shall be closed.
Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the "Series 2024 Revenue Account." Series 2024 Special Assessments (except for Prepayments of Series 2024 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2024 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2024 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section
4.02 of this First Supplemental Trust Indenture. The Trustee may conclusively rely that unless expressly indicated in writing by the District as a Prepayment upon deposit thereof with the Trustee, payments of Series 2024 Special Assessments otherwise received by the Trustee are to be deposited into the Series 2024 Revenue Account.
[RESERVED].
Pursuant to Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2024 Interest Account." Moneys deposited into the Series 2024 Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this First Supplemental Trust Indenture, shall be applied for the purposes provided therein and used to pay interest on the Series 2024 Bonds.
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 2024 Sinking Fund Account." Moneys shall be deposited into the Series 2024 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, and applied for the purposes provided therein and in Section 3.01(c) of this First Supplemental Trust Indenture.
Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the "Series 2024 Reserve Account." Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture, and such moneys, together with any other moneys deposited into the Series 2024 Reserve Account shall be applied for the purposes provided in the Master Indenture and in this Section 4.01(f) and Section 4.05 of this First Supplemental Trust Indenture. Notwithstanding any provisions in the Master Indenture to the contrary, the Issuer covenants not to substitute the cash and Investment Securities on deposit in the Series 2024 Reserve Account with a Debt Service Reserve Insurance Policy or a Debt Service Reserve Letter of Credit. Except as provided in the next paragraph, all investment earnings on moneys in the Series 2024 Reserve Account shall remain on deposit therein.
On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2024 Reserve Account and transfer any excess therein above the Series 2024 Reserve Requirement resulting from investment earnings to the Series 2024 Acquisition and Construction Account and if such Account is closed, to the Series 2024 Revenue Account in accordance with Section 6.05 of the Master Indenture.
Subject to the provisions of Section 4.05 hereof, on any date the Issuer receives notice from the District Manager that any landowner wishes to prepay its Series 2024 Special Assessments relating to the benefited property of such landowner, or as a result of a mandatory true-up payment, the Issuer shall, or cause the District Manager, on behalf of the Issuer, to calculate the principal amount of such Prepayment taking into account a credit against the amount of Series 2024 Prepayment Principal due by the amount of money in the Series 2024 Reserve Account that will exceed the Series 2024 Reserve Requirement for the Series 2024 Bonds, taking into account the proposed Prepayment. Such excess shall be transferred to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account, as a result of such Prepayment. The District Manager, on behalf of the Issuer, shall make such calculation within ten (10) Business Days after such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the respective landowner from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account to be used for the extraordinary mandatory redemption of the Series 2024 Bonds in accordance with Section 3.01(b)(i) hereof. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding any of the foregoing, amounts on deposit in the Series 2024 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2024 Bonds to the Series 2024 General Redemption Subaccount, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2024 Special Assessments and applied to redeem a portion of the Series 2024 Bonds are less than the principal amount of Series 2024 Bonds indebtedness attributable to such lands.
Notwithstanding the foregoing, upon satisfaction of the Reserve Release Conditions #1 and #1, the Trustee shall deposit such excess as directed by the District Manager in writing on deposit in the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account and pay such amount as designated in a requisition in the form attached hereto as
Exhibit C to the Issuer submitted by the Series 2024 Landowner within thirty (30) days of such transfer which requisition shall be executed by the Issuer and the Consulting Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared provided the Series 2024 Landowner can establish, to the satisfaction of the Consulting Engineer, costs of the Series 2024 Project that were not paid from moneys initially deposited in the Series 2024 Acquisition and Construction Account. In the event that there are no unreimbursed costs to pay to the Series 2024 Landowner, such excess moneys transferred from the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account shall be deposited into the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account upon direction to the Trustee by the District. If no completed requisition as provided in this section is submitted to the Trustee within thirty (30) days of moneys having been transferred from the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account as a result of the satisfaction of the Reserve Release Conditions #1 and #2, such excess moneys in the Series 2024 Acquisition and Construction Account shall then be transferred by the Trustee to the Series 2024 General Redemption Subaccount and applied to the redemption of the Series 2024 Bonds as provided in Section 4.01(a) hereinabove.
In addition, and together with the moneys transferred from the Series 2024 Reserve Account pursuant to this paragraph, if the amount on deposit in the Series 2024 General Redemption Subaccount, is not sufficient to redeem a principal amount of the Series 2024 Bonds in an Authorized Denomination, the Trustee is authorized to withdraw amounts from the Series 2024 Revenue Account to round up to the amount in the Series 2024 General Redemption Subaccount to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Series 2024 Revenue Account shall be made to pay interest on and/or principal of the Series 2024 Bonds for the redemption pursuant to Section 3.01(b)(iii) if as a result the deposits required under Section 4.02 FIRST through FIFTH cannot be made in full.
Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the "Series 2024 Bond Redemption Account" and within such Account, a "Series 2024 General Redemption Subaccount," a "Series 2024 Optional Redemption Subaccount," and a "Series 2024 Prepayment Subaccount." Except as otherwise provided in this First Supplemental Trust Indenture regarding Prepayments or in connection with the optional redemption of the Series 2024 Bonds, moneys to be deposited into the Series 2024 Bond Redemption Account as provided in Section 6.06 of the Master Indenture, shall be deposited to the Series 2024 General Redemption Subaccount.
Moneys that are deposited into the Series 2024 General Redemption Subaccount (including all earnings on investments held therein) shall be used to call for the extraordinary mandatory redemption (i) in whole, pursuant to Section 3.01(b)(ii) hereof, the Outstanding amount of Series 2024 Bonds, or (ii) in whole or in part pursuant to Section 3.01(b)(iii) hereof.
Moneys in the Series 2024 Prepayment Subaccount (including all earnings on investments held in such Series 2024 Prepayment Subaccount) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Series 2024 Bonds equal to the amount of money transferred to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account for the purpose of such extraordinary mandatory
redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof. In addition, and together with the moneys transferred from the Series 2024 Reserve Account pursuant to paragraph (f) above, if the amount on deposit in the Series 2024 Prepayment Subaccount is not sufficient to redeem a principal amount of the Series 2024 Bonds in an Authorized Denomination, the Trustee upon written direction from the Issuer, shall be authorized to withdraw amounts from the Series 2024 Revenue Account to deposit to the Series 2024 Prepayment Subaccount to round-up the amount to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Series 2024 Revenue Account shall be directed by the Issuer to pay interest on and/or principal of the Series 2024 Bonds for the redemption pursuant to Section 3.01(b)(i) hereof if as a result the deposits required under Section
4.02 FIRST through FIFTH cannot be made in full.
The Issuer hereby directs the Trustee to establish a separate account in the Rebate Fund designated as the "Series 2024 Rebate Account." Moneys shall be deposited into the Series 2024 Rebate Account, as provided in the Arbitrage Certificate and applied for the purposes provided therein.
Moneys on deposit in the Series 2024 Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2024 Bonds pursuant to Section 3.01(a) hereof.
SECTION 4.02.  Series 2024 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2024 Revenue Account to the Funds, Accounts and subaccounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day next preceding each Interest Payment Date, commencing November 1, 2024, to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Series 2024 Interest Account not previously credited;
SECOND, no later than the Business Day next preceding each May 1, commencing May 1, 20 , to the Series 2024 Sinking Fund Account, an amount equal to the principal amount of Series 2024 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2024 Sinking Fund Account not previously credited;
THIRD, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2024 Bonds remain Outstanding, to the Series 2024 Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2024 Reserve Requirement for the Series 2024 Bonds;
FOURTH, notwithstanding the foregoing, at any time the Series 2024 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer to the Series 2024 Interest Account, the
amount necessary to pay interest on the Series 2024 Bonds subject to redemption on such date; and
FIFTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2024 Costs of Issuance Account upon the written request of the Issuer to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2024 Bonds and next, any balance in the Series 2024 Revenue Account shall remain on deposit in such Series 2024 Revenue Account, unless needed to be transferred to the Series 2024 Prepayment Subaccount for the purposes of rounding the principal amount of a Series 2024 Bond subject to extraordinary mandatory redemption pursuant to Sections 4.01(f) or 4.01(i) hereof to an Authorized Denomination, or unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2024 Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto.
