o. Randall Stokes, Esq. Lew~s and Ro-:a. When recorde1, return to: West Wasuington, 23rd Floor. Phoenix, Arizona

Transcription

1 :j When recorde1, return to: 1 2 ' 3 4,, 5 ' 61 1! 8. 9, : ' 14! 15 1 o. Randall Stokes, Esq. Lew~s and Ro-:a 100 West Wasungton, 23rd Floor Phoenx, Arzona AMENDED AND RESTATED DECLARATON OF COVENANTS, CONDTONS AND RESTRCTONS FOR MOUNTANBROOK VLLAGE AT GOLD CANYON 16 ' 17 : 18 : 19 : 20! 21 : 22: 23 11!' :\ 26! Aftf prntslen llereln whlcb restrfcta the sale, rental. or use of the descrbed real property because of famlar status s nvald and unenforceable under federal law" \

2 1 2'! 3:!! a: : ; :: 15 ' ARTCLE l l.10 l l l l l l ! : 1.29! : t ' l : ,. -- ~-,._. l:a~~3oa., 25 ' ~ 26. AMENDED AND RESTATED DECLARATON OF COVENANTS, CONDTONS AND RESTRCTONS FOR MOUNTANBROOK VLLAGE AT GOLD CANYON TABLE OF CONTENTS DEFNTONS Annexable Property Annual Assessments Apartment Parcel Apartment Unt.... Archtectural Commttee Artcles..... Assessments..... Assocaton.... Assocaton Rules aoard.... aylaws.... cormnon Area common Expenses.... condomnum Parcel..... "Condomnum Unt..... county Dec 1 a rant oeclaraton.... oeveloper Ow'ner ewellng Unt.... Elgble Mortgage Holder Exempt Property"..... F r s t Mo rt g a g e Government Property.... Lmted Cornrnon Area Lot.... Master Communty Assocaton Master Communty Declaraton Maxmum Annual Assessment Member Mo rt gage" Mortgagee Mountanbrook Vllage Development Plan..... Neghborhood Assocaton occupant..... "Owner..... () PAGE !

3 ~ ' ! l s ARTCLE 2 T ARTCLE 3 a, g! \ ARTCLE : \ : 17 ARTCLE ; ARTCLE ' " ;51 26 parcel parcel Assessments parcel Declaraton.... ~..... a Person property Record, Recordng, Recorded and Recordaton... a sngle Famly... 8 specal Assessments a Trustee a PROPERT RGHTS... 8 MEMBERSHP AND VOTNG RGHTS Votes of Owners of Lots and Parcels Deel a rant... ~" Votng Classes Rght to Vote Members Rghts.. Transfer of Membershp MANTENANCE Assocaton's General Responsbltes Mantenance of Owner's Structures Publcly-Dedcated Areas Assumpton of Other Responsbltes Addtonal Parcel Assessments No Dscrmnat6n Master Assocaton NSURANCE AND FDELT BONDS; CASUALTY LOSSES. 17 nsurance to be Obtaned by the Assocaton nsurance to be Obtaned by the Owners Casualty Losses ANNEXATON OF ADDTONAL PROPERT; DEA.N'N'EXA.T 0 N 2 5 Reservaton of Certan Annexaton Rghts Lmtatons on Other Annexatons FlA and VA Approval Recordaton of Annexaton nstrument Effect of Annexaton No Oblgaton to Annex De-Annexaton () a

4 ! l 17! 18,, ARTCLE ARTCLE ARTCLE RGHTS AND OBLGATONS OF THE ASSOCATON Common Area ~ Personal Property and Real Property for Common Use Rules and Regulatons Avalablty of Books, Records and Other Documents Audted Fnancal Statements mpled Rghts Neghborhood Assocatons Board of Drectors and Offcers ASSESS:z.t:ENTS. 3 O Creaton of Assessment Rght Covenants wth.respect to Assessments Len for Assessments; Foreclosure Dates Assessments Commence; Rates of Assessment; Rato between Lots and Parcels Computaton of Assessments; Annual Budget Due D a t es Maxmum Annual Assessment Notce and Quorum for Meetngs to Consder Specal Assessments and Certan ncreases n Annual Assessments Specal Assessments Parcel Assessments Certfcates Surplus Mones Declarant's Oblgaton for Defcences Common Expenses Resultng from Msconduct Statement of Payment Exempt Property ARCHTECTURAL STANDARDS; ARCHTECTURAL CO~TTEE O Appontment of Archtectural Commttee; Standng to Enforce.. 40 Jursdcton of the Archtectural Commttee; Promulgaton of Standards Submsson and Revew of Plans Oblgaton to Obtan Approval Changes to nterors of Dwellng Unts or Other Structures Other Approvals; Lablty Fee nspecton ()

5 ! 2! '-. 3 : ARTCLE 10 4: 5; s!! 1! s1 g' :! : 17 : ! ! l S ARTCLE l Waver.... ; App ea 1 to Board.... ' Nonapplcablty to Declarant Landscapng s USE RESTRCTONS AND OTHER COVENANTS, CONDTONS AND EASEMENTS Resdental and Recreatonal Purpose; Age Restrctons Garages and Drveways Temporary Structures New Constructon.... ~ Sgns Heatng, Ventlatng and Ar Condtonng Unts Solar Collectng Panels or Devces Antennas, Poles and Towers Basketball Goals or Smlar Structures Tanks so Vehcles Underground Facltes Outdoor Burnng Santaton Fences, nterferences and Obstructons Nusance Dranage Alteraton; Easements Clothes-Dryng Facltes Pets Leasng; Oblgatons of Tenants and Other Occupants Storage and Tool Sheds or Structures Landscapng and Mantenance Roof Materals Encroachments Developer's Easement for Annexable Property Mscellaneous PART WALLS General Rules of Law to Apply Repar and Mantenance Sharng of Repar and Mantenance Consents to Modfcaton Non-Applcablty to Condomnums and Apartment Unts (v)

6 ' 1 2! 31 ' 41 5' : g: ! : 15 : ' 19 ' ARTCLE ARTCLE GENERAL PROVSONS Te rm o Amendment o ndemnfcaton Easements for Utltes No Partton Severablty; nterpretaton; Gender Perpetutes Enforcement Property Held n Trust FHA../VA Approval Notces to Certan Mortgage Holders, nsurers or Guarantors Dssoluton or Termnaton of the Assocaton or Legal Status of the Property.. 65 Amendments Requested by Governmental Agency Number of Days Declarant's Rght to Use Smlar Name Temporary Sgn Easement Notce of Volaton Declarant's Dsclamer of Representatons Declarant's Rghts Amendments Affectng Declarant Rghts References to VA and FHA Afflates of Declarant GOLF. CO~SES Dsclamers Regardng Golf Courses Rghts of Access and Parkng Lmtatons on Amendments Golf Cart Path Easement Golf Bal1s, Dsturbances and Nusances Operaton of the Golf Course \ 2s (v)

7 :2 3! 41 s' l 11 18! AMENDED AND RESTATED DECLARATON OF COVENANTS, CONDTONS AND RESTRCTONS FOR MOUNTANBROOK VLLAGE AT GOLD CANYON Ths Amended and Restated Declarato.!l. pf Covenants, Condtons and Restrctons s made as of the 7±& day of ~:r:" 1989, by TTLE USA COMPANY OF ARZONA, an Arzona corporaton, as "Trustee,. and SUPERSTTON MOUNTAN NVESTMENT' LTD. an llnos lmted partnershp, as Declarant, wth reference to the followng: A. As of the date hereof, Trustee, as trustee of ts Trust No. 1551, s the owner of fee ttle to the Property, and Declarant s the sole benefcary of sad trust. B. Declarant and Trustee ntend by ths Declaraton to mpose upon the Property.mutually. benefcal restrctons under a general plan of mprovement for the beneft of all owners of property wth~n the Property. Declarant and Trustee desre to provde a flexble (yet common) and reasonable procedure for the overall development of the Property, and to establsh a method for the admnstraton, mantenance, preservaton, use and enjoyment of the Property. Further, Declarant desres and ntends to develop the Property as an "adult corrununty, wth servces and facltes specfcally desgned and ntended for older persons, and otherwse qualfyng for treatment as an adult communty under the federal Far Ho~sng Act and related regulatons. c. The Pr~perty s subject to the Master Communty Declaraton. D. Trustee and Declarant prevously Recorded that certan Declaraton of Covenants, Condtons and Restrctons for Mountan Brook Vllage at Gold Canyon dated October 14, 1988 and recorded on November 3, 1988 n Docket 1565, page , records of Pnal County, Arzona (the orgnal Declaraton ), and that certan Frst Amendment to Declaraton of Covenants, Condtons and Restrctons for Mountanbrook Vllage at Gold Canyon dated December 13, 1988 and recorded n Docket 1572, pages , records of. Pnal County, Arzona {the Frst Amendment ). E. Trustee and Declarant desre to amend further the Orgnal Declaraton, as amended by the Frst Amendment, and, for convenence and purposes of clarty, to fully amend and restate the Orgnal Declaraton, as amended by the Frst Amendment, wth the effect that ths Declaraton would replace 26

8 '! the Orgnal entrety. Declaraton and the Frst Amendment n ther 2! F. Secton of the Orgnal Declaraton, as amended by the Frst Amendment, provdes that the Orgnal 3 j Declaraton may be amended by the affrmatve vote or wrtten consent of Members ownng at least 75\ of all Class A votes 4 then enttled to be cast, and so long as the Class B membershp exsts, Declarant. As of the date hereof, Trustee, as trustee 5 of ts Trust No (the sole benefcary of whch s Declarant), s the sole owner of fee ttle to all of the 6 Property, oeclarant s the sole Member of the Assocaton, and, as provded n the Orgnal Declaraton (as amended by the Frst Ameadment), Lots owned by Trustee are deemed to be owned by Dec la rant. There are no Class A votes now enttled to be c~st and the Class B membershp remans n exstence. As a result, Declarant and Trustee.~ave the rght and power to amend the Orgnal Declaraton, as amended by the Frst Amendment ! 15 ; 16 ' 17 18! ' s as 26 NOW, THEREFORE, Declarant and Trustee hereby declare that the Property shall be held, sold and conveyed subject to the followng easements, restrctons, covenants and condtons, whch are for the purpose of protectng the value and desrablty of and whch shall run wth the real property now and hereafter subjected to ths Declaraton and whch shall be bndng on al 1 partes havng any rght, ttle or nterest n sad real property or any part thereof, and ther hers, personal representatves, successors and assgns, and shall nure to the beneft of each owner of all or any part thereof. ARTCLE l DEFNTONS Except as otherwse expressly provded n ths Declaraton, the followng terms shall, for purposes of ths Declaraton, have the meanngs set forth below: 1.1 Annexable Property shall mean descrbed on E%hbt a attached hereto heren by reference, together wth all other of whch s located wthn fve (5) mles descrbed on Exhbt:a hereto. the real property and ncorporated property any part of the property 1.2 Annual Assessments shall mean those Assessments desgnated as such n ths Declaraton and computed and leved as provded n Secton 8.5 of ths Declaraton. 1.3 Apartment Parcel shall mean a Parcel desgnated such n a Parcel Declaraton or, f no Parcel Declaraton ln

9 has yet been Recorded wth respect to such Parcel, on the 1 Mountanbrook Vllage Development Plan. 2 ' 1.4!. 1 located on 3 governed by 4 r sl sl : ' ! ! 18 : Apartment Unt shall an Apartment Parcel, the a rental agreement. mean a Dwellng Unt occupancy of whch s 1. 5 Archtectural Commttee shall mean the comrn t tee establshed pursuant to Artcle 9 of ths Declaraton Artcles shall mean the artcles of ncorporaton of the Assocaton, as the same may be amended from tme to tme n accordance wth the provsons thereof and wth the applcable provsons of ths Declaraton, the Bylaws and the statutes and regulatons of the State of Arzona. 1.7 Assessments s hall mean the Annual Assessments, the Parcel Assessments and the Specal Assessments. 1.8 Assocaton shall mean Mountanbrook Vllage at Gold Canyon Assocaton, an Arzona non-proft corporaton, and ts successors and assgns. 1.9 Assocaton Rules shall mean the reasonable rules and regulatons adopted by the Assocaton pursuant to Secton 7.3 of ths Declaraton soard shall mean the group or body of persons elected n accordance wth the provsons of the Artcles, the Bylaws and the statutes and regulatons of the State of Arzona, n whch group or body s vested the management of the affars of the Assocaton, and shall be equvalent ~n meanng to the term board--of drectors, as defned n Secton (6) of the Arzona Revsed Statutes eylaws shall mean the bylaws of the Assocaton, as the same may be amended from tme to tme n accordance wth the provsons thereof and wth the applcable provsons of ths Declaraton, the Artcles and the statutes and regulatons of the State of Arzona common Area shall mean all real property (ncludng the mprovements thereto) owned by the Assocaton for the common use and enjoyment of the Owners. The Common Area to be owned by the Assocaton at the tme of conveyance of the frst Lot to a retal purchaser shall be the property descrbed on E%hbt c attached hereto and ncorporated heren by reference ! mated 1.13 common Expenses shall mean the actual and estexpenses of operatng the Assocaton (ncludng any tn

10 ' reasonable reserves), of exercse by the Assocaton of ts rghts hereunder and of fulfllment by the Assocaton of ts dutes and oblgatons mposed hereby, all as may be found to be necessary and approprate by the Board pursuant to ths Declaraton or pursuant to the Artcles or the Bylaws condomnum Parcel shall mean a Parcel desgnated as such n a Parcel Declaraton or, f no Parcel Declaraton has yet been Recorded wth respect to such Parcel, on the Mountanbrook Vllage Development Plan condomnum Unt shall mean any porton of the Property whch consttutes a unt wthn a condomnum, together. wth any appurtenant nterest n all common elements, as those terms are defned n the Arzona Condomnum Act, Chapter 9 of Ttle 33 of the Arzona Revsed Statutes, as amended county shall mean Pnal County, Arzona, provded, however, that n the event the Property (or any part thereof) s at any future tme annexed nto a muncpalty or becomes part of a county other than Pnal County, the term "County'" shall mean and refer to such muncpalty or other county, as applcable oeclarant shall mean Superstton Mountan nvestment, Ltd., an llnos lmted partnershp, and any assgnee of the rghts and dutes granted or reserved to the Declarant heren, whch assgnment shall be evdenced by a duly executed and acknowledged Recorded nstrument executed by the assgnng Declarant. The term Declarant shall n no event mean or refer to a retal Lot buye~, nor shall the term oeclarant mean or tefer to the. buyer. of.. one. or more Parcels unless and to the extent expressly provded n a Recorded nstrument complyng wth the mmedately precedng sentence oeclaraton shall mean ths Amended and Restated Declaraton of Covenants, Condtons and Restrctons, as the same may be amended from tme to tme; ths Declaraton s ntended to, and shall, fully amend, restate and replace the Orgnal Declaraton and the Frst Amendment, whch nstruments, upon Recordaton of ths Declaraton, shall have no further force or effect whatsoever peveloper Qwner shall mean a Person (other than Declarant) n the busness of developng, leasng and/or sellng real property and who has acqured one or more Lots or Parcels n connecton wth, and n the course of, such busness, for the purpose of developng, leasng or sellng such Lots or Parcels n

11 ;j <;2, 3;..j ! 15 ; 161 lrl 18.,. 19.l wellnq Unt shall mean any buldng, or part thereof (ncludng, but not lmted to, a Condomnum Unt), stuated upon a Lot or Parcel and ntended for use and occupancy as a resdence by a Sngle Famly Elgble Mortgage Holder shall mean any holder (as evdenced by a Recorded nstrument} of a Frst Mortgage who or whch shall have made wrtten request to the Assocaton for notce of any proposed acton that, pursuant to Secton 12.2 or Secton , requres the consent of a specfed percentage of Elgble Mortgage Holders (whch wrtten request must contan the name and address of the Elgble Mortgage Holder and the Lot number or street address of the Lot aganst whch the Frst Mortgage held by sad Elgble Mortgage Holder s Recorded) Exempt Prope{ty shall mean portons of the Property not subject to Assessments, whch shall be the followng areas now or hereafter located wthn Mountanbrook Vllage: all Government Property; a Parcel wth a land use classfcaton of church Use, unless and to the extent otherwse provded n the applcable Parcel Declaraton or other approprate Recorded nstrument; all Common Area; and all Lmted Common Areas frst Mortgage shall mean a Mortgage Recorded aganst a Lot whch has prorty. over all other Mortgages Recorded aganst that Lot Government Property shall mean all land and mprovements owned by or dedcated to a publc or governmental agency or authorty for so long as the publc or governmental agency or authorty s the owner thereof, except for land or mprovements, or both, owned and/or operated by a publc or governmental agency or authorty actng n a propretary capacty Lmted Couunon Areas shall mean all areas of any Parcel or subdvson wthn the Property whch are now or hereafter desgnated on a Parcel Declaraton or a Recorded subdvson plat as areas to be used n common by the Owners or Occupants of such Parcel or subdvson (whch shall also be mantaned by and at the expense of the Owners or Occupants of such Parcel or subdvson, or by a homeowners' or smlar Zln

12 assocaton and not by the Assocaton) so long as such areas are so used and mantaned g: L.Q..t. sh al 1 mean and refer to: (a) a lot nto whch any part of the Property s subdvded as set forth n a subdvson plat now or hereafter Recorded wth respect to all or any part of the Property; or (b) a Condomnum Unt. For purposes of ths Declaraton, a Lot shall be deemed to come nto exstence on and as of the date the plat depctng and establshng such Lot s Recorded. n no event shall the term Lot mean or refer to all or any part of the Common Area (or to all or any part of any Lmted Common Areas or any other common area or common elements establshed by a declaraton of covenants; condtons and restrctons, declaraton of condomnum or other such nstrument hereafter Recorded pursuant to Artcle 6 or otherwse). ' Master Communty Assocaton shall mean Gold Canyon Ranch Communty Assocaton, an Arzona non-proft corporaton, and ts successors and assgns ! ' l. 28 Master Communty Declaraton shall mean, collectvely: (a) that certan Amended and Restated Declaraton of Covenants, Condtons and Restrctons for.gold Canyon Ranch recorded n Docket flc(q, pages 553 through ~' n the offce of the Pnal County, Arzona Recorder, as amended from tme to tme; and (b) each Tract Declaraton (as that term s defned n the Declaraton descrbed n part (a) of ths Secton) now or hereafter Recorded wth respect to the Property or any porton thereof pursuant to the Declaraton descrbed n part (a) of ths Secton, as amended from tme to tme Maxmum Annual Assessment~ shall.mean the amount determned for each fscal year of the Assocaton n accordance wth Secton 8.7 of ths Declaraton Member shall mean any Person enttled to membershp n the Assocaton, as provded n ths Declaraton Mortgage shall mean a deed of trust, as well as a mortgage, whch, n ether case, s Recorded aganst a Lot Mortgagee shall mean a benefcary under a deed of trust, as well as a mortgagee under a mortgage, whch, n ether case, s Recorded aganst a Lot Mountanbrook Vllage Development Plan shall mean the conceptual or ste development plan at any tme n effect for Mountanbrook Vllage and approved by the County or any other governmental jursdcton havng the authorty to approve and regulate master plans for planned area developments -6-