SECTION 4.03.   Power to Issue Series 2024 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2024 Bonds, to execute and deliver the Series 2024 Indenture and to pledge the Series 2024 Pledged Revenues for the benefit of the Series 2024 Bonds to the extent set forth herein. The Series 2024 Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2024 Bonds, except as otherwise permitted under the Master Indenture and in Section 5.04 hereof. The Series 2024 Bonds and the provisions of the Series 2024 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, and without waiving any sovereign immunity or limitation of liability afforded by Section 768.28, Florida Statutes, or other law, defend, preserve and protect the pledge created by the Series 2024 Indenture and all the rights of the Holders of the Series 2024 Bonds under the Series 2024 Indenture against all claims and demands of all persons whomsoever.
SECTION 4.04. Series 2024 Project to Conform to the Engineer's Report. Simultaneously with the issuance of the Series 2024 Bonds, the Issuer will promptly proceed to construct and/or acquire the Series 2024 Project, as described in Exhibit A hereto and in the Engineer's Report relating thereto, all pursuant to the terms and provisions of the Acquisition Agreement.
SECTION 4.05.	Prepayments; Removal of Series 2024 Special Assessment Liens.
At any time any owner of property subject to the Series 2024 Special Assessments may, at its option, or as a result of acceleration of the Series 2024 Special Assessments because of non-payment thereof, shall, or by operation of law, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2024 Special Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Series 2024 Special Assessment, which shall constitute Series 2024 Prepayment Principal, plus, except as provided below, accrued interest to the next succeeding Quarterly Redemption Date (or the first succeeding Quarterly Redemption Date that is at least forty-five (45) days after such Prepayment, if such Prepayment is made within forty-five (45) calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property
subject to Series 2024 Special Assessments owned by such owner. To the extent that such Prepayments are to be used to redeem Series 2024 Bonds pursuant to Section 3.01(b)(i) hereof, in the event the amount on deposit in the Series 2024 Reserve Account will exceed the Series 2024 Reserve Requirement for the Series 2024 Bonds as a result of a Prepayment in accordance with this Section 4.05(a) and the resulting extraordinary mandatory redemption in accordance with Section 3.01(b)(i) of this First Supplemental Trust Indenture of Series 2024 Bonds, the excess amount shall be transferred from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount, as a credit against the Series 2024 Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer to the Trustee together with a certificate of a Responsible Officer of the Issuer, upon which the Trustee may conclusively rely, stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2024 Reserve Account to equal or exceed the Series 2024 Reserve Requirement.
Upon receipt of Series 2024 Prepayment Principal as described in paragraph (a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official improvement lien book of the District that the Series 2024 Special Assessment has been paid in whole or in part and that such Series 2024 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.
The Trustee may conclusively rely on the Issuer's determination of what moneys constitute Prepayments. The Trustee shall calculate the amount available for the extraordinary mandatory redemption of the applicable Series 2024 Bonds pursuant to Section 3.01(b)(i) forty- five (45) days prior to each Quarterly Redemption Date.
[END OF ARTICLE IV]
ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01.  Collection of Series 2024 Special Assessments. The Series 2024 Special Assessments levied for each full year on platted lots shall be collected pursuant to the uniform method provided for in Sections 197.3632 and 197.3635 Florida Statutes (the "Uniform Method") unless the District determines that it is in its best interests to collect directly. The Series 2024 Special Assessments levied on unplatted lots or lands shall be billed and collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method unless the District determines that it is in its best interests to do so. Prior to any Event of Default, the election to collect and enforce Series 2024 Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the District from electing to collect and enforce Series 2024 Special Assessments pursuant to any other method permitted by law in any subsequent year. Following an Event of Default, Series 2024 Special Assessments levied on platted lots shall be collected pursuant to the Uniform Method and Series 2024 Special Assessments levied on unplatted lots or lands shall be billed and collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless the Trustee, acting at the direction of the Majority Holders of the Series 2024 Bonds Outstanding, provides written consent/direction to a different method of collection. All Series 2024 Special Assessments that are billed and collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such Series 2024 Special Assessments shall not be deemed to be delinquent unless and until they are not paid by the applicable Interest Payment Date with respect to which they have been billed. The applicable assessment methodology report shall not be materially amended without the written consent of the Majority Holders, which consent shall be deemed given if no response is received within sixty (60) days of a written request therefor.
SECTION 5.02.   Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer and the Series 2024 Landowner has executed and delivered a Continuing Disclosure Agreement in order to assist the Underwriter in complying with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of the Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance.
SECTION 5.03.   Investment of Funds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Funds, Accounts and subaccounts therein created hereunder.
SECTION 5.04.   Additional Obligations. The Issuer covenants not to issue any other Bonds or other debt obligations secured by the Series 2024 Special Assessments. In addition, the Issuer covenants not to issue any other Bonds or debt obligations secured by Special Assessments on the assessable lands within the District that are subject to the Series 2024 Special Assessments, until such time as the Series 2024 Special Assessments are Substantially
Absorbed or the Majority Holder has consented in writing. The District shall present the Trustee with a certification that the Series 2024 Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2024 Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the Series 2024 Special Assessments have not been Substantially Absorbed. Such covenant shall not prohibit the Issuer from issuing refunding Bonds or any Bonds or other obligations secured by Special Assessments levied on District Lands not subject to the Series 2024 Special Assessment, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2024 Project.
SECTION 5.05.  Requisite Owners for Direction or Consent. Anything in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision which requires greater than 50% (fifty percent) of the Owners, shall in each case be deemed to refer to, and shall mean, the Majority Holders.
SECTION 5.06. Acknowledgement Regarding the Moneys in the Series 2024 Acquisition and Construction Account Following an Event of Default. In accordance with the provisions of the Series 2024 Indenture, the Series 2024 Bonds are payable solely from the Series 2024 Pledged Revenues and any other moneys held by the Trustee under the Series 2024 Indenture for such purpose. Anything in the Series 2024 Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, the Series 2024 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2024 Acquisition and Construction Account then held by the Trustee, and that upon the occurrence of an Event of Default with respect to the Series 2024 Bonds, (i) the Series 2024 Pledged Revenues may not be used by the Issuer (whether to pay costs of the Series 2024 Project or otherwise) without the consent of the Majority Holders and (ii) the Series 2024 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay costs and expenses incurred in connection with the pursuit of remedies under the Series 2024 Indenture, provided, however notwithstanding anything herein to the contrary the Trustee is also authorized to utilize the Series 2024 Pledged Revenues to pay fees and expenses as provided in Section 10.12 of the Master Indenture.
[END OF ARTICLE V]
ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01.   Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Series 2024 Indenture. The Trustee agrees to act as Paying Agent, Registrar and Authenticating Agent for the Series 2024 Bonds.
SECTION 6.02.  Trustee's Duties. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Trust Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2024 Bonds), all of which are made solely by the Issuer. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.
[END OF ARTICLE VI]
ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01. Interpretation of First Supplemental Trust Indenture. This First Supplemental Trust Indenture amends and supplements the Master Indenture with respect to the Series 2024 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Trust Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Trust Indenture shall be read and construed as one document.
SECTION 7.02. Amendments. Any amendments to this First Supplemental Trust Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.
SECTION 7.03.  Counterparts. This First Supplemental Trust Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 7.04.  Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Trust Indenture are hereby incorporated herein and made a part of this First Supplemental Trust Indenture for all purposes.
SECTION 7.05.   Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2024 Bonds or the date fixed for the redemption of any Series 2024 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 7.06.  No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2024 Bonds, and no other person is intended to be a third-party beneficiary hereof to be entitled to assert or preserve any claim hereunder.

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

[SEAL]
Attest:

By: 	
Name: Jill Burns
Title:	Secretary, Board of Supervisors
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

By: 	
Name: Milton Andrade
Title:	Chair, Board of Supervisors

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

By: 	
Name: Scott A. Schuhle Title:	Vice President
EXHIBIT A DESCRIPTION OF SERIES 2024 PROJECT
The Series 2024 Project includes, but is not limited to, portions of the following public infrastructure described in the Engineer's Report for Yarborough Lane Community Development District (Polk County/Crews Lake Drive and Yarborough Lane) dated May 2022, prepared by Kimley-Horn and Associates, Inc.:

EXHIBIT B
[FORM OF SERIES 2024 BOND]
R-_	$	

UNITED STATES OF AMERICA STATE OF FLORIDA
POLK COUNTY, FLORIDA
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2024
(SERIES 2024 PROJECT)

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP	
	%	May 1, 20 	[	]   , 2024	 		
Registered Owner:
Principal Amount:	CEDE & CO.			
KNOW ALL PERSONS BY THESE PRESENTS that the Yarborough Lane Community Development District (the "Issuer"), for value received, hereby promises to pay to the Registered Owner shown above or registered assigns, on the maturity date set forth above, from the sources hereinafter mentioned, the principal amount set forth above (with interest thereon at the interest rate per annum set forth above, computed on 360-day year of twelve 30-day months). Principal of and interest on this Bond are payable by U.S. Bank Trust Company, National Association, in Fort Lauderdale, Florida, as paying agent (said U.S. Bank Trust Company, National Association and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent") made payable to the Registered Owner and mailed on each Interest Payment Date commencing November 1, 2024, to the address of the Registered Owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank Trust Company, National Association, as Registrar (said U.S. Bank Trust Company, National Association and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each Interest Payment Date or the date on which the principal of a Bond is to be paid (the "Record Date"), provided however presentation is not required for payment while the Series 2024 Bonds are registered in book-entry only form. Such interest shall be payable from the most recent Interest Payment Date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to November 1, 2024, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Series 2024 Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Series 2024 Indenture.
THE SERIES 2024 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2024 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE SERIES 2024 INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, POLK COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2024 BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE SERIES 2024 INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2024 SPECIAL ASSESSMENTS (AS DEFINED IN THE FIRST SUPPLEMENTAL TRUST INDENTURE) TO SECURE AND PAY THE SERIES 2024 BONDS. THE SERIES 2024 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond is one of an authorized issue of Series 2024 Bonds of the Yarborough Lane 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"), Ordinance No. 2022-031 enacted by the Board of County Commissioners of the County on May 3, 2022 which became effective on May 6, 2022, designated as "Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (Series 2024 Project)" (the "Series 2024 Bonds"), in the aggregate principal amount of 	 and 00/100 Dollars ($	) of like date, tenor and effect, except as to number. The Series 2024 Bonds are being issued under authority of the laws and Constitution of the State, including particularly the Act, to pay, among other things, the costs of constructing and/or acquiring a portion of the Series 2024 Project (as defined in the herein referred to Series 2024 Indenture). The Series 2024 Bonds shall be issued as fully registered Series 2024 Bonds in Authorized Denominations, as set forth in the Series 2024 Indenture. The Series 2024 Bonds are issued under and secured by a Master Trust Indenture dated as of [  ] 1, 2024 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of [   ] 1, 2024 (the "First Supplemental Trust Indenture" and together with the Master Indenture, the "Series 2024 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.
Reference is hereby made to the Series 2024 Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2024 Bonds issued under the Series 2024 Indenture, the operation and application of the Series 2024 Reserve Account within the Debt Service Reserve Fund and other Funds, Accounts and subaccounts
(each as defined in the Series 2024 Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2024 Bonds, the levy and the evidencing and certifying for collection, of the Series 2024 Special Assessments, the nature and extent of the security for the Series 2024 Bonds, the terms and conditions on which the Series 2024 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Series 2024 Indenture, the conditions under which such Series 2024 Indenture may be amended without the consent of the Registered Owners of the Series 2024 Bonds, the conditions under which such Series 2024 Indenture may be amended with the consent of the Registered Owners of a majority in aggregate principal amount of the Series 2024 Bonds outstanding, and as to other rights and remedies of the Registered Owners of the Series 2024 Bonds.
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 County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Series 2024 Indenture, except for Series 2024 Special Assessments to be assessed and levied by the Issuer as set forth in the Series 2024 Indenture.
By the acceptance of this Bond, the Registered Owner hereof assents to all the provisions of the Series 2024 Indenture.
This Bond is payable from and secured by Series 2024 Pledged Revenues, as such term is defined in the Series 2024 Indenture, all in the manner provided in the Series 2024 Indenture. The Series 2024 Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of Series 2024 Special Assessments to secure and pay the Series 2024 Bonds.
The Series 2024 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2024 Bonds shall be made on the dates specified below. Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption amount is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
Optional Redemption
The Series 2024 Bonds maturing after May 1, 20  may, at the option of the Issuer be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Series 2024 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date through which interest has been paid to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Extraordinary Mandatory Redemption in Whole or in Part
The Series 2024 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2024 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account following the payment in whole or in part of Series 2024 Special Assessments on any assessable property within Assessment Area One in accordance with the provisions of Section 4.05(a) of the First Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount as a result of such Prepayment and pursuant to Sections 4.01(f) and 4.05(a) of the First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
from moneys, if any, on deposit in the Funds, Accounts and subaccounts regarding Assessment Area One held by the Trustee under the First Supplemental Trust Indenture (other than the Series 2024 Rebate Fund and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.
upon the Completion Date, from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account in accordance with the provisions of the First Supplemental Trust Indenture, not otherwise reserved to complete the Series 2024 Project and transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of the First Supplemental Trust Indenture, as a result of the reduction of the Series 2024 Reserve Requirement. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund Redemption Amount