13 located n Mountanbrook Vllage, as the same may be amended 1 1 from tme to tme. 2 ;, 1.34 Neghborhood Assocaton shall mean any home-!: owners or smlar assocaton created wth respect to property 3, now or hereafter subjected to ths Declaraton contanng (or.,, to. contan) Lots, but shall not nclude the Assocaton or the 4 Master Assocaton. s 1.35 occuoant shall mean any Person other than an ' Owner who occupes or s n possesson of a Lot or Parcel, or 6. porton thereof, whether as a lessee under a lease or otherwse wner shall mean the Person or Persons who ndvdually or collectvely: (a) own fee ttle to a Lot or 8 Parcel {as evdenced by a RecoTded nstrument); or (b) hold the seller s or vendor's nterest 'n a Lot or Parcel under a con- 9, tract for conveyance, contract for deed, agreement for sale or smlar contract through whch a seller _has conveyed to a pur- 10 chaser equtable ttle n property and under whch the seller s oblgated to convey to the purchaser the remander of the 11 seller's ttle n the property, whether legal or equtable, on payment n full of all sums due under the contract. The term 12 ownerm shall not nclude: () any Person who holds an nter! est n a Lot or Parcel merely as securty for the performance 13 of an oblgaton; or () a lessee, tenant or other Occupant of j a Lot or Parcel. Declarant shall be the 0wner of each Lot or 14: Parcel wth respect to whch Declarant holds the nterest requred by ths Secton and, n addton, shall be deemed to 15 be the MOwner of each Lot or Parcel to whch ttle s held by a trustee {other than the trustee of a deed of trust) for the 16.J beneft of Declarant. Notwths.tandng part {a) of ths Secton, n the case of a Lot or Parcel, the fee ttle to whch 17 ' s vested n a trustee under a deed of trust pursuant to Chapter 6.1 of Ttle 33 of the Arzona Revsed Statutes, the 18. owner of the trustor' s nterest under the deed of trust shall be deemed to be the ewner of that Lot or Parcel. 19! parcel shall mean each area of the Property shown as a separate pece of real property on the Mountanbrook Vllage Development Plan, provded, however, that n the event a Parcel s splt n any manner nto portons under separate ownershp (other than by subdvson- of the Parcel by Recordaton of a subdvson plat nto Lots, each of whch consttutes or may have constructed thereon only one Dwellng Unt), each porton under separate ownershp shall thereafter consttute a separate Parcel parcel Assessments shall mean those Assessments 25 leved n accordance wth Sectons 4. 4, 4. 5 and of ths Declaraton

14 ' ! 14 15! : parcel Declaraton shall mean any declaraton of covenants, condtons and restrctons or lke nstrument Recorded by Declarant after the Recordng of ths Declaraton n regard to one or more Parcels, or portons thereof, or one or more groups of Lots, whch shall n all cases be subordnate to ths Declaraton person means a natural person, corporaton, partnershp, trustee or other legal entty. l.41 property shall mean the real property descrbed n Exhbt A attached hereto and shall further refer to such addtonal property, f any, as may hereafter be annexed thereto pursu~nt to Artcle 6 hereof or as s now or may hereafter be owned n fee smple by the Assocaton, but shall not nclude any real property, f any, whch s deleted and removed from the Property pursuant to.. Secton 6.7 hereof Record, Recordng. Recorded and Recordaton shall mean placng or havng placed an nstrument of publc record n the offcal records of Pnal County, Arzona, or of such other governmental authorty, offce or offcal wth whch or whom the applcable laws of the State of Arzona prescrbe that documents affectng ttle to real property n the area ncludng the Property are to be placed of publc record sngle Famly shall mean a group of persons related by blood, marrage or legal adopton, or a group of not more than three unrelated persons mantanng a conunon household specal- Assessments~ shall mean those Assessments leved n accordance wth Secton 8.9 hereof. l.45 Trustee shall mean Ttle USA Company of Arzona, an Arzona corporaton, servng n ts capacty as trustee of ts Trust dentfed n Rectal A above, and ts successors and assgns. ARTCLE 2 PROPERTY RGHTS Every Owner shall have a non-exclusve rght and easement of enjoyment n, to and over the Conunon Area, subject to any restrctons or lmtatons contaned heren or n any Recorded nstrument conveyng to the Assocaton or subjectng to ths Declaraton such property, and subject further to the Assocaton Rules. Any Owner may assgn hs, her or ts rght of enjoyment to (and share the same wth) the members of hs or n

15 ., her household and assgn the same to and share the same wth 1 hs, her or ts tenants and nvtees subject to the provsons of ths Declaraton and to reasonable regulaton by the Board 2... jl " and otherwse n accordance wth such procedures as the Board ' may adopt. An Owner who leases hs, her or ts Lot or Parcel 3 shall be deemed to have delegated such Owner's rghts and ease- ~-. ments under ths Artcle 2 to the lessee of such Lot or Parcel 4 for the term of such lease. 5 s!. ARTCLE 3 MEMBERSHP AND VOTNG RGHTS Votes of Qwners of Lots and Parcels. Every Owner 'c of a Lot or Parcel automatcally shall be a Member of the a Assocaton and shall reman a Member for so long as such ownershp contnues. Each 0wne t 's membershp n the Assocaton g shall be appurtenant to and may not be separated from ownershp of the Lot or Parcel to whch the membershp s attrbutable n the event any Lot or Parcel s owned by two or more Persons, j whether by jont tenancy, tenancy n common, communty property 11! or otherwse, each such Person shall be consdered a Member but 1 the membershp as to such Lot or Parcel shall be jont, and 12! such Persons shall jontly desgnate to the Assocaton n 1 wrtng one of ther number who shall have the power to vote 13 sad membershp, and, n the absence of such desgnaton and untl such desgnaton s made, the Board shall ether: 14 (a) make such desgnaton, n whch event such desgnaton shall be bndng for all purposes; or (b) declare that untl 1 15 all Persons who together hold such membershp jontly make such wrtten desgnaton, the vote(s) attrbutable to such 16 membershp under ths Declaraton shall not l:> e cast: or counted on any questons before the Menbers; provded, however, that f 11 any one of such Person s casts a vote or votes representng a certan Lot wthout objecton from any other Person sharng 18! ownershp of such Lot, that Person wll thereafter be conclu- 1 svely presumed to be actng wth the authorty and consent of 19. all other Persons sharng ownershp of such Lot unless and unt 1 objecton thereto s made to the Board, n wrtng. 20 Notwthstandng the foregong, so long as the Class B j membershp s n exstence, no Class B Member shall at the same 21 tme be a Class A Member nor shall a Class B Member have any Cl ass A votes, and the membershp and number of votes of the 22 Class B Member(s) shall be determned n accordance wth Subsecton 3.3.l. Subject to Subsecton 3.3.l below, each 23 Owner (other than Declarant, so long as the Class B membershp s n exstence) shall have the followng applcable number of 24 votes n the Assocaton: 251, on e vote for each Lot owned by such Owner; n

16 n the case of the Owner of a Sng le Famly 1 Parcel or Condomnum Parcel whch has not been dvded nto Lots by a Recorded subdvson plat or other Recorded nstru- 2 '1 ment, one vote for each Dwellng Unt permtted upon the Parcel under the applcable Parcel Declaraton, or f no Parcel 31 Declaraton has been Recorded, then one vote for each Dwellng Unt permtted upon such Parcel under the then current 4 Mountanbrook Vllage Development Plan; one-half of one vote for each Apartment Unt owned on an Apartment Parcel on whch constructon has been 6 completed; or one-half of one vote for each Dwellng Unt permtted under the applcable Parcel Declaraton upon an 8 Apartment Parcel upon whch constructon has not been completed (or, f no Parcel Declaraton- has been Recorded wth respect to 9 such Parcel, then one-half of one vote for each Dwellng Unt permtted upon such Parcel under the then current Mountanbrook 10 Vllage Development Plan) Assocaton membershp. Declarant. for so long Declarant shall be a Member of the as t holds a Class A or Class B Votng Classes. The Assocaton shall have two classes of votng Members: l Class A. Class A Members shall be all 15 Owners except Declarant (untl the converson of Declarant' s Class B membershp to Class A membershp as provded below). 16 Subject to the authorty of the Board to suspend an Owner s votng rghts n accordance wth the provsons hereof, and except as provded n ths Subsecton 3.3.l, a Class A Member shall have the number of votes provded n Secton 3.1. Notwthstandng the foregong, a Developer Owner who s a Class A Member and s enttled to pay only a reduced Assessment pursuant to Secton 8. 4 shall be enttled only to the number of 19 votes equal to the percentage of the full Assessments such 20 Member s enttled to pay multpled by the number of votes such Member would otherwse have under Secton 3.1 above; and Class B. The Class B Member shall be 22 Declarant. The Class B Member shall be enttled to the number of votes equal to three tmes the number of votes whch would 23 otherwse be attrbutable to Lots and Parcels owned by Declarant as determned pursuant to Secton 3.1 above 24 Declarant shall have the rght, at any tme and from tme to tme, to assgn all or any part of ts votng rghts appurte- 25 nant to ts Class B membershp (as well as all or any other rghts appurtenant thereto) to one or more Persons acqurng, n

17 " ; 4; sl sl ; ' ! 15 ' 16 l ' \ 25; for purposes of development and sale, any part of the Property. Further, Declarant shall have the rght, at any tme and from tme to tme, to desgnate an ndvdual or ndvduals to exercse Declarant's votng rghts (whether appurtenant to Class A.or Class B membershp), provded, however, that such desgnaton shall not act as an assgnment by Declarant of ts membershp or votng rghts hereunder. Subject to the provsons of Artcle 6 below, the Class B membershp automatcally shall cease and be converted to a. Class A membershp upon the happenng of the frst of the followng events; (a) the date whch s 90 days after the date upon whch the total number of votes of the Class A Members equals the total number of votes of the Class B Member; (b) the date whch s twenty (20) years after the date ths Declaraton s Recorded; or (c) the date on whch Declarant Records a wrtten notce electng to convert the Class B membershp to Class A membershp Rght to Vote. No change n the ownershp of a Lot, Parcel or Apartment Unt shall be effectve for votng purposes untl the Board receves wrtten notc~ of such change together wth satsfactory evdence thereof. l'he vote ( s) for each Member must be cast as a sngle unt. Spllt or fractonal votes shall not be allowed. f any OWner casts r vote or votes representng a certan Lot, Parcel or Apartmel. _ Unt, that Owner wll thereafter be conclusvely presumed to be actng wth the authorty and consent of all other Owners of such Lot, Parcel or Apartment Unt unless~and untl objecton thereto s made to the Board, n wrtng. Any Owner-of a Lot, Parcel or Apartment Unt whch s leased or whch s subject to a vald, outstandng and Recorded executory agreement of sale may, n the lease, agreement of sale or other wrtten nstrument, assgn the votng rght appurtenant to the Lot, Parcel or Apartment Unt to the lessee thereof or to the purchaser thereof under such agreement of sale, as applcable, provded that a copy of the wrtten assgnment of such votng rght\ s furnshed to the Secretary of the Assocaton pror to any meetng at whch such lessee or purchaser seeks to exercse such votng rght. 3.5 Members' Rghts. Each Member shall have the rqhts, dutes and oblgatons set forth n ths Declaraton, the Artcles, the Bylaws, any applcable Parcel Declaraton, the Assocaton Rules and any other rules and regulatons adopted pursuant to any of the foregong. 26 \ j z1n

18 Transfer of Membershp. Except as otherwse 1. 1 provded n ths Declaraton, the rghts, dutes and oblga- 1 tons of a Class A Member cannot and shall not be assgned, 2 transferred, pledged, conveyed or alenated n any way except upon transfer of ownershp of such Class A Member's Lot, Parcel 31 or Apartment Unt, and then only to the transferee thereof. Such transfer may be effected by deed, ntestate successon, 4 1 testamentary dsposton, foreclosure or other legal process authorzed under Arzona law, shall operate to transfer the 5 f membershp appurtenant thereto to the new Owner and any attempt ' to make any other form of transfer shall be vod. ARTCLE 4 MANTENANCE 4.1 Assocaton's veneral Responsbltes. The Assocaton shall mantan and keep n good repar the Common l;.rea (and certan other areas, as more expressly provded n ths Secton 4.1), and the costs of such mantenance shall be Common Expenses of the Assocaton (subject to any nsurance then n effect and subject to Secton 4.5 below). Ths mantenance shall nclude, but not be lmted to: 4.1.l mantenance, landscapng and other flora, stuated ~pan the Common Area; repar and replacement of all structures and mprovements mantenance, repar and replacement of landscapng and flora n or upon publc rghts-of-way mmedately adjacent to the exteror boundares of the Property, and of any permeter or boundary walls on or surroundng the E!%teror boundares of the Pr operty (except where mantenance, repar and replacement of such tems s the responsblty of the Master Assocaton pursuant to the Master Declaraton or a subdvson plat or other Recorded nstrument Recorded pursuant to the Master Declaraton); mantenance, repar and replacement of landscapng and sgns wthn areas desgnated on one or more subdvson plats or Parcel Declaratons Recorded by, or bearng the wrtten approval of, Declarant (or, after termnaton of the Class B membershp, the Assocaton) ~th respect to all or portons of the Property as 1andscape easements, landscape and wall easements or 1andscape and sqn easements (or smlar desgnatons) to be mantaned by the Assocaton; sde facng boundary or one or more mantenance, repar and replacement of the a street or porton of the Common Area of any permeter wall stuated wthn areas desgnated on subdvson plats or Parcel Declaratons Recorded n

19 : ' by, or bearng the wrtten approval of, Declarant (or, for 1 1 subdvson plats Recorded after termnaton of the Class a membershp, the Assocaton) wth respect to the Property as wall easements (or smlar desgnatons) to be mantaned by. _- the Assocaton; ~1~ mantenance and repar of any dranage ease- 4 ments upon or across the Common Area; and subject to Secton 4.5 below, mantenance,.. repar, replacement, reparng and resurfacng of any and all 6 prvate streets or prvate roadways consttutng a part of the Common Area, and of any and all prvate street lghts, lght 7_ poles, street sgns and other equpment and facltes appurtenant to such prvate streets or roadways (so long as such pra 1 vate street lghts, lght poles, street sgns or other equpment or facltes -are not owned by the Master 9 Assocaton, a Neghborhood Assocaton or any Owner or by a utlty company or smlar entty oblgated to mantan, repar 10 and replace same) : 19 ' ' 23 Notwthstandng the foregong, except where otherwse provded n a Parcel Declaraton or other nstrument Recorded by, or bearng the wrtten approval of, Declarant, the Assocaton shall be responsble for mantanng the sde of any boundary wall facng a publc street or roadway (or a prvate street or roadway owned by the Assocaton), whle the Owner of a Lot or Parcel shall be responsble for mantanng the sde of any boundary wall facng such Owner's Lot or Parcel. For purposes of the precedng sentence: (a) a boundary wa11 shall be any wall or fence separatng a Lot or Parcel from a publc street or roadway adjacent to or along the exteror permeter boundares of Mountanbrook Vllage or adjacent to or along a major arteral street or roadway (whether publc or owned by the Assocaton) wthn Mountanbrook Vllage f, n the case of a wall wthn Mountanbrook Vllage, such wall s desgned as a common or theme wall presentng a unform appearance along ts length; and (b) f so provded n a Recorded declaraton of condomnum or of covenants, condtons and restrctons affectng a Lot or Parcel, the mantenance responsblty mposed upon the Owner by the precedng sentence shall nstead.be borne by the applcable Subsdary Assocaton. 4.2 Mantenance of Qwner's Structures. Each Owner sha 11 be responsble for the mantenance, cleanng, pantng, repar and general care of all structures exstng or constructed upon such Owner's Lot or Parcel, and, n partcular, each Owner shall cause the exteror of sad structures to be mantaned n good condton and repar and n an attractve state consstent wth general communty standards wthn the Property. n the event that the Board shall determne, after n

20 .j , 4: ' 141 1s 16! 17! provdng reasonable notce and an opportunty to be heard, that any Owner s n breach of such Owner's oblgatons under the precedng sentence, the Board shall promptly gve such Owner wrtten notce of such determnaton, ncludng a reasonably detaled lst or descrpton of the repars, mantenance or other work requred to cure such Owner's breach, and n the event the Owner shall not have cured such breach wthn thrty (30) days after the date of sad wrtten notce, the Assocaton may, n the dscreton of the Board, cause the repars, mantenance or other work to be performed so as to cure such Owner's breach, and the costs of dong so, together wth nterest from the date of expendture at the rate set forth n. Secton of ths Declaraton, shall be the personal oblgaton of such Owner and shall consttute a len on such Owner's Lot or Parcel, whch len shall have the prorty and may be enforced n the manner descrbed n Secton 8. 3 of ths Declaraton; the Assocaton shall also have standng and authorty to request that a court of competent jursdcton compel such Owner to cure such breach, and to the extent not nconsstent wth an order of such court, the Assocaton may pursue ether or both of the courses of acton descrbed n ths sentence. The Assocaton shall have an easement on, over, across and through each Lot and Parcel to permt t to carry out ts dutes and oblgatons under ths Artcle 4. n the case of Condomnum Un ts or other Dwellng Un ts, the exteror mantenance of whch s the responsblty of a Neghborhood Assocaton pursuant to a Recorded declaraton of condomnum or of covenants, condtons and restrctons, the mantenance dutes and oblgatons mposed by ths Secton 4. 2 upon Owners shall be fulflled and performed by the Neghborhood Assocaton establshed by such Recorded declaraton, and n the event such Neghborhood Assocaton fals to meet such dutes an d oblgatons, the Assocaton (and the Board, actng on ts behalf) shall have all the same rghts and remedes as are provded by ths Secton 4.2 n the case of an Owner's breach, except that f the Assocaton expends any funds to cure a breach by such Neghborhood Assocaton, ts costs (ncludng nterest as provded n ths Secton 4.2) shall be the oblgaton of the Neghborhood Assocaton and, except as otherwse lmted or provded by law, shall also consttute a len aganst each Condomnum Unt or other Dwellng Unt subject to the jursdcton of such Neghborhood Assocaton, whch len shall have the prorty and may be enforced n the matter descrbed n Secton 8.3 of ths Declaraton. 4.3 pyblcly-dedcated Areas. Except as expressly provded n ths Artcle 4 (and, n partcular, n Subsecton ), and except as may otherwse be requred by applcable law, the Assocaton shall have no responsblty to mantan any areas wthn the Property (ncludng, but not n

21 lmted to, publc streets) whch are dedcated to or the responsblty of a muncpalty or other governmental entty. 1 2! 4.4 Assumpton of Other Responsbltes. The,~, Assocaton may, n the dscreton of the Board, assume the : 3 mantenance responsbltes set out n any declaraton subsej quently Recorded whch creates any Neghborhood Assocaton :4 havng jursdcton over all or any porton of the Property. n such event, all costs of such mantenance shall be assessed S as Parcel Assessments only aganst the Owners of Lots wthn the Neghborhood Assocaton to whch the servces are pro- 6. vded. The assumpton of such mantenance responsblty may, j take place only by contract between the Assocaton and such 7 Neghborhood Assocaton or f, n the opnon of the Board, the level and/or qualty of mantenance then beng provded by 8 such Neghborhood Assocaton do not meet the communty-wde standards sought by the Assocaton to be mantaned on and 9 : wth respect to the Property ! 4 ; 1s ! S Addtonal Parcel Assessments. Where the Assocaton ha.s the responsblty to mantan, repar, replace, ~epave and resurface prvate streets or prvate roadways consttutng a part of the Common Area (or prvate street lghts, lght poles, street sgns and other equpment and facltes appurtenant thereto), the Board, f n ts dscreton such prvate streets or prvate roadways (or appurtenant equpment and facltes) e%clusvely or dsproportonately beneft the Owners of Lots wthn a partcular subdvson (and ther respectve Occupants, guests and nvtees) as compared to the Owners of other Lots or Parcels wthn the Property (and ther respectve Occupants, guests and nvtees), may assess the costs of such mantenance, repar, replacement, repavng and resurfacng. solely aganst the Lots wthn such subdvson (and the respectve Owners thereof) as addtonal Parcel Assessments, whch shall be assessed equally aganst each of the Lots wthn such subdvson and shall be secured by the len for Assessments created by and descrbed n, and enforceable n accordance wth, Artcle 8 below. Such addtonal Parcel Assessments may also nclude amounts to establsh and fund reserves for such mantenance, repar, replacement, reparng and resurfacng, and to purchase publc lablty property damage and/or casualty nsurance wth respect to such prvate streets or prvate roadways (and such appurtenant equpment facltes), all f and as the Board may deem reasonable and approprate. n no event shall the amount assessed by the Board aganst any Lot pursuant to ths Secton ~ for any fscal year of the Assocaton e%ceed one hundred percent ( 100\) of the Ma%mum Annual Assessment for a Lot for such fscal year, as determned n accordance wth Secton 8. 7 below ln

22 ',, 61 A_f..f? 4. \J 0v~ 4. 6 No Dscrmnaton. The provson of servces n 1 accordance wth ths Artcle shall not be deemed to be dscrmnaton n favor of or aganst any Owner or Neghborhood 2; Assocaton. 31 4! sj : 12! 13 : 14 ~ : 18 : 19 : l Master Assocaton. The Property s ntended to be, and s beng developed as, a substantally self-contaned communty under the name Mountanbrook Vllage, wth sgnfcant facltes and servces specfcally desgned and ntended for the use and enjoyment of the Owners and Occupants of property wthn the Property (and whch are to be owned, operated or provded by, and at the expense of, the Assocaton or ts successors and assgns, or by a Neghborhood Assocaton subject to ts jursdcton, and not by or at the expense of the Master Assocaton). Mountanbrook Vllage and the Owners and Occupants of property theren are and shall be subject to both ths Declaraton and the Master Declaraton, such Owners shall be Members of and have votes n the Assocaton n accordance wth ths Declaraton and sha 11 also be members of and have votes n the Master Assocaton. However, as more partcularly provded n the Mast!r Declaraton, revew, approval, dsapproval, and control.of archtecture, landscapng and aesthetc appearances of property wthn Mountanbrook Vllage shall be governed exclusvely pursuant to the provsons of ths Declaraton and shall not be subject to the jursdcton of the archtectural commttee establshed pursuant to the Master Declaraton. Further, whle certan hllsde and other natural or landscaped areas of the common area of the Master Assocaton may be shared by Owners and Occupants of property both wthn and outsde Mountanbrook Vllage, as provded n the Master Declaraton, n general t s ntended that recreatonal and related facltes, structures, propertes and servces owned or provded by the Assocaton (or by a Neghborhood Assocaton under ts jursdcton) shall be mantaned and operated by and at the expense of the Assocaton (or a Neghborhood Assocaton under ts jursdcton) exclusvely for the Owners and Occupants of property wthn Mountanbrook Vllage (or portons thereof), and not by, or at the expense or for the beneft of, the Master Assocaton or owners or occupants of any property not wthn Mountanbrook Vllage n

23 ', ~663 1 s t ARTCLE 5 NSURANCE AND FPELY BONDS; CASUALTY LOSSES 5.1 nsurance to be Obtaned by the Assocaton. 5.1.l Hazard nsurance. {a) The Board, actng on behalf of the Assocaton, shall obtan and mantan at all tmes nsurance for all nsurable mprovements on the Common Area aganst loss or damage by fre or other hazards, casualtes and rsks embraced wthn the coverage of the standard extended coverage polcy avalable from tme to tme n the State of Arzona, aganst all other perls customarly covered for smlar types of projects (ncludng those covered by the standard all rsk endorsement aval able from tme to tme n the State of Arzona), and aganst loss or damage due to vandalsm and malcous mschef. Sad nsurance shall be n an amount equal to 100\ of the current replacement cost, from tme to tme, wthout deducton for deprecaton, of all such nsurable mprovements (excludng land, foundatons, excavatons and other tems usually excluded from such nsurance coverage, but ncludng fxtures and buldng servce equpment and personal property and supples owned by the Assocaton), wth such amount to be redetermned annually (and upon the subjecton of any porton, or all, of the Annexable Property to the effect of ths Declaraton f such subjecton results n an addton to the Common Area of property upon whch are stuated mprovements requred to be nsured hereunder) by the Board wth the assstance of the nsurer or nsurers provdng such coverage. (b) The polcy or polces provdng the nsurance requred by ths Subsecton shall provde that: () any nsurance trust agreement wll be recognzed;. () the nsurer shall wave any rght of subrogaton aganst the Owners, the Board or the Assocaton, and ther respectve agents, tenants, servants, employees, guests and household members; () such nsurance shall not be cancelled, nvaldated or suspended by reason of any acts or omssons of any Owner (or of such Owner's nvtees, agents, tenants, servants, employees, guests or household members), or of any member, offcer or employee of the Board wthout a pror wrtten demand to the Board that any such act or omsson be cured and wthout provdng a sxty ( 60) day perod wthn whch the Board may cure such act or omsson (or cause the same to be cured); {v) such nsurance coverage shall be prmary, and shall n no event be brought nto contrbuton wth any nsurance mantaned by ndvdual Owners, ther Mortgagees or other len holders; and {v) the coverage afforded by such polcy or polces shall not be prejudced by any act or omsson of any Owner or Occupant n

24 . ' j 4 sl 6 (or ther agents) when s uch act or omsson s not wthn the control of the Assocaton. (c) The polcy or polces provdng the nsurance requred by ths Subsecton 5.1.l shall also contan (f avalable at no addtonal cost or at such addtonal cost as s not demonstrably unreasonable) the followng endorsements (or ther equvalents): () agreed amount and nflaton protecton endorsements; () ncreased cost of constructon endorsement; () contngent lablty from operaton of buldng laws or codes endorsement; (v) demolton cost endorsement; and (v) current replacement cost endorsement. 7 (d) The polcy or polces provdng the nsurance requred by ths Subsecton shall also contan a 8 1 steam boler and machnery endorsement provdng coverage n an amount not less than the lesser of $2,000,000 or the nsurable 91 value of the buldng(s) housng such boler and machnery, f any s (e) Unless a hgher maxmum deductble amount s requred by applcable law, each polcy provdng the nsurance coverage requred by ths Subsecton 5.1.l shall provde for a deductble not to exceed the lesser of $10, 000 or one percent (1\) of the face amount of such polcy Lablty nsurance. The Board, actng on behalf of the Assocaton, shall obtan and mantan at all tmes a comprehensve general lablty polcy nsurng the Assocaton, each member of the Board and each Owner (and, so long as Declarant or any afflate of Declarant, or any Person wth whom Declarant or any such afflate contracts drectly for the performanc~- of all or a substantal porton of Declarant s rghts and oblgatons he,reunder, or for the constructon of substantal mprovements on the Property, retans an nterest n the Property or any Lot or Parcel, nsurng Declarant, such afflate and such other Person, f dentfed by Declarant to the Assocaton, provded that any added premum cost or other expense resultng from namng Declarant, such afflate or such other Person as nsureds shall be borne by Declarant, such afflate or such other Person), aganst any lablty to the publc or to any Owner or Occupant (and such Owner's or Occupant's nvtees, agents, employees, tenants, guests, servants and household members) for death, bodly njury and property damage arsng out of or ncdent to the ownershp or use of the Common Area or arsng out of or ncdent to the performance by the Assocaton of ts mantenance and other oblgatons hereunder. The Board, wth the assstance of the nsurer(s) provdng such coverage, shall revew annually the amounts of coverage afforded by sad comprehensve general lablty polcy or polces and adjust such amounts of n

25 coverage as the Board deems approprate, but n no event shall 1. sad polcy or polces provde coverage less than One Mllon j Dollars ($1,000,000.00) for death, bodly njury and property 2;,.:': damage for any sngle occurrence. The polcy or polces pro. vdng such nsurance shall, by specfc endorsement or other- 3 wse, preclude denal by the nsurer(s) provdng such! ".. nsurance of a clam under such polcy or polces because of 4 :1 neglgent acts or omssons of the Assocaton or any Owner ( s) {or of Declarant, any afflate of Declarant or any other 5! Person named as an nsured or addtonal nsured thereunder)..,, : gl 10 11,, 2 13 ~,... '! 15 1a 17'! ' 5. l. 3 Flood nsurance. n the event any pa rt of the Corrunon Area s n a specal flood hazard area, as defned by the Federal Emergency Management Agency (or ts successors), the Board, actng on behalf of the Assocaton, shall obtan {and mantan at all tmes durng whch any part of the Corrunon Area s n such a specal f lood hazard area ) a master or blanket polcy of flood nsurance coverng all nsurable mprovements on the Common Area and coverng any personal property stuated from tme to tme wthn such mprovements (to the extent such personal property s normally covered by the standard flood nsurance polcy avalable from tme to tme n the State of Arzona). Sad nsurance shall be n an amount not less than the lesser of: (a) 100\ of the current replacement cost, from tme to tme, of all such nsurable mprovements (and such nsurable personal property) located n the specal flood hazard area ; or (b) the maxmum coverage avalable for such nsurable mprovements and nsurable personal property under the Natonal Flood nsurance Program. Unless a hgher maxmum deductble amount s requred by applcable law, the polcy provdng such nsurance shall provde for a deductble not to exceed the lesser of $5,000 or one percent (1\) of the face amount of such polcy ,. (a) All polces shall. more companes authorzed to provde State of Arzona; be wrtten wth such nsurance one or n the (b) Exclusve authorty to adjust losses under polces n force on property owned or nsured by the Assocaton shall be vested n the Board; (c) n no event shall the nsurance coverage obtaned and mantaned by the Board hereunder be brought nto -19-

26 ., :1 41 sl a! 91 10! :: 13 : ! 18 19! 20: ~ : 25: 26. contrbuton Occupants or Neghborhood Assocaton, be prmary; wth nsurance purchased by ndvdual Owne.rs, ther Mortgagees or other lenholders, or by any Assocaton, or by the Master Communty and the nsurance carred by the Assocaton shall (d) The Board shall be requred to make every reasonable effort to secure nsurance polces that wll provde for a waver of subrogaton by the nsurer as to any clams aganst the Board or the Owners and ther respectve tenants, servants, agents, employees, guests and household members; (e) Each polcy provdng nsurance coverage requred by Subsectons and shall requre the applcable nsurer to qve not less than ten (10) days wrtten notce to the Assocaton, and to each Mortgagee whch shall have gven such nsurer wrtten notce of such Mortgagee s nterest n a Lot (whch notce must nclude the name and address of such Mortgagee), of any cancellaton, refusal to renew or materal modfcaton of such polcy; and (f) To the extent reasonably avalable, each polcy provdng nsurance coverage requred by Subsectons ~5~ =1~ ~1~,.s_.~1... 2=--a~n-d..._.5.l..._._3 shall contan a waver by the applcable nsurer of ts rghts to repar and reconstruct nstead of payng cash Fdelty Bonds. The Board, actng on behalf of the Assocaton, shall obtan and mantan at all tmes adequate fdelty bond coverage to protect aganst dshonest acts on the part of off_cers, drectors and employees of the Assocaton and all others who handle, or, are responsble for handlng, funds held or admnstered by the Assocaton, whether or not such off ce rs, drectors, employees or others receve compensaton for servces they render to or on behalf of the Assocaton. Any ndependent management agent whch handles funds for the Assocaton shall also obtan (and pay for) such fdelty bond coverage wth respect to ts own actvtes (and those of ts drectors, offcers and employees, whether or not such drectors, offcers or employees receve compensaton for servces rendered). Such fdelty bonds: (a) shall name the Assocaton as oblgee; (b) shall be ssued by one or more companes authorzed to ssue such bonds n the State of Arzona; and (c) shall be n an amount suffcent to cover the maxmum total of funds reasonably expected by the Board to be n the custody of the Assocaton or such agent at any tme whle such bond s n force, but n no event shall the amount of such fdelty bond coverage be less than the sum of three (3) months Annual Assessments on all Lots and Parcels, plus the total of funds held n the Assocaton s reserves z1n

27 ' ' Each such fdelty bond shall provde that the ssuer thereof 1 shall provde not less than ten {10) days wrtten notce to the "'l--< Assocaton and to each Elgble Mortgage Holder before such 2 bond may be cancelled or substantally modfed for any reason Workers' Compensaton nsurance. The Board, j actng on behalf of the Assocaton, shall obtan and mantan 4 workers' compensaton nsurance f and to the extent necessary to meet the requrements of applcable law Cost of nsurance._ All premums for the 6 nsurance or bonds requred to be obtaned by the Board by ths Secton s.1 shall be Common Expenses (except that, as provded ! 141 1s n Subsecton above, the cost of the fdelty bond requred to be furnshed by any ndependent management agent shall be pad by such.. agent, and, as provded n Subsecton above, any added cost of namng Declarant, or any Person wth whom or whch Declarant contracts drectly for the performance of all or a substantal. porton of Declarant's oblgatons hereunder, or for the constructon of mprovements on the Property, shall be borne by Declarant or such other Person). The Board shall not be lable for falure to obtan or mantan any of the nsurance coverage requred by ths Secton 5, 1, or for any loss or damage resultng from such falure, f such falure s due to the unavalablty of such nsurance coverage from reputable companes authorzed to provde such nsurance n the State of Arzona, or f such nsurance coverage s avalable only at an unreasonable cost Subsequent Changes n nsurance Requrements. t s the ntenton of ths Artcle S {and, n partcular, of ths Secton 5. ll, to mpose upon the Assocaton the oblgaton to obtan and mantan n full force 17 and effect at least those types and amounts of nsurance as are requred, at the tme _ths Declaraton s Recorded, by the 18, Federal Natonal Mortgage Assocaton, Federal Home Loan Mortgage Corporaton, Veterans Admnstraton and Federal 19 Housng Admnstraton. However, notwthstandng any provson of ths Declaraton to the contrary, should any or all of sad 20 agences subsequently amend or modfy ther respectve requrements regardng the nsurance coverage requred to be mantaned by the Assocaton, the Board, actng on behalf of 21 the Assocaton, shall, promptly upon recevng notce of such amendment or modfcaton from any such agency, from any Owner or Elgble Mortgage Holder or from Declarant, obtan such addtonal, modfed or amended polcy or polces of nsurance as may be necessary to conform to such amended or modfed requrements {provded, however, that the Board shall not be requred to alter the types or amounts of coverage f the amendments or modfcatons adopted by any such agency reduce or elmnate requred types or amounts of nsurance). Should ln

28 1. t 2: 3' 4! 5: '! 14 15! :~ 1a ' such requrements of any such agency conflct wth the requrements of any other such agency or wth applcable provsons of law, the Board, actng on behalf of the Assocaton, shall dlgently work wth such agency or agences to resolve such conflct and shall thereafter obtan and mantan such addtonal, modfed or amended polcy or polces of nsurance as may be necessary to conform wth the requrements of such agences, takng nto account the resoluton of sad conflct. n the event the Board, after exercse of such dlgence, s unable to resolve such conflct, the Board, actng on behalf of the Assocaton, shall exercse ts good fath busness judgment and obtan and mantan n full force and effect such nsurance.coverage as the Board, n the exercse of such judgment, deems to conform as closely as possble wth the applcable requrements of all such agences, and of law, takng nto account such conflct. 5.2 nsurance to be Obtaned by the Qwners pyblc Lablty nsurance. t shall be the ndvdual responsblty of each Owner to provde, as such Owner sees ft and at such Owner's sole expense, such comprehensve publc lablty nsurance as such Owner may desre aganst loss or lablty for damages and any expense of defendng aganst any clam for damages whch mght result from the ownershp, use or occupancy of such Owner's Lot or Parcel Hazard and Contents nsurance. t shall be the ndvdual responsblty of each Owner to provde, as such Owner sees ft and at such Owner's sole expense, such fre, lablty, theft and any other nsurapce coverng: (a) any Dwellng Unt and any other structure on (or consttutng) such Owner's Lot or. Parcel; and (b) any and all fxtures and personal property upon such Lot or Parcel or n such Dwellng Unt or other structure(s), except, n ether case (a) or (b), where any other Recorded declaraton of covenants, condtons and restrctons, Recorded declaraton of condomnum or other Recorded nstrument affectng property wthn whch such Lot s stuated assgns such o.blgaton to a Neghborhood Assocaton or smlar body. 5.3 Casualty Losses. 5.3.l Damage and Destructon. (a) mmedately after any damage or destructon by fre or other casualty to all or any part of the property requred to be nsured by the Assocaton under Secton 5 1 above, the Board or ts duly authorzed agent shall: () proceed wth the flng and adjustment of all clams arsng under such nsurance; () obtan relable and detaled estmates of '\ n