$

*

Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

	Year	
Mandatory Sinking Fund
	Redemption Amount	
$

*

Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount
   
$	$

*

Maturity.
The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount
   
$	$

*

Maturity.
Except as otherwise provided in the Series 2024 Indenture, if less than all of the Series 2024 Bonds subject to redemption shall be called for redemption, the particular such Series 2024 Bonds or portions of such Series 2024 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Series 2024 Indenture.
Notice of each redemption of the Series 2024 Bonds is required to be sent by Electronic Means or mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than sixty
(60) days prior to the redemption date to each Registered Owner of the Series 2024 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. The Issuer may provide that the any optional redemption of Series 2024 Bonds issued under the Series 2024 Indenture may be subject to certain conditions; provided that the notice of such conditional optional redemption must expressly state that such optional redemption is conditional and describe the conditions for such redemption. On the date designated for redemption, notice having been given and money for the payment of the
Redemption Price being held by the Paying Agent, all as provided in the Series 2024 Indenture, the Series 2024 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2024 Bonds or such portions thereof on such date, interest on such Series 2024 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2024 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Series 2024 Indenture and the Registered Owners thereof shall have no rights in respect of such Series 2024 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Series 2024 Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
The Registered Owner of this Bond shall have no right to enforce the provisions of the Series 2024 Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Series 2024 Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Series 2024 Indenture.
In certain events, on the conditions, in the manner and with the effect set forth in the Series 2024 Indenture, the principal of all the Series 2024 Bonds then Outstanding under the Series 2024 Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon.
Modifications or alterations of the Series 2024 Indenture or of any Series 2024 Indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Series 2024 Indenture.
Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for two (2) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.
If the Issuer deposits or causes to be deposited with the Trustee funds or Government Obligations (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any Series 2024 Bond becoming due at maturity or by call for redemption in the manner set forth in the Series 2024 Indenture, together with the interest accrued to the due date or date of redemption, as applicable, the lien of such Series 2024 Bonds as to the trust estate with respect to the Series 2024 Bonds shall be discharged, except for the rights of the Registered Owners thereof with respect to the funds so deposited as provided in the Series 2024 Indenture.
This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.
This Bond shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as this Bond is held in book-entry-only form Cede & Co. shall be considered the Registered Owner for all purposes hereof, including the payment of the principal of and interest on this Bond. Payment to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Issuer or the Trustee.
The Issuer shall keep books for the registration of the Series 2024 Bonds at the designated corporate trust office of the Registrar in Fort Lauderdale, Florida. Subject to the restrictions contained in the Series 2024 Indenture, and except when the Series 2024 Bonds are registered in book-entry only form, the Series 2024 Bonds may be transferred or exchanged by the Registered Owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Series 2024 Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Series 2024 Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Series 2024 Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2024 Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Series 2024 Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2024 Bonds selected for redemption and ending at the close of business on the day of such mailing, or
(ii) to transfer or exchange any Series 2024 Bond so selected for redemption in whole or in part.
The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue, and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or Authenticating Agent) 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 Series 2024 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 Series 2024 Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Series 2024 Indenture, of the certificate of authentication endorsed hereon.

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FOLLOWS]
IN WITNESS WHEREOF, Yarborough Lane Community Development District has caused this Bond to be signed by the manual signature of the Chair of its Board of Supervisors and a manual 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.
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By: 	
Secretary, Board of Supervisors
By: 	
Chair, Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Series 2024 Bonds delivered pursuant to the within mentioned Series 2024 Indenture.
Date of Authentication: 	

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By: 	
Authorized Signatory
STATEMENT OF VALIDATION
This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Tenth Judicial Circuit of Florida, in and for Hardee, Highlands and Polk Counties, rendered on the 15th day of August, 2022.
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By: 	
Secretary, Board of Supervisors
By: 	
Chair, Board of Supervisors
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	-	as tenants in common TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with rights of survivorship and not as tenants in common
UNIFORM TRANSFER MIN ACT -		 Custodian 	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act	
(State)

Additional abbreviations may also be used though not in the above list.
ASSIGNMENT AND TRANSFER
FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

	
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company
NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please	insert	social	security	or	other identifying number of assignee.
EXHIBIT C FORMS OF REQUISITIONS
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(SERIES 2024 PROJECT)

(Acquisition and Construction)
The undersigned, a Responsible Officer of the Yarborough Lane Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture by and between the District and
U.S. Bank Trust Company, National Association, as trustee, dated as of [	] 1, 2024 as supplemented by that certain First Supplemental Trust Indenture dated as of [		] 1, 2024 (collectively, the "Series 2024 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2024 Indenture):
Requisition Number:
Identify Acquisition Agreement, if applicable;
Name of payee pursuant to Acquisition Agreement:
Amount Payable:
Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments):
Fund or Account and subaccount, if any, from which disbursement to be made:
Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund
The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District and have not previously been paid,
each disbursement set forth above is a proper charge against the:
Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund; and
each disbursement set forth above was incurred in connection with: the Costs of the Series 2024 Project.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto or on file with the District are copies of the invoice(s) or applicable contracts from the vendor of the property acquired or the services rendered, as well as applicable conveyance instruments (e.g. deed(s), bill(s) of sale, easement(s), etc.) with respect to which disbursement is hereby requested.
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

By: 	
Responsible Officer
Date: 	

CONSULTING ENGINEER'S APPROVAL FOR
NON-COST OF ISSUANCE OR [NON-OPERATING COSTS REQUESTS ONLY]
The undersigned Consulting Engineer hereby certifies that this disbursement from the Series 2024 Acquisition and Construction Account is for a Cost of the Series 2024 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Series 2024 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. The Consulting Engineer further certifies and agrees that for any acquisition (a) the portion of the Series 2024 Project that is the subject of this requisition is complete, and (b) the purchase price to be paid by the District for the portion of the Series 2024 Project to be acquired with this disbursement 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.