29 the cost of repar or reconstructon of the damaged or 1 destroyed property; and (} upon recept of the proceeds of.. <'such nsurance and except as s otherwse provded n ths 2.: Subsecton , use such proceeds to repar or reconstruct... the damaged or destroyed property. The terms repar and 3', ~-- reconstructon {or varants thereof), as used n ths Artcle..5,, shall mean reparng or restorng the property n queston 4 j to substantally the same condton as that n whch t exsted 1 pror to the fre or other casualty (or, where applcable, s_.1[ _-.replacng the damaged or destroyed property wth property sub-.. stantally smlar to the damaged or destroyed property as t 6 ~1. exsted p.ror to such damage or destructon}. 7 f. (b} Any major damage or destructon to the property requred to be nsured by the Assocaton under Secton 8.5_,_l above shall be repared or reconstructed unless: ( ) at a specal meetng of the Members of the Assocaton duly notced 9 ' and convened wthn sxty (60) days after the occurrence of such damage or destructon, the Members determne, by a vote of 10 Persons holdng not less than seventy-fve percent (75\) of the votes ~ each class of Members, not to so repar or 11 l reconstruct;.a.rul () Elgble Mortgage Holders representng at least ffty-one percent (51\) of all Lots subject to Frst 121 Mortgages held by Elgble Mortgage Holders concur n such determnaton not to so repar or reconstruct. f for any rea- 13 j son ether the amount of the nsurance proceeds to be pad as a 1 result of such damage or destructon, or relable and detaled 14 J estmates of the cost of repar or reconstructon, or both, are 15 not made avalable to the Assocaton wthn sad perod, then the perod shall be extended untl such nformaton shall be made or become avalable; provded, however, that such extenson shall not excee~_an addtonal sxty (60) days. The Board 16 :shall determne whether any mnor damage or destructon to the 17 Common Area should be repared or reconstructed (c) n the event that t s determned n the manner descrbed above that the damage or destructon of any 19! part of the Common Area shall not be repared or reconstructed and no alternatve mprovements are authorzed, then and n 20 that event such.property shall be mantaned by the Assocaton [ 26 \ n a neat and attractve condton as an undeveloped porton of the Common Area Excess or Defcency of Proceeds. f the damage or destructon for whch the nsurance proceeds are pad s to be repared or reconstructed and such proceeds are not suffcent to pay the cost thereof, the Board shall, wthout the necessty of a vote of the Members, levy assessments aganst the Owners of all Lots and Parcels, whch assessments shall be allocated among such Owners n the same ratos as Annual Assessments are allocated pursuant to Subsecton

30 1! t 10-C. -; "'1 C ) U \J of ths Declaraton. Addtonal assessments may be made n 1 lke manner at any tme durng or followng the completon of any repar or reconstructon. Any assessments leved pursuant 2 to ths Subsecton shall be deemed to be a part of the ~ Assessments and shall be secured by the len created by Secton 31 aj below. f the funds avalable from nsurance e.:z:ceed the cost of repar, such e.:z:cess shall be used to meet Corrunon 4 E.:z:penses or, n the dscreton of the Board, placed n a reserve account for contngences or captal mprovements. s ! ~ 19 \ :~ Repar or Reconstructon of Dwellng Unts or Other Structures. n the event of the destructon of a Dwellng Unt or other structure on a Lot or Parcel, or of damage to such Dwellng Unt or other structure whch, n the reasonable judgment of the Board, materally affects the e.:z:teror appearance thereof, the Board shall have the rght, at ts opton, exercsable by wrtten notce to the Owner of the Lot or Parcel upon whch such Dwellng Unt or other structure s ~tuated, to requre such Owner to repar or reconstruct (or cause to be repared or reconstructed}, at such Owner's e.:z:pense (subject to any nsurance proceeds as such Owner may then or thereafter receve n respect of such destructon or damage), such Dwellng Unt or other structure wthn such reasonable perod of tme as shall be specfed by the Board. n such notce (whch perod of tme shall n no event be less than eght (8) months from the date of such destructon or damage}. The Board may e.:z:ercse such rght and establsh such tme perod notwthstandng such Owner s falure to mantan hazard or casua 1 ty nsurance upon such Owner s Lot or Parcel or any structures thereon and notwthstandng any unavalablty or delay n recept of proceeds of any nsurance polcy or polces, although the Board may take such matters nto account n establshng or e.:z:tedng the tme- perod wthn whch such repar or reconstructon must be completed. Any such repar or reconstructon work shall be performed n complance wth all applcable provsons hereof, and the Owner of such Lot or Parcel shall take such steps as are reasonably necessary to prevent damage to surroundng property and njury to persons as may result from or arse n connecton wth the destroyed or damaged Dwellng Unt or other structure or the repar or reconstructon actvtes wth respect thereto. The foregong provsons of ths Subsecton shall also apply to structures contanng Condomnum Unts: (a) to the extent permtted by and subject to the provsons of the Arzona Condomnum Act (Sectons through , Arzona Revsed Statutes}, as amended from tme to tme; and (b) provded that all references n the foregong provsons of ths Subsecton to the 0wner of a Lot or Dwellng Unt shal 1 be deemed to be references to the Neghborhood Assocaton havng jursdcton over the porton of the Zln

31 ., J /1 " 171 Ol!J-0, j Property upon whch the damaged or destroyed Dwellng Unt(s) 1 s ( o r are) s tu at ed.. 2 ; A.RTCL~ 6 ANNEXATON OF ADDTONAL PROPERTX; DEANNEX.ATON 3! ;41 sl. 6 v 8; g! ! 13! 14 ; 15! l, a 19! l Reservaton of Certan Annexaton Rghts. As of the date ths Declaraton s Recorded, Declarant contemplates that one or more portons (and perhaps all) of the Annexable Property may from tme to tme be annexed to the Property (and thereby subjected to the provsons of ths Declaraton) and, therefore, whle Declarant shall have no oblgaton or duty to so annex all or any porton of the Annexable Property, Declarant hereby reserves the rght, prvlege and opton from tme to tme hereafter to ~,Cd. and annex to the Property (and thereby to subject to the provsons of ths Declaraton) any part(s) or all of the Annexable Property, wthout the vote of the Members and wthout notce to or approval of any holder, nsurer or guarantor of any Mortgage or of any other Person, provded, however, that the rght, prvlege and opton reserved n ths sentence shall expre and termnate at 11: 59 p. m. local tme on December 31 of the calendar year n whch falls the twenteth (20th) annversary of the date ths Declaraton s Recorded. Notwthstandng the foregong sentence, no porton of the Annexable Property may be annexed to the Property unless, at the tme of each and any such annexaton ether: (a) the porton of the Annexable Property to be annexed s owned ether by Declarant or Trustee; or (b) the owner of the porton to be annexed (f other than Declarant or Trustee) consents n a wrtten, Recorded nstrument to such annexaton. 6.2 Lmtatons on Other Annexatons. As of the date ths Declaraton s Recorded, Declarant does not ntend to annex any addtonal property to the Property other than the Annexable Property, and addtonal property not ncluded wthn the Annexable Property may be annexed to the Property Ql..ly: (a) by the affrmatve vote of two-thrds (2/3) of the votes of each class of Members represented n person or by vald proxy at a meetng of Members duly called for that purpose;..a.nd (b) wth the approval of the applcable percentage of Elgble Mortgage Holders, as provded n Secton 12.2 hereof;..a.nd (c) wth the express wrtten consent of each owner of all or any part of the property proposed to be annexed. 6.3 FHA and VA Approval. n addton to the requrements mposed by Sectons 6. l and 6. 2 above, so long as the Class B membershp s n exstence no addtonal property (whether or not a part of the Annexable Property) may be annexed to the Property wthout the pror approval of the ln

32 " : 1 21 Federal Housng Admnstraton or the Veterans Admnstraton (except to the extent such annexaton s n accordance wth a plan of annexaton or expanson prevously approved by such agences). 3,' 6.4 Recordat1on. of Annexaton nstrument. Upon 1 1 approval to the extent requred by ths Artcle 6 of any annex- 4! aton of property to the Property, Declarant, n the case of annexaton of all or any part of the Annexable Property pur- 5 suant to Secton 6.1 above, or the Presdent and Secretary of 1 the Assocaton, n the case of any other annexaton, shall 6 execute, acknowledge and Record a Parcel Declaraton or other nstrumene effectng and evdencng such annexaton (whch 7 nstrument shall also be duly executed and acknowledged by each owner of all or any part of the property beng annexed), and 8 such annexaton shall be deemed effectve only upon such Recordaton. Such nstrument (or a separate Parcel Declaraton 9 or other nstrument Recorded by Declarant or the Assocaton, as applcable, aganst any property annexed to the Property 10 pursuant to ths Artcle 6 and executed by the Owner of such annexed property) may subject the annexed property to such 11 addtonal covenants, condtons and restrctons as the owner thereof may deem approprate or desrable (subject, however, to 12 j approval thereof by Declarant or the Assocaton, as applcable, and to such other approval rghts as may be gr nted hereby 13, to other partes n connecton wth such annexaton), provded, / however, that any and all such addtonal covenants, condtons 14 and restrctons shall be subordnate and subject to the provsons of ths Declaraton Effect of Annexaton. Upon the eff~ct~e date of an annexaton pursuant to ths Artcle. 6, as provded above: (a) the property so annexed shall mmedately be and become a part of the Property and subject to all of the provsons hereof; (b) any Lot or Parcel then or thereafter consttutng a part of the annexed property, and the owner of any such Lot or Parcel, shall thereupon be subject to all of the provsons of ths Declaraton (ncludng, but not lmted to, the provsons of Artcles 2. 3 and 8 hereof); (c) any part or parts of the property annexed whch s or are desgnated or declared to be Common Area shall thereupon be subject to the provsons of ths Declaraton (ncludng, but not lmted to, the provsons of Artcles 2 and 4 hereof); and (d) - mprovements then or thereafter stuated upon the annexed property shall be subject to the provsons of ths Declaraton and shall be reasonably consstent, n terms of qualty of constructon, wth the mprovements stuated upon other portons of the Property pror to such annexaton. 6.6 No Oblgaton to Annex. Nothng heren shall consttute a representaton, warranty or covenant that Trustee, n

33 ~ l 1 lo 2J :1 ~ ~1 4',, 5 ' ' 6' Tl. 8,, g~ 1Q 11 : 12 ' ; 16 : 1Tl j ! ! ' j : 2s : 26. Declarant, any successor or assgn of Trustee or Decla~ant, or any other Person wll subject any addtonal property (whether or not a part of the Annexable Property) to the provsons of ths Declaraton, nor shall Trustee, Declarant, any successor or assgn of Trustee or Declarant, or any other Person be oblgated so to do, and Trustee and Declarant may, by Recorded nstrument executed by both Trustee and Declarant, wave ther rghts so to do, n whole or n part, at any tme or from tme to tme De-Annexaton. Notwthstandng any other provson of ths Declaraton, Declarant shall have the rght from tme to ~me, at ts sole opton and wthout the consent of any other Person (except as provded n ths Secton 6.7), to delete from the Property and remove from the effect of ths Declaraton one or more por.t:ons of the Property, provded, however, that: (a) a porton of the Property may not be so deleted and removed unless at the tme of such deleton and removal such porton s owned by Trustee or Declarant {or an afflate of Declarant) or the Declarart executes and Records an nstrument approvng such deleton and removal; (b) a porton of the Property may not be so deleted and removed unless at the tme of such deleton and removal no Dwellng Unts or Corrunon Area recreatonal facltes have been constructed thereon; and (c) a porton of the Property may not be so deleted and removed f such deleton and removal would deprve Owners and Occupants of other parts of the Property of access or other easements or rghts-of-way necessary to the contnued use of ther respectve parts of the Property (unless Declarant at the same tme provdes for reasonably adequate replacement easements or rghts-of-way). Declarant.. may exercse ts rghts under ths Secton 6.7 n each case by executng and causng- to be Recorded an nstrument whch dentfes the porton of the Property to be so deleted and removed and whch s executed by each owner of such porton (f other than Declarant), and the deleton and removal of such porton of the Property shall be effectve upon the later of: () the date such nstrument s Recorded; or () the effectve date specfed n such nstrument, f any, whereupon, except as otherwse expressly provded n ths Secton 6. 7, the porton of the Property so deleted and removed shall thereafter for all purposes be deemed not a part of the Property and not subject to ths Declaraton, and the owner{s) thereof (or of nterests theren) shall not be deemed to be Owners or Members or have any other rghts or oblgatons hereunder except as members of the general publc. No such deleton and removal of a porton of the Property shall act to release such porton from the len for Assessments or other charges hereunder whch have accrued pror to the effectve date of such deleton and removal, but all such Assessments or other charges shall be approprately prorated to the effectve date of such deleton and removal n

34 ,j and no Assessments or other charges shall thereafter accrue 1 hereunder wth respect to the porton of the Property so j deleted and removed. Each porton of the Property deleted and 2 removed pursuant to ths Secton shall thereafter be deemed! to be a part of the Annexable Property unless otherwse 3 expressly provded to the contrary n the nstrument Recorded 4 sj : : 13 ; 14! 1s a 19 : by Declarant to effect such deleton and removal. ARTCLE 7 RGHTS ANO OBLGATONS OF THE ASSOCATON Common Area. The Assocaton, subject to the rghts of the Owners set forth n ths Declaraton, shall be responsble for the management and control of the Common Area and shall keep the Common Area n good, clean, attractve and santary condton, order and "repar, pursuant to the terms and condtons hereof Persona 1 Property and. Real Property for Common ~- The Assocaton, through acton of the Board, may acqure, hold and dspose of tangble and ntangble personal property and real property, except that, subject to the provsons of Sectons and 12.11, no dedcaton, sale or transfer of all or any part of the Common Area shall be made or effectve unless approved by not less than two-thrds (2/3) of the votes of each class of Members represented n person or by vald proxy at a meetng of Members duly called for such purpose. The Board, actng on behalf of the Assocaton, shall accept any real or personal property, leasehold or other property nterests wthn, adjacent to or related to all or any part of the Property as may be conveyed or assgned to the Assocaton by Declarant or Trustee- (ncludng, but not lmted to, such parts of the Common Area as may now or hereafter be held by Declarant or Trustee). 7.3 Rules and Regulatons. By a majorty vote of the Board, the Assocaton may, from tme to tme and subject to the provsons of ths Declaraton, adopt, amend and repeal the Assocaton Rules. The Assocaton Rules may restrct and govern the use of the Common Area, provded, however, that the Assocaton Rules shall not dscrmnate among Owners and Occupants e%cept to reflect ther dfferent rghts and oblgatons as provded heren, and shall not be nconsstent wth ths Declaraton, the Artcles or the Bylaws. The Assocaton Rules shall be ntended to enhance the preservaton and development of the Property, the Common Area and the Lmted Common Areas. Upon adopton, the Assocaton Rules shall have the same force and effect as f they were set forth heren. Sanctons for volaton of the Assocaton Rules or of ths Declaraton may be mposed by the Board and may nclude n

35 ' ' 1s 1s ~ :1-19! 29, 2t suspenson of the rght to vote and the rght to use the recreatonal facltes on the Common Area, and, where approved by a majorty vote of each class of Members represented n person or by vald proxy at a meetng of Members duly called for such purpose, may also nclude reasonable monetary fnes. No suspenson of an Owner's rght to vote or of the rght of such Owner (or any Occupant of such Owner's Lot or Parcel or any guest or household member of such Owner or Occupant) to use the recreatonal facltes on the Common Area due to a volaton of the Assocaton Rules may be for a perod longer than sxty (60) days (except where such Owner or Occupant fals or refuses to cease or correct an on-gong volaton or commts the same or another volaton, n whch event such suspenson may be extended for addtonal perods not to exceed sxty (60) days each untl such volaton ceases or s corrected). 7.4 Avalablty of Books. Records and Other Documents. The Assocaton shall mantan complete and current copes of ths Declaraton, the Artcles, the Bylaws and the Assocaton Rules (as well as any amendments to the foregong) and of the books, records and fnancal statements of the Assocaton, and, upon the pror wrtten request to the Assocaton by any Owner or by any holder, nsurer or guarantor of a Frst Mortgage, shall make the same avalable for nspect on, at reasonable tmes and under reasonable crcumstances, by such Owner or such holder, nsurer or guarantor Audted Fnancal Statements. n the event any holder, nsurer or guarantor of a Frst Mortgage submts to the Assocaton a wrtten request for an audted fnancal statement of the. Assocaton for the most recently concluded fscal year of the Assocaton, the Assocaton shall promptly delver such an audted fnancal statement to such holder, nsurer or guarantor, and n the event no such audted fnancal statement has been prepared for the most recently concluded fscal year, the Assocaton shall cause the same to be prepared and delvered to such holder, nsurer or guarantor as soon as reasonably possble. The cost of havng such an audted fnancal statement prepared shall be a Common Expense. 7.6 mpled Rghts. The Assocaton may exercse any other rght or prvlege gven to t expressly by ths Declaraton, the Artcles or the Bylaws, and every other rght or prvlege reasonably to be mpled from the exstence of any rght or prvlege gven to t heren or reasonably necessary to effectuate any such rght or prvlege. 7.7 Neghborhood Assocatons. n the event any homeowners' or smlar Neghborhood Assocaton s formed b~ a Developer Owner (other than Declarant) of a Parcel or porton thereof, or group of Lots, such Neghborhood Assocaton's n

36 ! governng documents shall not be effectve unless they have 1 been approved n advance by the Board and they specfy that 1 such governng documents, such Parcel or porton thereof, or 2 J group of Lots, the Neghborhood Assocaton, and the Neghborhood Assocaton's members are subject and subordnate 3 to ths Declaraton and the Artcles, Bylaws and Assocaton Rules. The Board shall not dsapprove any such governng docu- 4 1 ments unless, n the Board's sole dscreton, ether:. (a) they are nconsstent or n conflct wth ths Declaraton, the 5 Artcles, the Bylaws, the Assocaton Rules and any applcable Parcel Declaraton; or (b) they fal to contan the specfca- 6 ton requred by the precedng sentence ! 13! 14 ; 1s 16! ;! 20! 21 22: 23 24! 25! 26 1:a Board of Drectors and Offcers. The affars of the Assocaton shall be conducted by the Board and such offcers as the Board may elect or appont n accordance wth the Artcles and the Bylaws. The 'Board may appont varous commttees at ts dscreton. The Board may also appont or engage a manager to be responsble for the day-tn-day operaton of the Assocaton and the Cormnon Area. The Board shall determne the compensaton to be pad to the manager. ARTCLE 8 ASSESSMENTS 8.1 Creaton of Assessment Rght. n order to provde funds to enable the Assocaton to meet ts fnancal and other oblgatons and to create and mantan approprate reserves, there s hereby created a rght of assessment exercsable on behalf of the Assocaton by the Board. Annual Assessments and Specal Assessments.. shall be for Common Expenses and shall be- allocated - among all- Lots and Parcels as provded n ths Artcle a. Parcel Assessments shall be for the purposes provded n Sectons and 8.10 hereof and shall be leved aganst one or more Parcels or aganst one or more groups of Dwellng Un ts n partcular portons of the Property only n accordance wth such Sectons. 8.2 Covenants wth Respect to Assessments. Each Owner, by acceptance of hs, her or ts deed (or other conveyance) nstrument wth respect to a Lot or Parcel, s deemed to covenant and agree to pay the Assessments leved pursuant to ths Declaraton wth respect to such Owner s Lot or Parcel, together wth nterest from the date due at a rate equal to the greater of: (a) ten percent (10\) per annum; or (b) the annual rate of nterest then n effect for new frst prorty sngle famly resdental mortgage loans guaranteed by the Veterans Admnstraton, and together wth such costs and reasonable attorneys fees as may be ncurred by the Assocaton n seekng to collect such Assessments. Each of the Assessments ln

37 wth respect to a Lot or Parcel, together wth nterest, costs l and reasonable attorneys' fees as provded n ths Secton 8.2, shall also be the personal oblgaton of the Person who or 2~ : whch was the Owner of such Lot or Parcel at the tme such Assessment arose wth respect to such Lot or Parcel, provded, 3'. however, that the personal oblgaton for delnquent,; Assessments shall not pass to a successor n ttle of such 4 Owner unless expressly assumed by such successor. No Owner shall be releved of hs, her or ts oblgaton to pay any of 5 '. the Assessments by abandonng or not usng hs, her or ts Lot or Parcel or the Common Area, or by leasng or otherwse trans- 6! ferrng occupancy rghts wth respe~t td hs, her or ts Lot or Parcel. However, upon transfer by an Owner of fee ttle to 1- such Owner's Lot or Parcel, as evdenced by a Recorded nstru- 1 ment, such transferrng Owner shall not be lable for any 8 Assessments thereafter leved aganst such Lot or Parcel. The oblgaton to pay Assessments s a separate and ndependent 9: covenant on the part of each Owner. No dmnuton or abatement of Assessments or set-off shall be clamed or allowed by reason 10 of the alleged falure of the Assocaton or Board to take some acton or perform some functon requred to be taken or per- 11 ' 1 formed by the Assocaton or Board under ths Declaraton, the : Artcles or the Bylaws, or for nconvenence or dscomfort 12! arsng from the makng of repars or mprovements whch are ' 17 ; 8.,.,1,, 19 : 20: 21 l 22 ~ \1,, 25! 26 ll the responsblty of the Assocaton, or from any acton taken to comply wth any law or ordnance or wth any order or drectve of any muncpal or other governmental authorty. 8.3 Len for Assessments; Foreclosure. There s hereby created and establshed a len aganst each Lot or Parcel whch shall secure payment of all present and future Assessments assessed or leved aganst such Lot or Parcel or the Owner or Occupant thereof (together wth any present or future charges, fnes, penaltes or other amounts leved aganst such Lot or Parcel or the Owner or Occupant thereof pursuant to ths Declaraton or the Artcles, the Bylaws, any applcable Parcel Declaraton or the rules and regulatons of the Assocaton). Such len s and shall be pror and superor to all other lens affectng the Lot or Parcel n queston, except: {a) all taxes, bonds, assessments and other leves whch, by law, would be superor thereto; and {b) the len or charge of any Frst Mortgage (or n the case of a Parcel, any frst prorty mortgage or deed of trust affectng such Parcel) made n good fath and for value. Such lens may be foreclosed n the manner provded by law for the foreclosure of mortgages. The sale and transfer of any Lot or Parcel pursuant to a mortgage foreclosure or any proceedng n leu thereof shall extngush the len of the Assessments as to payments whch became due pror to such sale or transfer, but no such sale or transfer shall releve such Lot or Parcel from lablty for any Assessments becomng due after such sale or transfer, or n

38 from the len thereof. The Assocaton shall have the power to l bd for any Lot or Parcel at any sale to foreclose the 2 Assocaton s len on the Lot or Parcel, and to acqure and hold, lease, mortgage and convey the same. Durng the perod any Lot or Parcel s owned by the Assocaton, no rght to vote 3 shall be exercsed wth respect to sad Lot or Parcel and no. Assessment (whether Annual Assessments, Specal Assessments or 4 Parcel Assessments) shall be assessed or leved on or wth respect to sad Lot or Parcel, provded, however, that the 5 Assocaton's acquston and ownershp of a Lot or Parcel under such crcumstances shall not be deemed to convert the 6 same nto Common Area. The Assocaton may mantan a sut to recover a money judgment for unpad Assessments, rent, nterest 7 and attorneys' fees wthout foreclosng or wavng the len securng same. Recordng of ths Declaraton consttutes record notce and perfecton-' of the lens establshed hereby, and further Recordaton of any clam of a len for Assessments or other amounts hereunder shall not be requred, whether to establsh or perfect such len or to f~ the prorty thereof, 10 or otherwse {although the Board shall have the opton to Record wrtten notces of clams of len n such crcumstances as the Board may deem approprate) ! 13 4! 1s 16! Dates Assessments Commence; Rates of Assessment: Rato between Lots and Parcels Dates Assessments Developer Owner of a Lot or Apartment of the Annual Assessments, Specal Assessments for such Lot or Apartment of: {a) the ntal conveyance of Dwellng Unt thereon to a dfferent Owner; Commence; Bates. The Unt shall pay only 25\ Assessments and Parcel Unt untl the earlest a completed (b) completon of constructon of the Apartment Un ts as evdenced by the ssuance of a certfcate of occupancy therefor; ~r {c) 12 months from the later of: {) the date on whch the Lot or Apartment Unt (or the Parcel from whch such Lot was establshed or on whch the Apartment Unt s located) was ncluded wthn the Property; or () the date of Declarant s conveyance of the Lot or Apartment Unt (or the Parcel from whch such Lot was establshed or on whch the Condomnum Unt or Apartment Unt s located) to a Developer Owner. 24 f the Developer Owner ceases to be enttled to the 25\ rate 25 because of the occurrence of the event descrbed n Subsecton 8.4. l{c) above, then thereafter the Developer Owner shall pay n.:._,.

39 r l only 50\ of the Annual Assessments, Specal Assessments 1.'. Parcel Assessments for such Lot or Apartment Unt unt 1 r earlest of: 2 (d) the ntal conveyance 3 f Dwellng Unt thereon to a dfferent Owner; and the of a completed 4! 5 evdenced by therefor; or the (e) completon of the Apartment ssuance of a certfcate of Un ts as occupancy 6 7; ! l 11! 12!1 13! 14. 1s ! 19 ; 20 l 21 22l- 23, termnated. (f) 12 months after the date the 25\ rate However, f the ste plan for a Condomnum Parcel or Apartment Parcel approved by the Archtectural Conunttee contemplates the constructon thereon of more than one buldng contanng Dwellng Unts, the Condomnum Parcel or Apartment Parcel shall, for purposes of ths Secton only, be deemed subdvded nto the number of sub-parcels equal to the number of buldngs contanng Dwellng Unts shown on the approved ste plan, n whch case the Annual Assessments, Specal Assessments and Parcel Assessments shall be deemed dvded among such subparcels n proporton to the number of Dwellng Un ts to be contaned n the buldngs on the respectve sub-parcels, such that each of the buldngs shall be allocated to a separate sub-parcel, and the Developer Owner shall pay only 25\ or 50\, as applcable, of the prorated Annual Assessments, Specal Assessments and Parcel Assessments aganst each sub-parcel untl the earlest of the events specfed n subsectons (a) through {c) above, or {d) through (f) above, as applcable, wth respect to such sub-parcel. The Developer Owner of a Sngle Famly Parcel whch remans an ntact Parcel because t has not yet been subdvded shall pay reduced rates hereunder as though the Parcel had already been subdvded nto the number of Lots desgnated n a Tract Declaraton Recorded aganst such Parcel or, f no Tract Declaraton desgnatng such number of Lots has been Recorded, then the number of Lots shown for such Parcel on the Mountanbrook Vllage Development Plan. n the event the Parcel s subdvded nto phases and less than all of such phases are subdvded nto Lots, the applcable reduced rates set forth above n ths Subsecton 8.4.l wll contnue to apply to the unsubdvded remander of the Parcel untl the dates specfed above Owners Enttled to Reduced Rates. Subject to Subsecton , a Non-Developer Owner shall not be enttled to the reduced assessment rates provded n Subsecton and a Developer Owner shall be enttled to such reduced n

40 ' : 31 4' 5 8 1: ! ! 19 \ rates only f he s a Developer Owner wth respect to the specfc Lot or Parcel n queston. f a Developer Owner ceases to qualfy for the reduced payments provded for herenabove durng an Assessment Perod, the Developer Owner shall mmedately notfy the Board, n wrtng, of the change n status. The falure of a Developer Owner to notfy the Board of the change n status shall not prevent or preclude the renstatement of the full payment oblgaton pursuant hereto from takng effect as of the applcable date as provded heren. The Assocaton may from tme to tme request that any Developer Owner of property beng assessed at a reduced rate furnsh to the Assocaton evdence that such Developer Owner contnues. to be enttled to a reduced assessment rate under ths Secton 8.4, and f such Developer Owner fals to produce such evdence wthn 30 days followng the date of the Assocaton's request, of f such evdence as s furnshed s unsatsfactory, n the Board s reasonable dscreton, to demonstrate such Developer Owner's contnued enttlement to the reduced assessment rate, the Board may ~ermnate such reduced assessment rate as of the date reasonably deemed approprate by the Board Oeclarant's Enttlement to Reduced Rates. Solely for purposes of determnng the rate(s) of Assessments payable by Declarant hereunder, Declarant shall be deemed a Developer Owner under ths Secton 8.4 wth respect to all Lots and Parcels owned by.declarant Rato between Lots and Apartment Unts. The Annual Assessments, Specal Assessments and Maxmum Annual Assessment for each Apartment Unt shall always equal ffty percent ( 50\) of the Annual Assessments, Specal Assessments and Maxmum Annual As-sessment, respectvely1 for each Lot (but wthout reference to any reduced Assessment to whch Declarant or any Developer Owner may be enttled under Subsectons and 8.4.3) Computaton of Assessments; Annual Budget. The Board shall prepare and adopt an estmated annual budget for each fscal year of the Assocaton, whch annual budget shall serve as the bass for determnng the Annual Assessments for the applcable fscal year (subject to the lmtatons of Secton 8.7 hereof). Such budget shall take nto account the estmated Common Expenses and cash requrements of the Assocaton for the year. The annual budget shall also take nto account the estmated net avalable cash ncome for the year, f any, from the operaton or use of any of the Common Area. The annual budget shall also provde for a reserve for contngences for the year (and for subsequent fscal years) and a reserve for replacements, all n such reasonably adequate amounts as shall be determned by the Board, takng nto.j n

41 /6 ; ; ;-.-.:...;. :,-1 t \. \.,.. V 1 5: sl 7 ~ a 9: 10 :! 11! 2 3 : 14 1 l 15 : 16 : ; 1 0! ~ :20: ! account the number and nature of replaceable assets, the expected lfe of each asset, and each asset's expected repar or replacement cost. Not later than sxty {60) days followng the meetng of the Board at whch the Board adopts the annual budget for the year n queston, the Beard shall cause to be. delvered or maled to each Owner a copy of the budget and a statement of the amount of the Annual Assessments to be leved aganst such Owner's Lot or Parcel for the fscal year n queston. n the event the Board fals to adopt a budget for any fscal year pror to commencement of such fscal year, then untl and unless such budget s adopted, the budget {and the amount of the Annual Assessments provded for theren) for the year mmedately precedng shall reman n effect. Subject to the provsons of ths Secton 8.5 and of Sectons 8.7 and 8.9, nether the annual budget (nor any amended budget) adopted by the Board, nor any Assessment leved pursuant thereto, shall be requred to be ratfed or approved by the Owners. f, at any tme durng a fscal year of the Assocaton the Board deems t necessary to amend the budget for such year, the Board may do so and may levy an addtonal Annual Assessment for such year (subject to the lmtatons mposed by Secton 8.7) or may call a meetng of the Members to request that the Members approve a Specal Assessment pursuant to Secton 8.9. Wthn sxty (60) days after adopton of an amended budget (f the Board elects to levy an addtonal Annual Assessment), the Board shall cause a copy of the amended budget and a statement of the addtonal Annual Assessments to be leved aganst the Lots and Parcels to be delvered or maled to each Owner; f, nstead, the Board elects to call a meetng of Members to seek approval of a Specal Assessment, the Board shall cause a copy of the amended budget proposed by the Board to be delvered or maled to each Owner w_ th the notce of such meetng, and f a Spec a 1 Assessqent s duly -approved by the Members at such meetng, shall cause a statement of the Specal Assessment to be leved aganst each Lot or Parcel to be promptly maled or delvered to Owner Due Dates. Annual Assessments for each fscal year shall be due and payable n equal perodc nstallments, payable _not more frequently than monthly nor less frequently. than semannually, as determned for such fscal year by the Board, wth each such nstallment to be due and payable on or before the frst day of the applcable perod durng that f scal year. Parcel Assessments and Specal Assessments, f any, shall be pad n such manner and on such dates as may be fxed by the Board. n addton to any other powers of collecton or enforcement granted hereunder, n the event any Assessments (or nstallments thereof) wth respect to a Lot or Parcel are delnquent, the Board shall have the rght, n ts sole dscreton, to accelerate the date on whch all Assessments wth respect to such Lot or Parcel are due and payable. For z1n

42 s g! ' ' ! purposes of ths Declaraton, Assessments shall be deemed pad" when actually receved by the Assocaton or by ts manager or agent desgnated by the Assocaton to collect the same {provded, however, that f any Assessments are pad by check and the bank or other nsttuton upon whch such check s drawn thereafter dshonors and refuses to pay such check, those Assessments shall not be deemed pad" and shall reman due and payable wth nterest accrung from the date such Assessments were orgnally due). 8.7 Maxmum Annual Assessment. The Annual Assessments provded for heren shall not at any tme exceed the Maxmum Annual Assessment, as determned n accordance wth ths Secton For the fscal year endng December 31, 1988, the Maxmum Annual Assessment shall be: $ for each Lot; and $ for each Apartment Unt. Thereafter, unless a greater ncrease s approved by the affrmatve vote of two-thrd~ (2/3) of the votes of each class of Members represented n person or by vald proxy at a meetng of Members duly called for such purpose, the Maxmum Annual Assessment for any fscal year shall be equal to the Maxmum Annual Assessment for the mmedately precedng fscal year ncreased at a rate equal to the greater of: (a) the percentage ncrease for the applcable fscal year over the mmedately precedng fscal year n the Consumer Prca ndex -- All Urban Consumers -- All tems ( Average,. 100 Base) publshed by the Bureau of Labor Statstcs of the U.S. Department of Labor (c:>_r ts successor governmental agency), or, f such ndex s no longer publshed by sad Bureau or successor agency, n the nde% most smlar n composton to such ndex; or (b) ten percent (10\). Notwthstandng the foregong, the Board may, wthout the approval of the Members, ncrease the Maxmum Annual Assessment for any fscal year by an amount suffcent to permt the Board to meet any ncreases over the precedng fscal year n: () premums for any nsurance coverage requred by the Declaraton to be mantaned by the Assocaton; or () charges for utlty servces necessary to the Assocaton's performance of ts oblgatons under ths Declaraton, n ether case () or () notwthstandng the fact that the resultng ncrease n the Maxmum Annual Assessment s at a rate greater than otherwse permtted under the precedng sentence. n addton, n the event Trustee or Declarant {or any assgnee of ether) at any tme hereafter anne%es any porton(s) or all of the Annexable Property, and the Assocaton s added mantenance and other responsbltes wth respect to the Common Area and other property thereby annexed necesstate an ncrease n the Maxmum Annual n

43 .! f..1("\_q~ u1v Ov..J., Assessment greater than otherwse permtted under ths Secton.a...1 wthout approval of the Members, Declarant may nevertheless ncrease such Maxmum Annual Assessment, effectve not earler than the frst sale to a retal purchaser 6f a Lot wthn the porton(s) so annexed wthout the vote of the Members, so long as such ncrease s n an amount and n accordance wth a revsed budget approved by the Veterans Admnstraton or the Federal Housng Admnstraton (unless such agences wave n wrtng ther rghts to approve such revsed budget, n whch event such approval shall not be requred); such new Maxmum Annual Assessment, f so approved, shall thereupon be subst tuted for the prevously establshed Maxmum Annual Assessment 6 for the applcable fscal year of the Assocaton. Nothng 7 heren shall oblgate the Board to levy, n any fscal year~ Annual Assessments n the full amount of the Maxmum Annual 8 1 A~sessment for such fscal year, and the electon by the Board not to levy Annual Assessments n the full amount of the 9! Maxmum Annual Assessments for any fscal year shall not : 1s 16 17! 18 ; 19 : ' 23 24; 2s l 26 prevent the Board from levyng Annual Assessments n subsequent fscal years n the full amount of the Maxmum Annual Assessment for such subsequent fscal year (as determned n accordance wth ths Secton 8.7). n the event that, for any fscal year, the Board elects to levy an Annual Assessment at less than the full amount of the Maxmum Annual Assessment for such fscal year, the Board may, f n ts reasonable dscreton crcumstances so warrant, subsequently levy a supplemental Annual Assessment durng sad fscal year so long as the total of the Annual Assessments leved durng sad fscal year does not exceed the Maxmum Annual Assessment for such fscal year Notce and Quorum for Meetngs to Consder Specal Assessments. and Certan ncreases n Annual Assessments. Notwthstandng any other provson hereof or of the Artcles, Bylaws or rules and regulatons of the Assocaton, wrtten notce of any meetng called for the purpose of: (a) approvng the establshment of any Specal Assessment, as requred by Secton 8.9 hereof; or (b) approvng any ncrease n the Maxmum Annual Assessment greater than that permtted by applcaton of the formula as set forth n Secton.a..._r hereof, shall be sent to all Members not less than thrty (30) days nor more than sxty (60) days pror to the date or sad meetng. At the frst meetng thus called to consder the partcular Specal Assessment or ncrease n the Maxmum Annual Assessment, a quorum shall consst of sxty percent ( 60\) of the votes n each class of Members (whether represented n person or by vald proxy), provded, however, that f a quorum, as so determned, s not present at sad frst meetng, a second meetng may be called (subject to the same notce requrements as set forth above) to consder the same ssue, and a quorum at sad second meetng shall be one-half (1/2) of the requred quorum at the frst meetng, as descrbed above. Such second ln

44 a ! 13 ; 14 : 1s 16! s 261 meetng may not be held more than sxty { 60) days after the frst meetng. 8.9 Specal Assessments. n addton to the Annual Assessments and Parcel Assessments, the Assocaton may levy Specal Assessments from tme to tme, provded, however, that any Specal Assessment shall be effectve only wth the approval of not less than two-thrds {2/3) of the votes of each class of Members represented n person or by vald proxy at a meetng of Members duly called and convened to consder such Specal Assessment. Subject to Subsectons and , S\>ecal Assessments shall be allocated among all Lots and Parcels n the rato establshed n Subsecton Parcel Assessments. n addton to the Annual Assessments and Specal Ass~ssments, the Assocaton may levy Parcel Assessments from tme to tme aganst one or more Parcels or aganst one or more groups of Dwellng Unts n partcular portons of the Property as mo~e partcularly provded n Sectons 4.4 and 4.5 hereof (provded that f the Assocaton has or assumed mantenance. responsbltes pursuant to a contract wth a Parcel Owner or a Neghborhood Assocaton pursuant to Secton 4. 4 hereof, the Parcel Assessments authorzed by Secton 4.4. shall not be leved unless and untl such Parcel Owner or Neghborhood Assocaton fals or refuses to pay the Assocaton n accordance wth sad contract) Certfcates. The Assocaton shall, upon the wrtten request of any Owner or the holder, nsurer or guaran- - \ tor of any Mortgage, or of any mortgage or deed of trust _,. affectng any Parcel, and upon payment of such reasonable charge as may be determned by the Board, furnsh to the requestng party a certfcate, executed by an offcer of the Assocaton, statng the date to whch Assessments wth respect to such Owner s Lot or Parcel (or the Lot or Parcel aganst whch such Mortgage or such mortgage or deed of trust, as applcable, s Recorded) have been pad and the amount, f any, of any Assessments whch have been leved wth respect to sad Lot or Parcel but whch reman unpad as of the date of such certfcate; sad certfcate shall be bndng upon the Assocaton as to the matters set forth theren as of the date thereof Surplus Mones. Unless otherwse expressly determned by the Board, any surplus mones of the Assocaton shall be held by the Assocaton and placed n one or more reserve accounts as determned by the Board, and shall not be pad to the Owners or credted aganst the Owners respectve labltes for Assessments S21n.. \:.