Consulting Engineer

Date: 	
FORMS OF REQUISITIONS
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(SERIES 2024 PROJECT)

(Costs of Issuance)
The undersigned, a Responsible Officer of the Yarborough Lane Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture by and between the District and
U.S. Bank Trust Company, National Association, as trustee, dated as of [	] 1, 2024, as supplemented by that certain First Supplemental Trust Indenture dated as of [		] 1, 2024 (collectively, the "Series 2024 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2024 Indenture):
Requisition Number:
Amount Payable:
Purpose for which paid or incurred: Costs of Issuance
Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund
The undersigned hereby certifies that:
this requisition is for Costs of Issuance payable from the Series 2024 Costs of Issuance Account that have not previously been paid;
each disbursement set forth above is a proper charge against the Series 2024 Costs of Issuance Account;
each disbursement set forth above was incurred in connection with the issuance of the Series 2024 Bonds; and
each disbursement represents a cost of issuance which has not previously been paid.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto or on file with the District are copies of the invoice(s) from the vendor of the services rendered, with respect to which disbursement is hereby requested.
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

By:		
Responsible Officer
Date: 	
EXHIBIT D
FORM OF INVESTOR LETTER
[Date]
FMSbonds, Inc.
20660 W. Dixie Highway North Miami Beach, FL 33180
Re:	$	 Yarborough Lane Community Development District Special Assessment Bonds, Series 2024 (Series 2024 Project)
Ladies and Gentlemen:
The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual Investor], as the beneficial owner (the "Investor") of $	 of the above-referenced Bonds [maturing on 	  , 	, bearing interest at the rate of  % per annum and CUSIP #] (herein, the "Investor Bonds").
In connection with the purchase of the Investor Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely:
The Investor has authority to purchase the Investor Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection with the purchase of the Investor Bonds.
The Investor meets the criteria of an "accredited investor" as described in one or more of the categories derived from Rule 501(a) under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") summarized below, and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit- enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor:
a bank, registered broker, dealer or investment adviser (or investment adviser exempt from registration under Section 203(l) or (m) within the meaning of the Investment Advisers Act of 1940), insurance company, registered investment company, business development company, small business investment company; or rural business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the employee benefit plan has total assets in excess of $5 million;
an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust
partnership, or limited liability company, not formed for the specific purpose of acquiring the Investor Bonds with assets exceeding $5 million;
a business in which all the equity owners are "accredited investors";
a natural person who has individual net worth, or joint net worth with the person's spouse or spousal equivalent, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person, except that mortgage indebtedness on the primary residence shall not be included as a liability;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person;
an entity, of a type other than those set forth above, that owns investments in excess of $5,000,000 and that was not formed for the specific purpose of acquiring the Investor Bonds;
a natural person holding in good standing one or more professional certifications or designations or credentials from a designated accredited educational institution qualifying an individual for "accredited investor" status;
a "family office" with at least $5,000,000 in assets under management, that was not formed for the specific purpose of acquiring the Investor Bonds, and whose prospective investment is directed by a person capable of evaluating the merits and risks of the prospective investment; or
a "family client" of a family office described in the prior bullet point whose prospective investment is directed by that family office.
The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated [      ], 2024 of the Issuer and relating to the Bonds (the "Offering Document") and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.
Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Series 2024 Indenture.
Very truly yours, [Name], [Type of Entity]
By: 	 Name: 	 Title: 	 Date: 	
Or

[Name], an Individual
EXHIBIT B
FORM OF BOND PURCHASE CONTRACT
EXHIBIT C
FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM
EXHIBIT D
FORM OF RULE 15c2-12 CERTIFICATE
Yarborough Lane Community Development District
$	* Special Assessment Bonds,
Series 2024
(Series 2024 Project)
The undersigned hereby certifies and represents to FMSbonds, Inc. ("Underwriter") that he is the Chair of the Board of Supervisors of Yarborough Lane Community Development District (the "District") is authorized to execute and deliver this Certificate, and further certifies on behalf of the District to the Underwriter as follows:
This Certificate is delivered to enable the Underwriter to comply with Rule 15c2- 12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the above captioned bonds (the "Series 2024 Bonds").
In connection with the offering and sale of the Series 2024 Bonds, there has been prepared a Preliminary Limited Offering Memorandum, dated the date hereof, setting forth information concerning the Series 2024 Bonds and the District (the "Preliminary Limited Offering Memorandum").
As used herein, "Permitted Omissions" shall mean the offering price, interest rate, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the Underwriter and other terms of the Series 2024 Bonds depending on such matters.
The undersigned hereby deems the Preliminary Limited Offering Memorandum "final" as of its date, within the meaning of the Rule, except for the Permitted Omissions, and the information therein is accurate and complete except for the Permitted Omissions.
If, at any time prior to the execution of a Bond Purchase Contract, any event occurs as a result of which the Preliminary Limited Offering Memorandum might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the District will promptly notify the Underwriter thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 	 day of
	, 2024.
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

Chair

* Preliminary, subject to change.
D-1
EXHIBIT E
FORM OF CONTINUING DISCLOSURE AGREEMENT

E-1

Section VII

Items A-F will be provided under separate cover.

Section G
RESOLUTION 2024-04
[2024 BONDS]
[SUPPLEMENTAL ASSESSMENT RESOLUTION, WITH DELEGATION OF AUTHORITY]
A RESOLUTION REPEALING AND REPLACING RESOLUTION NO. 2022-41; SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT’S SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2024 (SERIES 2024 PROJECT) (“2024 BONDS”); MAKING CERTAIN ADDITIONAL FINDINGS AND CONFIRMING AND/OR ADOPTING A ENGINEER’S REPORT AND A SUPPLEMENTAL ASSESSMENT REPORT; DELEGATING AUTHORITY TO PREPARE FINAL REPORTS AND UPDATE THIS RESOLUTION; CONFIRMING THE MAXIMUM ASSESSMENT LIEN SECURING THE BONDS; ADDRESSING THE ALLOCATION AND COLLECTION OF THE ASSESSMENTS SECURING THE 2024 BONDS; ADDRESSING PREPAYMENTS; ADDRESSING TRUE-UP PAYMENTS; PROVIDING FOR THE SUPPLEMENTATION OF THE IMPROVEMENT LIEN BOOK; AND PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Yarborough Lane Community Development District (“District”) has previously indicated its intention to undertake, install, establish, construct or acquire certain public improvements and to finance such public improvements through the issuance of bonds secured by the imposition of special assessments on benefited property within the District; and