45 : 3! l : ' ' 13! 14! 15 16! ; 1 17! - 18 " ~ l Declarant's Oblgaton for Defcences. So long as the Class B membershp exsts, Declarant shall pay and contrbute to the Assocaton, wthn thrty (30) days after the end of each fscal year of the Assocaton, or at such othe~ tmes as may be requested by the Board, such funds as may be necessary, when added to the Assessments leved by the Assocaton pursuant to ths Declaraton, to provde for~ {a) the operaton and mantenance of the Common Area and the recreatonal facltes located thereon; (b) the mantenance of adequate reserves; and (c) the performance by the Assocaton of all other oblgatons of. the Assocaton under ths Declaraton or the Artcles or Bylaws. Declarant's oblgatons under ths Secton 8.13 may be satsfed n the form of a cash subsdy or by n knd contrbutons of servces or materals, or a combnaton of both Couunon Expenses Resultng from Msconduct. Notwthstandng any other provson of ths Artcle 8, f any Common Expense s caused by the msconduct of any Owner (or of any Occupant, tenant, employee, servant, agent, guest or nvtee for whose actons such Owner s responsble under applcable law), the Assocaton may assess that Common Expense exclusvely aganst such Owner and such Owner's Lot or Parcel, whch amount {together wth any and al 1 costs and expenses, ncludng but not lmted to attorneys fees, ncurred by the Assocaton n recoverng the same) shall be secured by the len created pursuant to Secton Statement of Payment. Upon recept of a wrtten request therefor from any Owner, the Board (or the Presdent or Secretary of the Assocaton), wthn a reasonable tme thereafter, shall ssue to the requestng party a wrtten statement statng that as of the date of that statement: 8.15.l all current Assessments (ncludng collecton fees, f any, n regard thereto), have been pad wth respect to the Lot or Parcel specfed n the Owner's request; or, f such have not been pad, the amount{s) then due and payable. The Assocaton may make a reasonable charge for the ssuance of such statement. Any such statement shall be conclusve and bndng wth respect to any matter set forth theren Exempt Property. Exempt Property shall be exempt from Assessments and the len created by Secton 8.3, nor shall there be any votng rghts n the Assocaton wth respect to Exempt Property, provded, however, that should any Exempt Property cease to be Exempt Property for any reason, t shall -39-

46 thereupon be subject to Assessments (prorated as of the date t 1! ceased to be Exempt Property) and the len created by Secton hj., and votng rghts n the Assocaton shall attach thereto 2 f as otherwse determned n ths Declaraton sl : ' 14 ' 15 16! : 231! 24! 25 \ 26 ARTCLE 9 ARCHTECTURAL STANPARDS; ARCHTECTUR.AL CO'MMTEE 9. l Appontment of Archtectural Commttee; Standng to Enforce. All property whch s now or hereafter subject to ths Declaraton shall be subject to archtectural, landscapng and aesthetc revew as provded heren. Ths revew shall be n accordance wth ths Artcle 9 and such standards as may be promulgated by the Archtectural Commttee, whch s hereby establshed. Authorty and standng on behalf of the Assocaton to enforce n any court of competent jursdcton decsons of the Archtectural Commttee and the provsons of ths Artcle 9 shall be vested n the Board, provded, however, that so long as Declarant has the rght to appont the Archtectural Commttee under ths Secton 9.1, Declarant shall have the rght, but not the oblgaton, to enforce decsons of the Archtectural Commttee and the provsons of ths Artcle 9, on behalf of the Assocaton, n courts of competent jursdcton. So long as Declarant (or Trustee) owns any part of the Property or the Annexable Property, the Archtectural Commttee shall consst of three (3) ndvduals apponted by Declarant. At such tme as ether: (a) nether Declarant nor Trustee owns any part of the Property or the Annexable Property; or (b) Declarant Records a wrtten waver of ts rght to appont the Archtectural Cormnttee, the Board shall appont the members of the Archtectural Commttee, whch shall have such number of members (but not less than three (3)) as the Board may elect, from tme to tme. Each member of the Archtectural Commttee apponted by the Board shall serve n such capacty untl: (a) such member s removed by the Board; or (b) such member resgns such poston or des. Pror to the appontment of the ntal members of the Archtectural Commttee, and at any tme when there s no one servng on the Archtectural Commttee (whether due to death, resgnaton or removal), the Board shall have and exercse any and all rghts, powers, dutes and oblgatons of the Archtectural Commttee Jursdcton of the Archtectural Commttee Promulgaton of Standards. The Archtectural Commttee shall have exclusve jursdcton over all orgnal constructon and any modfcatons, addtons or alteratons to mprovements on any porton of the Property (ncludng, but not lmted to, the constructon or nstallaton of, or modfcatons, addtons or alteratons to: (a) fences and fence walls; (b) heatng, tn

47 : , 2! 3' 41 s 6., :1 a! 91 10! 11 12! 13 ' 14 15! ventl~tng, ar condtonng and coolng unts; (c} solar panels; (d} pant; or (e) any other constructon, modfcaton, addton or alteraton affectng the exteror appearance of any structure, Lot or Parcel}. The Archtectural Commttee shall adopt, and may from tme to tme amend, supplement and repeal, archtectural and landscapng standards and applcaton procedures and shall make the same avalable to Owners, bulders and developers who seek to engage n development of or constructon upon any porton of the Property. Such standards and procedures shall nterpret, mplement and supplement ths Declaraton, and shall set forth procedures for Archtectural Commttee revew. Such standards and procedures may nclude, wthout lmtaton, provsons regardng: 9.2.l the sze of Sngle Famly Dwellng Unts; archtectural desgn, wth partcular regard to the harmony of the desgn wth surroundng structures and topography; placement of buldngs; landscapng desgn, content and conformance wth the natural character of the Property; requrements concernng schemes, exteror fnshes and materals; 16 r ance sgnage; and exteror color permeter and screen wall desgn and appear- Such standards and procedures shall have the same force and effect as the Assocaton Rules. Further, after termnaton of Declarant s rght to appont the members of the Archtectural Commttee pursuant to Secton 9.1, any and all amendments, supplements, repeals or replacements to or of such standards and procedures shall be subject to the approval of the Board. 9.3 Submsson and Revew of Plans. No orgnal constructon, modfcaton, alteraton or addton subject to the Archtectural Commttee's jursdcton shall be commenced untl t has been approved or s deemed approved by the Archtectural Commttee as provded heren. Any Owner or other Person seekng to construct any new mprovements or to make any modfcaton, alteraton or addton to any exstng mprovement upon any porton of the Property (or to cause same to be constructed or made) shall frst submt to the Archtectural Commttee detaled plans, specfcatons and elevatons relatng to the proposed constructon, modfcaton, alteraton or -41-

48 1 2,! 3: 4: sl 61 7 a 91 10! 11! 12 13, 1 14! 15 : addton; sad plans, specfcatons and elevatons (ncludng, but not lmted to, a detaled ste plan) shall be sent by: (a) personal delvery, n whch case the Person delverng the same shall obtan a sgned and dated recept from the recpent thereof (n whch event they shall be deemed receved as of the date ndcated by the recpent on such re!cept); or (b) by U.S. mal, postage pad, certfed mal return recept requested (n whch event they shall be deemed receved as of the date ndcated on the return recept). The Archtectural Commttee shall have forty-fve (45) days after recept of such plans, specfcatons and elevatons to approve or dsapprove of the proposed constructon, modfcaton, alteraton or addton or to request addtonal nformaton, and, f the Archtecttlral Commttee dsapproves, to. gve such Owner or other Person reasonably detaled wrtten reasons for such dsapproval. n the event the Archtectural Commttee fals e ther to approve or dsapprove the proposed constructon (or to request addtonal nformaton) wthn sad forty-fve (45) day perod, such proposed constructon shall be deemed approved. 9.4 Oblgaton to Obtan Approval Except as otherwse expressly provded n ths Declaraton, the Archtectural Commttee's standards and procedures or an applcable Parcel Declaraton, wthout the pror wrtten approval by the Archtectural Commttee of plans and specfcatons prepared and submtted to the Archtectural Commttee n accordance wth the provsons of ths Declaraton and such standards and procedures: (a) no mprovements, alteratons, repars, excavaton, gradng, landscapng or other work shall be done whch n any way alters the exteror appearance. of any property or mprovements thereon from ther natural or mproved state exstng on the date a Parcel Declaraton for such property s frst Recorded; and (b) no buldng, fence, exteror wall, pool, roadway, drveway or other structure, mprovement or gradng shall be commenced, erected, mantaned, altered, changed or made on any Lot or Parcel at any tme No exteror trees, bushes, shrubs, plants or other landscapng shall be planted or placed upon the Property except n complance wth plans and specfcatons therefor whch have been submtted to and approved by the Archtectural Commttee n accordance wth ts standards and procedures and except n complance wth Secton 9.12 below No materal changes or devatons n or from the plans and specfcatons for any work to be done on the ln

49 s ' Property, once approved by the Archtectural Commttee, shall be permtted wthout approval of the change or devaton by th~ Archtectural Commttee No other tem or matter requred by ths Declaraton to be approved n accordance wth ths Artcle 9 or to be approved by the entty havng approval authorty pursuant to ths Srtcle 9 shall be done, undertaken or permtted untl approved by the Archtectural Commttee Changes to nterors of Dwellng Unts or Other Structur~s. Nothng contaned heren shall be construed to lmt the rght of an Owner to remodel the nteror of hs, her or ts Dwellng Unt or other structure on such Owner's Lot or Parcel or to pant the nteror of hs, her or ts Dwellng Unt or such other structure any color desred, except to the extent such remodelng or pantng s vsble from outsde such Dwellng Unt or other structure or affects the exteror appearance of such Dwellng Unt or other structure Other Approvals; Lablty. No approval by the 11 Arcr.tectural Commttee of any proposed constructon, modfcaton, addton or alteraton shall be deemed to replace or be 12 substtuted for any buldng permt or smlar approval requred by any applcable governmental authorty, nor shall 13, any such approval be deemed to make the Archtectural Commttee (or the Board or the Assocaton) lable or responsble for any 14: damage or njury resultng or arsng from any such construe ' ton, modfcaton, addton or alteraton. None of Declarant, 15 1 Trustee, the Assocaton, the Board or the Archtectural Commttee (nor any member thereof) shall be lable to the 16 Assocaton, any Owner or any. other party for any damage, loss or prejudce suffered-or clamed on account of: \ the approval or dsapproval of any plans, drawngs or specfcatons, whether or not defectve; the constructon or performance of any work, whether or not pursuant to approved plans, drawngs and specfcatons; or the development of any Lot or Parcel ~. The Board may establsh a reasonable processng fee to defer the costs of the Archtectural Commttee n consderng any request for approvals submtted to the Archtectural Conunttee or for appeals to the Board, whch fee shall be pad at the tme the request for approval or revew s submtted n

50 ; 31 4! s! 61 7: a! gl 10 ; 11 ; '! 14 ' 1 - ;:) ' 16 : 17 : 18!' 19 ; nspecton. Any member or authorzed consultant of the Archtectural Commttee, or any authorzed offcer, drector, employee or agent of the Assocaton, may at any reasonable tme and wthout beng deemed gulty of trespass enter upon any Lot or Parcel, after reasonable notce to the Owner or Occupant of such Lot or Parcel, n order to nspect the mprovements constructed or beng constructed on such Lot or Parcel to ascertan that such mprovements have been, or are beng, bult n complance wth ths Declaraton, any applcable Parcel Declaraton, the standards and procedures adopted by the Archtectural Commttee and any approved plans, drawngs or specfca~ons. 9.9 Waver. Approval by the Archtectural Commttee of any plans, drawngs or specfcatons for any work done or proposed, or for any other matter requrng approval of the Archtectural Commttee, shall not be deemed to consttute a waver of any rght to wthhold approval of any smlar plan, drawng, specfcaton or matter subsequently ~ubmtted for approval Appeal to Board. Except as provded n ths Secton 9.10, any Owner or Occupant aggreved by a decson of the Archtectural Commttee may appeal the decson to the Board n accordance wth procedures to be establshed n the Archtectural Commttee's standards and procedures. n the event the decson of the Archtectural Commttee s overruled by the Board on any ssue or queston, the pror decson of the Archtectural Commttee shall be deemed modfed to the extent specfed by the Board. Notwthstandng the foregong, untl termnaton of Declarant' s rght to appont the members of the Archtectural Commttee pursuant to Secton 9.1, no decson of the Archtectural Commttee may be appealed to the Board Nonapplcablty to peclarant. The provsons of ths Artcle 9 shall not apply to any porto~s of the Property owned by Declarant (or Trustee, as trustee for Declarant) or any Person afflated wth Declarant so long as any mprovements constructed thereon (or any addtons, modfcatons or alteratons to any such mprovements) are constructed or made n a good and workmanlke fashon and are generally comparable n terms of qualty of constructon to other mprovements theretofore constructed by Declarant or any Person afflated wth Declarant on the Property (or on other property adjacent to or near the Property}. Further, ths Artcle 9 may not be amended wthout Oeclarant' s wrtten consent so long as Declarant (or Trustee) owns any of the Property or the Anncxable Property ln

51 ' 31 4' t 131' : 16 1 ~ Landscapng. Except as expressly provded heren or as expressly approved by the Archtectural Commttee, landscapng on the Property shall be consstent wth the character of the natve envronment surroundng the Property, and shall comply wth any and all provsons of the Archtectural Commttee's_ standards and procedures relatng to permtted plants. All Lots (other than Condomnum Unts), excludng drveways and parkng areas, and excludng that porton of the Lot, f any, whch s enclosed by a permeter wall around the rear yard, shall be landscaped n a manner and usng plants and sol approved n advance by the Archtectural Commttee. No exteror trees, bushes, shrubs, plants or other landscapng shall be planted. or placed upon any Lot except n complance wth plans and specfcatons therefor whch have been submtted to and approved by the Archtectural Commttee n accordance wth ths Art cle 9 and the Archtectural Commttee s standards and procedures. No materal changes or devatons n or from the plans and specfcatons for any work to be done on any Lot, once approved by the Archtectural Commttee, shall be permtted wthout approval of the change or devaton by the Archtectural Conun ttee. Nether ths Secton 9.12 nor Sectons 9.3 or 9.4 above shall be construed to prevent normal landscape mantenance or the replacement of dead or dseased plants wth other smlar plants (so long as the replacement plants are permtted by the Archtectural Commttee's standards and procedures). 10.l Resdental Restrctons. ARTCLE 10 USE RESTRCTONS AND OHER COYEHANTS. CONDTONS hnd EASEMENTS and Recreatonal Purpose; Age 1 g, l.l Resdental and Related Purposes. The Property shall be used only for resdental, recreatonal and related purposes. No Lot, Parcel or any other part of the Property shall be used, drectly or ndrectly, for any busness, commercal, manufacturng, ndustral, mercantle, vendng or other smlar purpose, except for use by Declarant (or an afflate or assgnee of Declarant) or by a Developer Owner, for a perod not to exceed twenty (20) years from the conveyance by Declarant of the frst Lot to a retal purchaser, drectly n connecton wth constructon and sales actvtes wth respect to the Property (ncludng, but not lmted to, mantenance and operaton of model homes, sales offces and sgns advertsng the Property or portons thereof). Nothng heren shall prohbt operaton and rental of Apartment Un ts and related facltes upon any Apartment Parcel ln

52 ; Age Restrctons. 1 (a) As used n ths Subsecton ~, the f o 1-, lowng terms shall have the meanngs set forth below: () Permanent Resdent shall mean any ndvdual who occupes a Lot for more than sxty (60) days n any calendar year; and 5 () Qualfyng Senor Ctzen shall mean a Permanent Resdent who s ffty-fve (55) years of age or 6 j older. 7j al (b) restrctons: All Lots shall be governed by the followng () At least one Permanent Resdent of each 9 Lot shall be a Qualfyng Seno~ Ctzen; 10 () All ndvduals resdng on each Lot shall be eghteen (18) years of age or older; 11 () n the event of the death, 12 hosptalzaton or other prolonged absence of or the dssoluton of marrage wth a Qualfyng Senor Ctzen, an ndvdual who s a survvng spouse, a former spouse, a chld or 13 grandchld, a sblng or other mmedate famly member of such Qualfyng Senor Ctzen, shall be enttled to occupy that Qualfyng Senor Ctzen's Lot after the death or departure of the Qualfyng Senor Ctzen so long as at least one Permanent Resdent of such Lot s thrty-fve (35) years of age or older and no ndvdual occupyng such Lot s under eghteen (18) years of age; : 15! 16! 17 18! (v) Notwthstandng the foregong, an ndvdual under eghteen (18) years of age may resde temporarly on a Lot, as a guest of a Qualfyng Senor Ctzen or permtted Permanent Resdent, for a total of no more than nnety (90) days n any one calendar year, provded, however, that two or more ndvduals under eghteen (18) years of age shall not occupy a Lot pursuant to ths Subsecton lo.l.2cblcvl sequentally or otherwse n a manner whch would result n ndvduals under eghteen (18) years of age occupyng any one Lot pursuant to ths Subsecton lo..2cblcvl for a total of more than nnety (90) days n any calendar year. By way of example rather than lmtaton, a ten-year-old ndvdual may temporarly resde on a Lot for 45 days, and the same or a dfferent ten-year-old ndvdual may temporarly resde on the same Lot for a subsequent 45-day perod; the total number of days durng any calendar year that any one or more ndvduals under eghteen ( 18) years of age may occupy a Lot n