WHEREAS, the District’s Board of Supervisors (“Board”) has previously adopted, after proper notice and public hearing, Resolution No. 2022-36 (“Master Assessment Resolution”), relating to the imposition, levy, collection and enforcement of such special assessments, and establishing a master lien over the property within the District, which lien remains inchoate until the District issues bonds, as provided in the Master Assessment Resolution; and
WHEREAS, the Master Assessment Resolution provides that as each series of bonds is issued to fund all or any portion of the District’s improvements, a supplemental resolution may be adopted to set forth the specific terms of the bonds and certify the amount of the lien of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, and the application of receipt of any true-up proceeds; and
WHEREAS, the District previously adopted Resolution No. 2022-40 (“Prior Delegation Resolution”), which authorized the District to enter into a Bond Purchase Contract and sell its Special Assessment Revenue Bonds, Series 2022 (Series 2022 Project) within certain parameters set forth therein, and Resolution No. 2022-41 (“Prior Supplemental Assessment Resolution”), which authorized the finalization of the Series 2022 Assessments, among other things; and
WHEREAS, as a result of certain unforeseen delays in permitting and changes to the development plan, the provisions of the documents approved pursuant to the Prior Delegation Resolution and Prior Supplemental Assessment Resolution no longer accurately reflect the proposed financing; and
WHEREAS, the District has adopted Resolution No. 2024-03, repealing the Prior Delegation Resolution and authorizing the District to enter into a Bond Purchase Contract and sell its Special
Assessment Revenue Bonds, Series 2024 (Series 2024 Project) (“2024 Bonds”) within certain parameters set forth therein; and
WHEREAS, the District hereby wishes to repeal the Prior Supplemental Assessment Resolution and replace it in its entirety with this Resolution; and
WHEREAS, the District intends to secure the 2024 Bonds by levying debt service special assessments (“2024 Assessments”) pursuant to the terms of the Master Assessment Resolution, and in accordance with the supplemental trust indenture applicable to the 2024 Bonds; and
WHEREAS, pursuant to and consistent with the Master Assessment Resolution and Delegated Award Resolution, the District desires to authorize the finalization of its 2024 Assessments, among other actions.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS:

INCORPORATION OF RECITALS. All of the above representations, findings and determinations contained above are recognized as true and accurate and are expressly incorporated into this Resolution.

AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including Chapters 170, 190 and 197, Florida Statutes, and the Master Assessment Resolution.

ADDITIONAL  FINDINGS;  ADOPTION  OF  ENGINEER’S  REPORT  AND
SUPPLEMENTAL ASSESSMENT REPORT. The Board hereby finds and determines as follows:

The Engineer’s Report, dated May 2022, as further amended and supplemented from time to time, attached to this Resolution as Exhibit A (“Engineer’s Report”), identifies and describes, among other things, the presently expected components and estimated costs of the District’s master Capital Improvement Plan (the portion to be financed with the 2024 Bonds being the “Series 2024 Project”). The District hereby confirms that the Series 2024 Project serves a proper, essential and valid public purpose. The Engineer’s Report is hereby approved, adopted, and confirmed in substantial form. The District authorizes and ratifies its use in connection with the sale of the 2024 Bonds, subject to any changes deemed necessary under Section 4.a herein.

The preliminary First Supplemental Assessment Methodology (Series 2024 Project) for Yarborough Lane Community Development District, dated June 13, 2024, attached to this Resolution as Exhibit B (“Supplemental Assessment Report”) and subject to finalization upon receipt of final pricing details, applies the Master Assessment Methodology for Yarborough Lane Community Development District, dated May 12, 2022, (“Master Assessment Report”) to the Series 2024 Project and the actual terms of the 2024 Bonds. The Supplemental Assessment Report is hereby approved, adopted and confirmed in substantial form. The District authorizes and ratifies its use in connection with the sale of the 2024 Bonds, subject to any changes deemed necessary under Section 4.a. herein.

Generally speaking, and subject to the terms of Exhibit A and Exhibit B, the Series 2024 Project benefits all developable property within the Series 2024 Assessment Area, as
further described in Exhibit C attached hereto (“Assessment Area”). Moreover, the benefits from the Series 2024 Project funded by the 2024 Bonds equal or exceed the amount of the 2024 Assessments, as described in Exhibit B, and such 2024 Assessments are fairly and reasonably allocated across the Series 2024 Assessment Area. It is reasonable, proper, just and right to assess the portion of the costs of the Series 2024 Project to be financed with the 2024 Bonds to the specially benefited properties within the Assessment Area as set forth in Master Assessment Resolution and this Resolution.
CONFIRMATION OF MAXIMUM ASSESSMENT LIEN SECURING THE 2024 BONDS; DELEGATION OF AUTHORITY FOR DISTRICT STAFF TO ISSUE FINAL REPORTS
AND UPDATE THIS RESOLUTION. As provided in the Master Assessment Resolution, this Resolution is intended to set forth the terms of the 2024 Bonds and the final amount of the lien of the 2024 Assessments. In connection with the closing on the sale of the 2024 Bonds, District Staff is authorized to:

	Prepare final versions of the Engineer’s Report and Supplemental Assessment Report attached hereto as Exhibit A and Exhibit B, respectively, to incorporate final pricing terms and make such other revisions as may be deemed necessary, provided however that:
	the 2024 Assessments shall be levied and imposed within the parameters of the Master Assessment Resolution and Delegated Award Resolution,

the final versions shall be approved by the Chairperson or, in the Chairperson’s absence, the Vice Chairperson, and in the absence or unavailability of the Vice Chairman, any other member of the Board, and

the actual amounts financed, costs of issuance, expected costs of collection, and the total amount of assessments pledged to the issuance of the 2024 Bonds, which amount shall be consistent with the lien imposed by the Master Assessment Resolution, shall all be as set forth in the final Supplemental Assessment Report.

After pricing, attach a Composite Exhibit D to this Resolution showing: (i) Maturities and Coupon of 2024 Bonds, (ii) Sources and Uses of Funds for 2024 Bonds, and (iii) Annual Debt Service Payment Due on 2024 Bonds; and
Upon closing on the District’s 2024 Bonds, the District’s Secretary is hereby authorized and directed to record a Notice of 2024 Assessments in the Official Records of Polk County, Florida, or such other instrument evidencing the actions taken by the District. The lien of the 2024 Assessments shall be the principal amount due on the 2024 Bonds, together with interest and collection costs, and other pledged revenues as set forth in the applicable indenture(s), and shall cover all developable acreage within the Assessment Area, as further provided in the Series 2024 Assessment Roll included in the Supplemental Assessment Report, and as such land is ultimately defined and set forth in site plans or other designations of developable acreage. To the extent that land is added to the District and made subject to the master assessment lien described in the Master Assessment Report, the District may, by supplemental resolution at a regularly noticed meeting and without the need for a public hearing on reallocation, determine such land to be benefitted by the Series 2024 Project and reallocate the 2024 Assessments securing the 2024 Bonds in order to impose 2024 Assessments on the newly added and benefitted property.

ALLOCATION AND COLLECTION OF THE 2024 ASSESSMENTS.
The 2024 Assessments shall be allocated in accordance with Exhibit B and the Master Assessment Report. The final Supplemental Assessment Report shall reflect the actual terms of the issuance of the 2024 Bonds. The 2024 Assessments shall be paid in not more than thirty (30) years of installments of principal and interest.

The District hereby certifies the 2024 Assessments for collection and authorizes and directs staff to take all actions necessary to meet the time and other deadlines imposed for collection by Polk County and other Florida law. The District’s Board each year shall adopt a resolution addressing the manner in which the 2024 Assessments shall be collected for the upcoming fiscal year. The decision to collect 2024 Assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect the 2024 Assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.
IMPACT FEE CREDITS. In in lieu of receiving impact fee credits (if any) from any public improvements financed by the District, the District may elect to receive a contribution of infrastructure, reduce the cost of acquiring the improvements, or otherwise address the credits, as set forth in any applicable Acquisition Agreement between the District and the project developer.
PREPAYMENT OF 2024 ASSESSMENTS. Any owner of property subject to the 2024 Assessments may, at its option, pre-pay the entire amount of the 2024 Assessments any time, or a portion of the amount of the 2024 Assessments up to two (2) times (or as otherwise provided by the Supplemental Indenture for the 2024 Bonds), plus any applicable interest (as provided for in the Supplemental Indenture for the 2024 Bonds), attributable to the property subject to the 2024 Assessments owned by such owner. In connection with any prepayment of 2024 Assessments, the District may grant a discount equal to all or part of the payee’s proportionate share of financing costs (e.g., reserves) to the extent such discounts are provided for under the applicable trust indenture. Except as otherwise set forth herein, The terms of the Master Assessment Resolution addressing prepayment of assessments shall continue to apply in full force and effect.

APPLICATION OF TRUE-UP PAYMENTS. The terms of the Master Assessment Resolution addressing True-Up Payments, as defined therein, shall continue to apply in full force and effect.
IMPROVEMENT LIEN BOOK. Immediately following the closing on the District’s 2024 Bonds, the 2024 Assessments as reflected herein shall be recorded by the Secretary of the Board in the District’s Improvement Lien Book. The 2024 Assessments shall be and shall remain a legal, valid and binding first lien against all benefitted property as described in Exhibit B until paid and such lien shall be coequal with the lien of all state, Brevard, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

ADDITIONAL AUTHORIZATION. The Chairman, the Secretary, and all other Supervisors, officers and staff of the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2024 Bonds, and final levy of the 2024 Assessments, and the consummation of all transactions in connection therewith, including the execution of all certificates, documents, papers, notices, and agreements necessary to the undertaking and fulfillment of all transactions referred to in or contemplated by the this Resolution. The Vice Chairman is hereby authorized to act in the stead of the Chairman in any undertaking authorized or required of the Chairman hereunder, and in the absence of the Chairman and Vice Chairman, any other member of the District’s
Board of Supervisors is so authorized, and any Assistant Secretary is hereby authorized to act in the stead of the Secretary in any undertaking authorized or required of the Secretary hereunder.

CONFLICTS. This Resolution is intended to supplement the Master Assessment Resolution, which remains in full force and effect and is applicable to the 2024 Bonds except as modified herein. This Resolution and the Master Assessment Resolution shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution, provided however that to the extent of any conflict, this Resolution shall control. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SEVERABILITY. If any section or part of a section of this Resolution is declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.
EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

APPROVED and ADOPTED this 13th day of June, 2024.
ATTEST:	YARBOROUGH LANE
COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairperson

Exhibit A:	Engineer’s Report, dated May 2022
Exhibit B:	First Supplemental Assessment Methodology (Series 2024 Project) for Yarborough Lane Community Development District, dated June 13, 2024.
Exhibit C:	Legal Description of the Assessment Area
Comp. Exhibit D:	Maturities and Coupon of 2024 Bonds
Sources and Uses of Funds for 2024 Bonds Annual Debt Service Payment Due on 2024 Bonds
EXHIBIT A
EXHIBIT B
EXHIBIT C
COMPOSITE EXHIBIT D

Section VIII
ffflllbonds
Municipal Bond Specialists
20660 W. Dixie Highway North Miami Beach, FL 33180
June 6, 2024

Yarborough Lane Community Development District c/o Governmental Management Services, LLC
219 E. Livingston Street Orlando, Florida 32801 Attn: Ms. Jill Burns

Dear Ms. Burns:

Re:	Agreement for Underwriter Services & Rule G-17 Disclosure
Thank you for the opportunity to work with the Yarborough Lane Co1mnunity Development District (the "Issuer") regarding the underwriting of the Issuer's Special Assessment Bonds, Series 2024 and future series of bonds (the "Bonds"). The Issuer and FMSbonds, Inc. ("FMS"), solely in its capacity as underwriter, agree to the proposed terms set fmih herein in Attachment I. By executing this letter both parties agree to the terms set forth herein.
FMS's role is limited to act as Underwriter within the Scope of Services set f011h herein as Attachment I, and not as a financial advisor or municipal advisor. FMS is not acting as a municipal advisor for the developer in connection with the subject transaction. Any information that FMS has previously provided was solely for discussion purposes in anticipation of being retained as your underwriter. Attachment II, attached hereto, contains the Municipal Securities Rulemaking Board (MSRB) Rule G-17 Disclosure, as set forth in the amended and restated MSRB Notice 2019-20 (November 8, 2019)1 (the "Notice"). We ask that you provide this letter to the appropriate person at the Issuer.
We look forward to working with you.
Yours truly,

Name: Jor
Title: cutive Director Agreed to and accepted as of the date first written above:
YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

By:			 Name: 	_ Title:			

1 Interpretive Notice Concerning the Application of MSRB Rule G-17 to underwriters and Underwriters of Municipal Securities (effective March 31, 2021).

ATTACHMENT I

Section 1	Scope of Services of FMS: FMS proposes that its duties as Underwriter shall be limited to the following:
To provide advice to the Issuer on the structure, timing and terms of the Bonds;
To coordinate the financing process;
To conduct due diligence;
To assist in the preparation of an offering memorandum;
To review the assessment methodology and Bond documents;
To market and offer Bonds to investors.
Section 2	Terms and Conditions:
Underwriter Fee ("Underwriting Fee"). FMS shall act as sole lead underwriter. The Underwriting Fee to FMS for acting as Underwriter shall be 2% of the par amount of any Bonds issued. The Underwriting Fee shall be due and payable only upon the closing of the Bonds. The Underwriting Fee may be modified pursuant to a bond delegation or award resolution approved by the Board and consented to by the Underwriter.
	Price and Interest Rates: The offering price and interest rates are expected to be based on recent comparable transactions in the market, if any. FMS and the Issuer will jointly determine the offering price and interest rates immeqiately prior to the start of the order period, based on market conditions then prevailing.
Bond Purchase Agreement. The obligations of the Underwriter and those of the Issuer would be subject to the satisfactory completion of due diligence and to the customary representations, warranties, covenants, conditions, including provisions respecting its termination contained in the form of a bond purchase agreement FMS will prepare and as generally used in connection with the offering of Bonds for this type of transaction.
Costs of Issuance. The Issuer shall be responsible for the payment of all expenses relating to the offering, including but not limited to, attorney fees, consultant fees, costs associated with preparing offering documents, if any, the purchase agreement, regulatory fees and filing fees and expenses for qualification under blue sky laws designated by FMS and approved by the Issuer.
Assumptions. The proposed terms and statements of intention set fo11h in this attachment are based on information currently available to FMS about the Issuer and the market for special assessment bonds similar to the Bonds and the assumptions that:

the financial condition and history of the project shall be substantially as understood, and the financial information for the relevant and appropriate period ended to be included in the final offering memorandum will not vary materially from those set forth in the material furnished to FMS;
	no adverse developments shall occur which materially and adversely affect the underlying security and financial condition of the Issuer and the primary landowner and developer;
the offering memorandum will comply with all applicable laws and regulations;
there will not be any unanticipated substantial delays on the part of the Issuer in completing the transaction; and
all conditions of the Underwriter to purchase Bonds will be included in the bond purchase agreement and conditions shall be satisfied or waived, in the sole discretion of the Underwriter.
Information. The Issuer agrees to reasonably and actively assist FMS in achieving an underwriting that is satisfactory to FMS and the Issuer. To assist FMS in the underwriting the Issuer will (a) provide and cause the Issuer's staff and its professionals to provide FMS upon request with all information reasonably deemed necessary by FMS to complete the underwritings, included but not limited to, information and evaluations prepared by the Issuer and its advisors and the primary landowner and developer; and (b) otherwise assist FMS in its underwriting efforts.
Term of Engagement. The term of our engagement shall commence as of the date the covering letter is executed by the Issuer and continue in full force and effect unless terminated by either party. In event of termination by the Issuer without cause, FMS shall be entitled to recover its reasonable out of pocket expenses incurred up to the date of termination.
No Commitment. Notwithstanding the foregoing, nothing herein shall constitute an agreement to provide a firm commitment, underwriting or placement or arrangement of any securities by FMS or its affiliates. Any such commitment, placement or arrangement shall only be made a part of an underwriting agreement or purchase agreement at the time of the sale of the Bonds.
The engagement contemplated hereby is solely for the benefit of the Issuer and FMS and their respective successors, assigns and representatives and no other person or entity shall acquire or have any right under or by virtue hereof.
This engagement contains the entire understanding of the parties relating to the transactions contemplated hereby and supersedes all prior agreements, understandings and negotiations with respect thereto.
No Financial Advisor. FMS's role is limited to that of an Underwriter and not a financial advisor or municipal advisor.

ATTACHMENT II

MSRB Rule G-17 Disclosure --- The Issuer recognizes that FMSbonds, Inc. will serve as the underwriter (the "Underwriter") and not as a financial advisor or municipal advisor, in connection with the issuance of the bonds relating to this financing (herein, the 'Bonds"). As paii of our services as Underwriter, FMSbonds, Inc. may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. Any such advice, if given, will be provided by FMSbonds, Inc. as Underwriter and not as your financial advisor or municipal advisor in this transaction. The Issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the Issuer's interest in this transaction.
Pursuant to the Notice, we are required by the MSRB to advise you that:

MSRB Rule G-17 requires a broker to deal fairly at all times with both municipal issuers and investors.
The Underwriter's primary role is to purchase the Bonds in an arm's-length c01m11ercial transaction with the Issuer. As such, the Underwriter has financial and other interests that differ from those of the Issuer.
Unlike a municipal advisor, the Underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests.

The Underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to use its best efforts to resell the Bonds with purchases at prices that are fair and reasonable.
The Bonds may be sold into a trust either at the time of issuance or subsequent to issuance. In such instance FMSbonds, Inc., not in its capacity of Underwriter, may participate in such trust arrangement by performing certain administrative roles. Any compensation paid to FMSbonds, Inc. would not be derived from the proceeds of the Bonds or from the revenues pledged thereunder.
The Underwriter will be compensated in accordance with the terms of a bond purchase contract by and between the Underwriter and Issuer. Payment or receipt of the Underwriter's compensation will be contingent on the closing of the transaction. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an Underwriter may have an incentive to recommend a transaction that is rnmecessary or to recommend that the size of a transaction be larger than is necessary. The Issuer acknowledges no such recommendation has been made by the Underwriter.
Please note nothing in this letter is an expressed or an implied conm1itment by us to provide financing or to place or purchase the Bonds. Any such commitment shall only be set forth in a bond purchase contract or other appropriate form of agreement for the type of transaction unde1iaken by you.

Further, our participation in any transaction (contemplated herein or otherwise) remains subject to, among other things, the execution of a bond purchase contract (or other appropriate form of agreement), further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.
FMSbonds, Inc. is acting independently in seeking to act as Underwriter in the transaction contemplated herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or pminer of any other principal involved in the proposed financing. FMSbonds, Inc. assumes no responsibility, express or implied, for any actions or omissions of, or the performance of services by, the purchasers or any other brokers in connection with the transactions contemplated herein or otherwise.
If you or any other representative of the Issuer have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with your own financial, municipal, legal, accounting, tax and other advisors, as applicable, to the extent deemed appropriate.
The MSRB requires that we seek the Issuer's acknowledgement that it has received this letter. We request that the person at the Issuer who has the authority to bind the Issuer (herein, "Authorized Issuer Representative") acknowledge this letter as soon as practicable and by nature of such acknowledgment that such person is not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately.
Depending on the structure of the transaction that the Issuer decides to pursue, or if additional actual or perceived material conflicts are identified, we may be required to send you additional disclosures. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures.
We look forward to working with you in connection with the issuance of the Bonds, and we appreciate the opportunity to assist you in this transaction. Thank you.
FMSbonds, Inc.

By
Name: K7ssie
Title:  Executive Director

Section IX
RESOLUTION 2024-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT ELECTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE
Whereas, the Yarborough Lane Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, pursuant to Chapter 190, Florida Statutes, the Board of Supervisors (“Board”), shall organize by electing one of its members as Chair and by electing an Assistant Secretary, and such other officers as the Board may deem necessary.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.	DISTRICT OFFICERS. The following persons are elected to the offices
shown:

Assistant Secretary		

SECTION 2.	CONFLICTS. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict.

SECTION 3.	EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 13th day of June 2024

ATTEST:	YARBOROUGH LANE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Section X

Section C

Section 1

Item will be provided under separate cover.

Section 2

Item will be provided under separate cover.

Section 3
SUPERVISOR OF
ELECTIONS
POLK COUNTY, FLORIDA
Lori Eawaras

April 19, 2024

Samantha Ham - Recording Secretary Yarborough Lane CDD
219 E. Livingston Street Orlando, Florida 32801-1508

ECEIVE

BY·-------

RE: Yarborough Lane Community Development District Registered Voters

Dear Ms. Ham,
In response to your request, there are currently no voters within the Yarborough Lane Community Development District as of April 15, 2024.
Please do not hesitate to contact us if we can be of further assistance.

Sincerely,

EcLu.-J
Lori Edwards Supervisor of Elections Polk County, Florida

P.O. Box 1460, Bartow, FL 33831 • Phone: (863) 534-5888
PolkElections.gov

Para asistencia en Espanol, por favor de llarnar al (863) 534-5888