53 :! 't D.. ; : { ' - ~! v :..., -/..) \ pursuant to ths Subsecton 10.l.2(b)(v) shall not exceed nnety (90) days. (c) Pror to the sale, lease or other transfer of any Lot, and pror to an:r change n occupancy of any Lot, the Owner thereof sha 11 notfy the Board, n wrtng, of the proposed sale, lease or other transfer or proposed change n occupancy, and shall provde to the Assocaton such nformaton or evdence as the Assocaton may requre n order to verfy that, followng such sale, lease, transfer or change n occupancy,. the Lot shall be occuped n conformance wth ths Subsecton No such sale, lease, transfer or change n occupancy'shall occur or be effectve untl such wrtten notce and such nformaton or other evdence shall have been provded to the Board and, n the event: (1) that such notce and 81 nformaton or other evdence shall not have been provded to the Board; or (2) that the notce, nformaton or other ev- 9.. dence sha 11 be nsuffcent, n the reasonable dscreton of the Board, to demonstrate that the Lot wll be occuped n con- 1 10; formance wth ths Subsecton ; or (3) that, n the real sonable judgment of the Board, the sale, lease, transfer or 11 change n occupancy would or mght result n the dsqualfca ton of Mountanbrook Vllage for an exempton from the faml- 12 al status dscrmnaton provsons of the federal Far Housng Act, as amended by the Far Housng Amendments Act of 13!, 1988 (and as further amended from tme to tme), the Board, : actng on behalf of the Assocaton, may dsapprove such sale, 14 l! lease, transfer or change n occupancy and may take such ' acton, ncludng but not lmted to the nsttuton of legal 1- ::> : acton (ncludng, for example, for a declaratory judgment) to 16 ' 17! :1 8 1 '.j ' 19 20! f l ! 25 :1 26. l block, termnate or rescnd such. sale, lease, transfer or change n occupancy, and the Assocaton s costs and expenses ncurred n such acton (ncludng. but not lmted to, attorneys' fees) shall be the personal oblgaton of the Owner of the Lot n queston and shall be secured by the len on such Lot created under Secton 8.3 hereof. (d) As of the effectve date of the Far Housng Amendments Act of 1988 and pror to Recordaton of ths Declaraton, a lmted number of ndvduals had sgned, or were negotatnq, condtonal sales contracts, wth respect to Lots, complyng wth the rules and regulatons of the Arzona Department of Real Estate. Those ndvduals, who are more partcularly dentfed n an affdavt dated as of the date ths Declaraton s Recorded and executed by the Assocaton's presdent, shall be exempt from the provsons of Subsecton lo.l.2cblcl above so long as at least one Permanent Resdent of the respectve Lots owned by such ndvduals s forty (40) years of age or older. Nether such ndvduals nor ther respectve Lots shall be exempt from any of the other provsons of ths Subsecton , nor shall such e%empton apply n

54 : 3; 4' sl , ' 12 13! 14 : ~ 18 ' 19! ! or be transferred to any future Owner, tenant or other Occupant of such ndvduals' respectve Lots. (e) So long as Declarant owns any porton of the Property or the Annexable Property, Declarant. shall have the rght, at ts opton but wthout oblgaton, to amend ths Declaraton, wthout the approval or.consent of any other Person and notwthstandng any other provson of ths Declaraton, to the extent reasonably necessary to ensure that Mountanbrook Vllage shall contnue to be exempt from the famlal status dscrmnaton restrctons of the federal Act descrbed n Subsecton 10.l.2(c) above. lcj.2 uarages and Dryeways.o.\ The~.nteror.of all garages. stuated Upon the Property sha~:-1 be ma:nt'aln ed.by the respectve owners or Occupan~s th~reof r a neat_, clean and sghtly condton. Such garages shall be used for parkng vehcles and ~stor a-ge,.. c)nly ; '1nd shall_; rof.:be"''sed or converted for lvng. or recreatonal, actvtes.,. Al l. drveway s on Lots shall be of concrete constructon~ Temporary Structures. No temporary resdence, structure or garage shall be placed or erected upon any part of the Property (except as may otherwse be permtted by Secton 10.4 or Secton 10.21). Except wth the express wrtten approval of Declarant, no Dwellng Unt or other structure on any Lot or Parcel shall be occuped n any manner whle n the course of orgnal constructon or pror to ssuance by the approprate local governmental authorty of _a certfcate of occupancy (or other smlar document) wth respect to such Dwellng Unt or other struc.ture New Constructon. All buldngs or structures erected on the Property shall be of new constructon and the buldngs and structures shall not have been moved to the Property from other locatons (except for temporary constructon and/or sales facltes placed or mantaned on the Property by Declarant or an afflate or assgnee of Declarant n connecton wth the constructon and sales actvtes of Declarant or such afflate or assgnee of oeclarant and except for temporary constructon facltes placed or mantaned on a Parcel by the Owner of such Parcel n connecton wth such Owner's constructon actvtes upon such Parcel) Sgns. No bllboards or sgns of any type or character shall be erected or permtted on any part of the Property or on any Lot, except for sgns used by Declarant (or an afflate or assgnee of Declarant) to advertse the Property durng the constructon and sales perod. Nothng heren shall be deemed to prohbt attachment to the exteror of a Dwellng Unt of a sngle nameplate and a sngle address z1n

55 ' sl,. 6' -7' a1 gl l 13 :, ! ' : 19! ~ 25 plate dentfyng the occupant and the address of such Dwellng Unt or the placng upon the exteror of any Dwellng Unt (or upon the Lot contanng the Dwellng Unt) of a sngle For Sale" or '!For Lease sgn, provded that such nameplates and address plates shall be subject to the rules and regulatons of the Archtectural Corrunttee, and except that such "For Sale" or "For Lease sgn shall not have dmensons exceedng eghteen (18) nches by twenty-four {24) nches. Further, nothng heren shall be deemed to prohbt nstallaton and mantenance of drectonal sgns, subdvson dentfcaton sgns, apartment buldng dentfcaton sgns, street sgns or smlar sgns as may be approved by the Archtectural Corrunttee for nstalla on or mantenance by the Assocaton or by a Parcel Owner or. Neghborhood Assocaton. Fnally, nothng heren shall be deemed to prohbt placement on any Parcel, durng the course of constructon of ~mprovements upon such Parcel, of usual bulder and lender dentfcaton sgns, provded that any such sgns must frst be approved by the Archtectural Corrunttee as to sze, appearance and locaton Heatng, Ventlatng and Ar Condtonng Unts. No heatng, ar condtonng or evaporatve coolng unts or equpment shall be placed, constructed or mantaned upon the Property, ncludng, but not lmted to, upon the roof or exteror walls of any structure on any part of the Property unless: {a) where such unt or equpment s nstalled upon the roof of any structure upon the Property, such unt or equpment s fully screened from vew f rem any adj a cent propertes by a parapet wall whch conforms archtecturally wth such structure; or {b) n all other cases, such unt or equpment s attractvely screened or concealed from ground level vew from adj a cent propertes, whch means of screenng or concealment shall {n ether case (a) or (b)) be subject to the regulatons and approval of the Archtectural Commttee Solar Collectng Panels or Devces. Declarant recognzes- the benefts to be qaned by permttng the use of solar energy as an alternatve source of electrcal power for resdental use. At the same tme, Declarant desres to promote and preserve the attractve appearance of t~e Property and the mprovements thereon, thereby protectng the value generally of.the Property and the varous portons thereof, and of the varous Owners respectve nvestments theren. Therefore, subject to pror approval of the plans therefor by the Archtectural Commttee pursuant to Artcle 9 above, solar collectng panels and devces may be placed, constructed or mantaned upon any Lot or Parcel wthn the Property (ncludng upon the roof of any structure upon any Lot or Parcel), so long as ether: (a) such solar collectng panels and devces are placed, constructed and mantaned so as not to be vsble from ground level vew from adjacent propertes; or {b) such solar n

56 1 lf6/t1-~01 v ~;0 collectng panels and devces are placed, constructed and l mantaned n such locaton{s) and wth such means of screenng or concealment as the Archtectural Commttee may reasonably 2! deem approprate to lmt, to the extent possble, the vsual mpact of such solar collectng panels and devces when vewed 3 r by a person sx feet tall standng at ground level on adjacent 1 propertes. 4, l S S 1! a! 9: 10 : 11 ; : 14,, 4-1::> : ' 18!! 19 : 20 21! 22! s 10.8 Antennas. Poles and Towers. No televson, rado, shortwave or other antenna, pole or tower shall be placed, constructed or mantaned upon the Property {ncludng, but not lmted to, upon the roof or exteror walls of any Dwellng Unt or other structure), unless: {a) where such antenna, pole or tower s nstalled upon the roof of a Dwellng Unt or other structure, such antenna, pole or tower s fully screened and concealed from ~ew from adjacent propertes by a parapet wall whch conforms archtecturally wth the structure of such Dwellng Unt or other structure; or (b) n all other cases, such antenna, pole or tower s tully and attractvely screened or concealed from vew from adjacent propertes, whch means of screenng or concealment shall {n ether case {a) or (b)) be subject to the regulatons and approval of the Archtectural Commttee. Notwthstandng the foregong, the Board may (but shall not be oblgated to) nstall {or permt to be nstalled) upon the Common Area a televson and/or rado dsh-type" antenna desgned and ntended to serve all Owners and Occupants of the Property (or as many of such Owners and Occupants as elect to use such servce) Basketball Goals or Smlar Structures. No basketball goal or smlar structure or, devce '(whethe r mounted on a pole, wall or roof) shall be placed or constructed upon the front yard, front elevaton or front roof surface of any structure on any part of the Pro'perty {except upon the Common Area). For purposes of the foregong sentence, the term front~ shall be deemed to mean vsble from ground level vew from the street(s) runnng mmedately n front of or along the sde of a Dwellng Unt or other structure Tanks. No tanks of any knd (ncludng tanks for the storage of fuel) shall be erected, placed or mantaned on the Property unless such tanks are ether: (a) bured underground; or (b) of such sze and heght, n such locaton and attractvely screened from vew from adjacent propertes n such manner, as may be requred by the Archtectural Commttee. Nothng heren shall be deemed to prohbt use or storage upon the Property of propane or smlar fuel tanks wth a capacty of ten (10) gallons or less used n connecton wth a normal resdental gas barbecue, grll or freplace n

57 10.11 Vehcles a' g! 1Q 11 ; 2 : 13! 14 : 15 ; 16!! : : 23! 241\ 25: 26 ;:\ No prvate passenger automobles or pckup trucks shall be parked upon the Property or any roadway adjacent thereto except wthn a garage, n a prvate drveway appurtenant to a Dwellng Unt, or wthn areas desgnated for such purpose by the Board (or, n the case of an Apartment Parcel or a conaomnum development, wthn parkng lots, parkng garages or smlar desgnated parkng areas on or wthn sue~. Apartment Parcel or condomnum development) No other vehcles (ncludng, but not lmted to., mo b le homes, motor homes, boats, recreatonal vehcles, " ralers, trucks, campers, permanent tents ot smlar vehcles or equpment) shall be kept, placed or mantaned upon the Property or any roadway adjacent thereto, except: (a) wthn a fully enclosed garage appurtenant to a Dwellng Unt; or (b) n such areas and subject to such rules and regulatons as the Board may desgnate a~d adopt No vehcle (ncludng, but not lmted to, those enumerated n Subsectons and above) shall be constructed, reconstructed or repared upon the Property or any roadway adjacent thereto except wthn a fully enclosed garage No motor vehcles of any knd whch are not n operatng condton shal 1 be parked n any unenclosed parkng areas (ncludng, but not lmted to, prvate drveways appurtenant to a Dwellng Unt) S The provsons of ths Secton 10.ll shall not apply to vehcles of Declarant or a Developer owner or of ther respectve employees, agents, afflates, contractors or subcontractors durng the course of constructon actvtes upon or about the Property, although the Archtectural Commttee shall have the power and authorty to mpose and enforce reasonable regulatons upon such vehcles and ther parkng and operaton, ether as a condton to the approval of any proposed mprovements or to address any problems that may arse durng the course of constructon. 10.l.2 Underground Facltes. No cesspool or well may be dug or nst al led wthout the pror wrtten approval of the Board. No part of the Property shall be used for purposes of borng, mnng, explorng for or removng o 1 or other hydrocarbons, mnerals, gravel or earth (except to the lmted extent requred n connecton wth the normal constructon actvtes of Declarant, an afflate or assgnee of Declarant or a Parcel owner durng the applcable constructon perod) n

58 1! 2j 3' 4\ sl ' j : 17! 1a ' ! ! 25 '. 26 ~ Outdoor Burnng. There shall be no outdoor burnng of trash or other debrs, provded, however, that the foregong shall not be deemed to prohbt the use of normal resdental barbecues or other smlar outsde cookng grlls or outdoor freplaces Santaton. Garbage and refuse facltes, contaners and the lke shall be attractvely screened and camouflaged n such manner as to conceal them from the vew of neghborng Lots, Parcels, Dwellng Un ts, property, roads or streets. All equpment for the storage or dsposal of garbage or other waste shall be kept n a clean and santary condton. Al1 rubbsh, trash and garbage shall be kept only n contaners meetng applcable muncpal santaton requrements (and any applcable reasonable rules and regulatons of the Assocaton), shall be regula~.ly removed from the Property and shall not be allowed to accumulate thereon Fences. nterferences and Obstructons All fences shall be of block constructon (except as may be otherwse permtted wth the pror wrtten consent of the Archtectural Commttee) and, except as otherwse approved by the Archtectural Conunttee, shall be panted or colored to match the exteror of the structure(s) enclosed by or upon the same Lot or Parcel as such fence. No fence shall exceed sx and one-half (6 1/2) feet n heght, provded that no fence wthn ffteen (15) feet of the front property lne of a Lot or Parcel shall exceed three (3) feet n heght (provded that the Archtectural Commttee shall have the authorty to establsh and enforce even more restrctve lmtatons on the heght, locatons and appearance of fences and fence walls, ether n ndvdual cases or as a general restrcton on portons or all of the Property, where necessary or approprate, n the reasonable judgment of the Archtectural Commttee, to comply wth applcable zonng, buldng or publc safety ordnances or to preserve and protect, n a manner reasonably consstent wth the overall character of Mountanbrook Vllage, open vews). The foregong shall not apply to boundary walls or fences (f any) constructed by Declarant along property lnes boundng publc rghts-of-way, provded, however, that such boundary walls or fences shall be constructed so as to comply wth applcable muncpal zonng and other laws and ordnances. No fence shall be permtted to nterfere wth exstng recorded restrctons, dranageways or easements. Except as otherwse provded by applcable law or governmental rule or regulaton, and subject to any applcable restrctons or requrements set forth n any recorded plat of all or any part of the Property, fences may be constructed n or over a recorded utlty easement, provded, however, that should the utlty companes ever requre access to such easement, t n r.

59 '! 21 J 41? al ! 13! 14! 15 : ' 18 : 19 ; \ : 26 shall be the responsblty of the Owner of the applcable Lot or Parcel, at hs, her or ts sole expense, to remove and replace such fence No structure, shrubbery or other vegetaton shall be permtted to exst on any Lot, Parcel or other porton~of the Property, the heght or locaton of whch shall be deemed by the Archtectural Commttee ether to consttute a traffc hazard or to be unattractve n appearance or unreasonably detrmental to adjonng property. As an ad to freer movement of vehcles at and near street ntersectons and n order to protect the safety of pedestrans and the operators of vehcles and/or property, the Board or Archtectural Commttee may mpose further lmtatons on the heght of fences, walls, gateways, ornamental structures, hedges, shrubbery and other fxtures, and constructon and plantng on corner Lots or Parcels at the ntersecton of two or more streets or roadways Nusance. No rubbsh or debrs of any knd shall be placed or permtted to accumulate for any unreasonable length of tme on any porton of the Property, "'l1 no odors shall be permtted to arse therefrom, so as to render the Property or any porton thereof unsantary, unsghtly or offensve or detrmental to any other porton of the Property n the vcnty thereof or to ts Owners or Occupants. No noxous destructve or offensve actvty, or any actvty consttutng an unreasonable source of annoyance, shall be conducted on any Lot or Parcel or on the Common Area. Wthout lmtng the generalty of any of the foregong provsons, no exteror speakers, horns, whstles, bells or other sound devces, except ordnary ntercom systems or securty devces used exclusvely for securty purpose~, shall be located, used or placed on the Property. The Board n ts dscreton shall have the rght to determne. the exstence of any such actvty or tem. The Assocaton shall have the standng and authorty to ndcate legal proceeds to abase such actvty or to secure the removal of such tem. Furthermore, the Board shall have the rght to remove any such actvty or tem at the expense of the Owner responsble for the nusance (or at the expense of the Owner whose tenant, Occupant or guest s responsble for the such actvty or tem). Each Owner and Occupant shall refran from any act on or use of hs, her or ts Lot or Parcel, or the Common A.tea, whch could reasonably cause embarassment, dscomfort or annoyance to other Owners or Occupants, and the Board shall have the power to make and enforce reasonable rules and regulatons n furtherance of ths provson Dranage Alteraton; Easements. No vegetaton (except sutable ground cover) may be planted or permtted to reman on areas subject to dranage easements, as shown on Recorded plats, n such manner as to nterfere wth dranage or -53-

60 ' : 161n-7r:n V vu ! 3! 4! s! 5: 71 ' 8'! g 10!! 11! 12 1 ;: 15 16! :: ' 19! ' 2s 26: whch shall be deemed by the Board to be a detrment to utltes located under or near such vegetaton. Except as otherwse provded heren, or by applcable governmental rule, regulaton or ordnance, the owner of property subject to Recorded easements shall be responsble for mantanng sad property Clothes-Dryng Facltes. Outsde clotheslnes or other outsde facltes for dryng or arng clothes shall not be erected, placed or mantaned on any part of the Property unless they are erected, placed or mantaned exclusvely wthn a fenced yard or otherwse concealed and shall not be vsble to a person sx feet tall standng at ground level on neghbornq property ~. No anmals, lvestoc k or poultry of any knd shall be rased, bred 6'r kept on the Property, provded, however, that nothng heren shall be construed as prohbtng the keepng of a reasonable number of urdnary household pets n or on a Lot or n an Apartment Unt (subject to any more strngent regulaton or prohbtons thereof by the Owner or manager of the applcable Apartment Parcel n the rental agreement affectng such Apartment Unt), subject to rules and regulatons adopted by the Board, provded that such pets are not kept, bred or mantaned for any commercal purpose. Notwthstandng the foregong, no pets may be kept upon the Property (or on or n any Lot, Parcel or Apartment Unt) whch, n the opnon of the Board, result n any annoyance or are obnoxous to Owners or Occupants of other Lots, Parcels or Apartment Unts n the vcnty Leasng; Occuoants. Oblgatons of Tenants and Other l All leases shall be n wrtng and shall provde that the terms of the lease shall be subject n all respects to the provsons of ths Declaraton, the Artcles, the Bylaws and the rules and regulatons of the Assocaton. All tenants shall be subject to.the terms and condtons of ths Declaraton, the Artcles, the Bylaws and the rules and regulatons of the Assocaton as though such tenant were an Owner (ecept that such tenant shall not have any votng rghts appurtenant to the Lot, Parcel or Apartment Unt occuped by such tenant except pursuant to an express wrtten assgnment complyng wth Subsecton 3.2.l hereof). Each Owner shall cause hs, her or ts tenants or other Occupants to comply wth ths Declaraton, the Artcles, the Bylaws and the rules and regulatons of the Assocaton and, to the extent permtted by applcable law, shall be responsble and lable for all volatons and losses caused by such tenants or Occupants, notwthstandng the fact that such tenants or n

61 :! l6ju-/o Occupants are also fully lable for any volaton of each and 1 j all of those documents. 2! n the event that a tenant or other Occupant volates any provson of ths Declaraton, the Artcles, the Bylaws and the rules and regulatons of the Assocaton, the Assocaton shall have the power to brng an acton or sut aganst such tenant or other Occupant to recover sums due for damages or njunctve relef, or for any other 5 remedy avalable at law or equty. The Assocaton's costs n dong so, ncludng, but not lmted to, reasonable attorneys 6 fees, together wth nterest as provded n Secton ! 11! 12 13! 14 ' hereof, ~hall be rembursed by the tenant or other Occupant to the Assocaton {or, n the absence of rembursement by the tenant or other Occupant, or at the electon of the Board, by the Owner of the Lot, Parcel,, or Apartment Unt occuped by such tenant or other Occupant) and consttute a len on the applcable Lot or Parcel whch shall have the prorty, and may be enforced n the manner, descrbed n Secton 8.4 hereof The Board shall also have the power to suspend the rght of the tenant or other Occupant to use the recreatonal facltes on or consttutng a part of the Common Area for any volaton by the tenant or other Occupant of any duty mposed under ths Declaraton, the Artcles, the Bylaws or the rules and regulatons of the Assocaton and, where approved by Members holdng a majorty of the votes n each class of Members represented n Person or by vald proxy at a meetng of Members duly called for such purpose, to mpose reasonable monetary fnes upon the tenant or the Owner of the applcable Lot or Parcel, or both. No suspenson hereunder of the rght of a tenant or other Occupant to use the recreatonal f ac l tes on or consttutng part of the Common Area may be for a perod longer than s%ty (60) days e%cept where the tenant or other Occupant fals or refuses to cease or correct an on-gong volaton or commts the same or another volaton, n whch event such suspenson may be e%tended for addtonal perods not to e%ceed sxty { 60) days each unt 1 such volaton ceases or s corrected; the foregong lmtaton shall not affect or prevent termnaton of the applcable lease f permtted by the terms of sad lease or otherwse by applcable law No Owner may lease less than hs, her or ts entre Lot. No Lot may be leased for a perod of less than thrty {30) days. Upon leasng hs, her or ts Lot, an Owner shall promptly notfy the Assocaton of the commencement and termnaton dates of the lease and the names of each tenant or other Person who wll occupy the Lot durng the term of the lease. Ths Subsecton shall not apply to rental or leasng of Apartment Unts on an Apartment Parcel. -55-

62 1 2 3; 4' s 61 7 a The provsons of.ths Secton shall not apply to Declarant 's use of Lots or Apartment Un ts owned by (or leased to) Declarant as a model home, model Apartment Unt or offce or for marketng purposes pursuant to Secton Storage and Tool Sheds or Structures. No storage or tool sheds or smlar structures shall be placed, erected or mantaned upon any part of the Property except: (a} where such storage or tool shed or smlar structure s constructed as an ntegral part of a Dwellng Unt or apartment buldng (ncludng materals, color and the lke); or (b) where such storage or tool shed or smlar structure s temporarly placed on the Property by Declarant, an afflate or assgnee of Declarant, or the Owner of an Apartment Parcel n connecton wth constructon actvtes of Declarant,. such afflate or assgnee of Declarant, or such.apartment Parcel Owner e 17 18! Landscapng and Mantenance. Wthn sxty ( 60) days of acqurng a Lot (other than a Condomnum Unt), each Owner (other than Oeclarant or a Developer Owner) shall landscape, f not already landscaped, such Lot and any publc rght-of-way areas (other than sdewalks or bcycle paths) lyng between the front or sde boundares of such Lot and an adjacent street, except where the nstallaton or mantenance (or both) of landscapng wthn any publc rght-of-way area s desgnated on a Recorded plat Recorded by or wth the wrtten approval of Declarant as beng the responsblty of the Assocaton. Except n the case of an Owner whose Lot s stuated wthn or on property subjected to the provsons of a Recorded declaraton of covenants, condtons and restrctons, a Recorded declaraton of. condomnum or any other Recorded nstrument oblgatng a Neghborhood Assocaton to mantan landscapng, each Owner shall mantan the landscapng on such Owner's Lot and any publc rght-of-way.. areas lyng between the front or sde boundares of such Lot and an adjacent street and shall keep the land free of debrs and weeds at all tmes and promptly repar portons of the landscapng whch have been damaged. n the case of an Owner whose Lot s stuated wthn or on property subjected to the provsons of a Recorded declaraton of covenants, condtons and restrctons, a Recorded declaraton of condomnum or any other Recorded nstrument oblgatng a Neghborhood Assocaton to mantan landscapng, sad Neghborhood Assocaton shall be responsble for performng wth respect to sad property (and any publc rght-of-way areas lyng between the boundares of such property and adj a cent streets) the mantenance and repar oblgatons mposed by the precedng sentence and n the followng provsons of ths Secton Each Owner (or the applcable Neghborhood Assocaton, f approprate) shall mantan the aforementoned landscapng and exteror of the Owner's Dwellng Unt n n

63 ].J.. 4 s, ! 12 13! 14! 15! 16 \ 171 :: accordance wth standards prescrbed by the Board and otherwse n a manner and to a level not less than the standards of qualty establshed by the Board wth respect to the qualty, quantty and frequency of waterng, mowng, weedng, trmmng, fertlzng, pantng and the lke. n the event any Owner or Neghborhood Assocaton, as applcable, fals to perform the oblgatons" provded heren, the Assocaton may, at the dscreton of the Board, perform those oblgatons at the expense of such Owner. or Neghborhood Assocaton, whch expense, together wth attorneys fees and nterest as provded n Secton hereof, shall be secured by the len on such Owner's Lot or upon all Lots n such Neghborhood Assocaton, as applcable, establshed by Secton 8. 3 hereof. The provsons of ths Secton shall not apply to any Lot or other property owned by Declarant. Ths Secton shall not apply to Apartment Parcels or the Owner(s} thereof, provded that other or smlar provsons relatng to landscapng and mantenance of one or more Apartment Parcels or structures thereon may be mposed by a duly adopted and Recorded Parcel Declaraton or smlar nstrument Reco rded: (a} by Declarant pror to conveyance of such Parcel to another Owner; or (b} by the Owner of such Parcel wth the pror wr tter. appro.ral of Declarant Roof Materals. The roof of each Dwellng Unt (or of any buldng contanng Dwellng Unts) wthn the Property shall consst of concrete or clay tle, unless such Dwellng Unt has a flat roof wth no ptch (.e., a horzontal roof} Encroachments. There are reserved and granted for the beneft of each Lot and each Apartment Parcel, over, under and across each other Lot and Apartment Parcel and the Common Area, and for the beneft of the Common Area, over, under and across each Lot and each Apartment Parcel, nonexclusve easements for encroachment, support, occupancy and use of such portons of Lots, Apartment Parcels and/or Common Area as are encroached upon, used and occuped as a result of any orgnal constructon desgn, accreton, eroson, deteroraton, decay, errors n orgnal constructon, movement, settlement, shftng or subsdence of any buldng or structure or any porton thereof, or any other cause. n the event any mprovements on a Lot or Apartment Parcel or on the Common Area are partally or totally destroyed, the encroachment easement shall exst for any replacement structure whch s rebult pursuant to the orgnal constructon desgn. The easement for the mantenance of the encroachng mprovement (s) shall exst for as long as the encroachment exsts; provded, however, that no easement of encroachment shall be created due to the wllful msconduct of the Assocaton or any Owner. Any easement of ln

64 1!! encroachment may but need not be restoraton of the structure. cured by repar and r 3: 4 sj 6' 71 a: g 10 : ; ' 14 1 s : :, 19 : 20 l \ 24 j 25 \ 26 ' Developer's Easement for Annexable Property. Declarant shall have, and hereby expressly reserves, for tself and ts agents, successors and assgns, an easement over and across the Common Area for the purposes of reasonable ngress to and egress from, over and across the Property, ncludng prvate roads and pathways, to the Annexable Property untl all of the Annexable Property s fully developed and sold to retal purchasers. 10~26 Mscellaneous. The Board, n ts good fath dscreton, s hereby authorzed to grant such wavers of the restrctons contaned n ths Artcle 10 as - t shall deem approprate n the crcumstances, so long as the use permtted by such waver shall not re sult n an unsafe, unsantary or aesthetcally dspleasng condton and shall not result, n the Board's dscreton,!.n a substant;;.l departure from the corrur.on plan of development contemplated by ths Declaraton. n addton, all portons of the Property shall contnue at all tmes to be subject to any and all applcable zonng laws and ordnances, provded, however, that where the provsons of ths Declaraton are more restrctve than such laws or ordnances, the provsons of ths Declaraton shall control. ARTCLE 11 PARTY WALLS 11.l General Rules of Law to Applv. Each wall or fence whch s located between two Lots, between two Parcels, between a Parcel and- a Lot, or- between a Lot or Parcel and Common Area shall consttute a party wall, and, to the extent not nconsstent wth the provsons of ths Artcle 11, the general rules of law regardng party walls and lablty for property damages due to neglgent or wllful acts or omssons shall apply thereto. (For purposes of ths Artcle 11 only, n the case of a party wall between a Lot or Parcel and Common Area, n nterpretng the provsons of ths Artcle the Common Area bounded by such wall shall be deemed to be a Lot and the Assocaton shall be deemed to be the 0wner of such Lot. ) 11.2 Repar and Mantenance. No Owner or Occupant of any Lot or Parcel (or any tenant, guest, nvtee, employee or agent of such Owner or Occupant) shall do or permt any act (or omt to do any act) that wll or does damage, destroy or mpar the structural soundness or ntegrty of any party wall, or whch would cause any party wall to be exposed to the elements, and, n the event any such Owner, Occupant, tenant, guest, nvtee, employee or agent does or permts any such act (or so n

65 16 1n-70c V. 'J.J omts to do any act), such Owner's or Occupant's lablty wth respect to such damage, destructon, mparment or exposure shall be d~termned n accordance wth applcable law ; !, 14! 15! ' ' 18 ' j 19 ' 20 l 21 22' 23 ' 24 \ 25' 261 ' Sharng of Repar and Mantenance. n the event any repar, mantenance or reconstructon of any party wall shall be recessary (other than due to the neglgence or wllful act or omsson of the Owner or Occupant of one Lot or Parcel, or such Owner's or Occupant's tenants, guests, nvtees, employees or agents) the cost thereof shall be borne equally by the Owners and/or Occupants of the Lot(s) or Parcel(s) havng n cormnon such party wall, and n the event any Owner (or Occupant) fals or refuses tmely to pay such Owner's (or Occupant's') share of such cost, the other Owner (or Occupant) shall have the rght to pay n full such cost and recover from such Owner (or Occupant) su~p Owner's (or Occupant's) share of such cost (together wth nterest as provded n Secton of ths Declaraton) Consents to Modfcaton. No Owner or Occupant shall alter or modfy any party wall n any respect wthout havng frst obtaned the wrtten consent of the Owner of the other Lot or Parcel adjonng such party wall, provded that such consent shall not be requred n the case of repar or restoraton of such party wall to ts condton pror to any damage or destructon f the neglgence or wllful act or omsson of the Owner or Occupant of such other Lot or Parcel was the cause of such damage or destructon and such Owner or Occupant fals or refuses to repar or restore such party wall promptly upon the request of the other Owner or Occupant. Any consent requred by ths Secton 11.4 shall be n addton to and not n subst tut;~on for the consents or approvals of the Archtectural Cormnttee requred by ths Declaraton or of any muncpal or other governmental body havng jursdcton over the Property Non-Aoplcablty to Condomnums and Apartment Unts. The provsons of ths Artcle 11 are not ntended to, and shall not, apply to walls between Condomnum Unts or between Apartment Unts. ARTCLE 12 GENERAL PROVSONS 12.1 ~- The covenants, condtons and restrctons of ths Declaraton: (a) shall run wth and bnd the Property; (b) shall nure to the beneft of and shall be enforceable by the Assocaton or by the owner of any property subject to ths Declaraton, ther respectve legal representatves, hers, successors and assgns; and (c) shall reman n full force and -59-

66 161n_7."'~ V UV ' : ! 18 : ' effect untl January 1, 2039, at whch tme sad condtons, covenants and restrctons, unless revoked by an affrmatve vote of: () Members holdng not less than seventy-fve percent (75'%) of all Class A votes then enttled to be cast;.aru () so long as the Class B membershp s n exstence, Declarant, shall automatcally be extended for successve perods of twenty-fve (25) years each, untl revoked n the manner provded above. Notwthstandng any such revocaton of ths Declaraton, each Owner of a Lot or Parcel (and such Owner's Occupants, tenants, agents, guests and nvtees) shall nevertheless have a permanent easement across the Common Area for access to such Lot or Parcel and for access to and use of such recreatonal facltes as may exst on the Common Area at the tme of such revocaton Amendment. Except as otherwse provded heren (and subject to the provson's of Sectons , , and 12.13), ths Declaraton may be amended only by the affrmatve vote (n person or by proxy) or wrtten consent of: () Members holdng not less than seventy-fve percent (75\) of all Class A votes then enttled to be cast; and () so long as the Class B membershp s n exstence, Declarant. No amendment to ths Declaraton shall be effectve unless and untl such amendment s Recorded. n addton to and notwthstandng the foregong: (a) so long as the Class B membershp exsts, no amendment to ths Declaraton shall be effectve wthout the pror approval of the Federal Housng Admnstraton and the Veterans Admnstraton; and (b) no amendment of a materal nature to ths Declaraton (or to the Artcles or the Bylaws) shall be effectve unless approved by Elgble Mortgage Holders representng at least ffty-one percent (51\) of all Lots subject to Frst Mo~_tqages held by Elgble Mor.tgage Holders. A change to any of the followng would be consdered to be a change of a materal nature: provsons relatng to votng rghts n the Assocaton; provsons relatng to Assessments, Assessment lens or subordnaton of Assessments; provsons relatng to reserves for mantenance and repars; provsons relatng to Owners' rghts to use the Common Area; boundares of any Lot; vce versa; converson of any Lot nto Common Area or n

67 ' <. 111"' 7(' U- 'J 1 2' 31 4 sl 6 7[ 81 g, 10 11! : ' ' addton or annexaton of property to, or wthdrawal, removal or deleton of property from, the Property, or addton or annexaton of any property to, or w thdrawa 1, removal or deleton of any property from, the Common Area (except to the lmted extent certan addtons, annexatons, wthdrawals, removals or deletons are expressly permtted wthout ap:proval of or notce to the holders, nsurers or guarantors of any Mortgage by Artcle 6 of ths Declaraton); bonds; provsons relatng to nsurance or fdelty provsons relatng to the leasng of Lots (or Dwellng Unts thereon); provsons relatng to the rght of an Owner to sell or transfer such Owner's Lot; ll restoraton or repar of any structures or mprovements on the Common Area followng a hazard damage or condemnaton n a manner other than as specfed n ths Declaraton; any acton to dssolve or otherwse termnate the Assocaton or the legal status of the Property after substantal destructon or condemnaton of mprovements on the Property occurs; or any provsons that expressly beneft the holders, nsurers or guarantors of Mortgages. An Elgble Mortgage Holder shall be deemed to have approved a proposed materal chan-ge f such Elgble Mortgage Holder fals to submt-to the Assocaton a response to a wrtten notce of the proposed materal change wthn thrty (30) days after ts recept of such notce, so long as such notce s sent by certfed or regstered mal, return recept requested ndemnfcaton. The Assocaton shall ndemnfy each and every offcer and drector of the Assocaton (ncludng, for purposes of ths Secton, former offcers and drectors of the Assocaton) aganst any and all expenses, ncludng attorneys' fees, reasonably ncurred by or mposed upon any offcer or drector of the Assocaton n connecton wth any acton, sut, or other proceedng (ncludng settlement of any sut or proceedng, f approved by the Board servng at the tme of such settlement) to whch he or she may be a party by reason of beng or havng been an offcer or drector of the Assocaton, except for ther own ndvdual wllful msfeasance, malfeasance, msconduct or bad fath. The offcers and drectors shall have no personal lablty wth n

68 respect to any contract or other corruntment made by them, n 1 1.! good fath, on behalf of the Assocaton (except ndrectly to the extent that such offcers or drectors may also be Members 2: of the Assocaton and therefore subject to Assessments here- 1 under to fund a labty of the Assocaton), and the 3! Assocaton shall ndemnfy and forever hold each such offcer and drector free and harmless from and aganst aganst any and 4 : all lablty to others on account of any such contract or commtment. Any rght to ndemnfcaton provded for heren 5 1. shall not be exclusve of any other rghts to whch any offcer or drector, or former offcer or drector of the Assocaton, 6! may be enttled. f the Board deems t approprate, n ts j sole dscreton, the Assocaton may advance funds to or for 7 the beneft of any drector or offcer (or former drector or offcer) of the Assocaton who may be enttled to ndemnfca- 8 j ton hereunder to enable such Person to meet on-gong costs and expenses of def endng hmsel! or herself n any acton or pro- 9 1 ceedng brought aganst such Person by reason of hs or her beng, or havng been, an offcer or drector of the 10 Assocaton. n the event t s ultmately determned that a current or former offcer or drector to whom, or for whose : 15! ! 18 : 19 : beneft, funds were advanced pursuant to the precedng sentence does not qualfy for ndemnfcaton pursuant to ths Secton 12.3 or otherwse under the Artcles, Bylaws or applcable law, such current or former offcer or drector shall promptly upon demand repay to the Assocaton the total of such funds advanced by the Assocaton to hm or her, or for hs or her beneft, wth nterest (should the Board so elect) at a rate not to exceed ten percent (10\) per annum from the date{s) advanced untl pad Easements for Utltes. There s hereby reserved to the Assoc-aton the power to grant blanket easements upon, across, over and under all of the Common Area for nstallaton, replacement, repar, and mantenance of master televson antenna systems, securty and smlar systems, and all utltes, ncludng, but not lmted to, water, sewers, telephones, cable televson, gas and electrcty, and for delverng or provdng publc or muncpal servces such as refuse collecton and fre and other emergency vehcle access (whch easements shall also nclude approprate rghts of ngress and egress to facltate such nstallaton, replacement, repar and mantenance, and the delvery or provson of such publc, muncpal or emergency servces), provded, that no such easement shall nterfere wth a Dwellng Unt, Apartment Unt or apartment buldng or ther reasonable use or wth Declarant's constructon and sales actvtes and such easements shall requre the holder of the easement to repar any damage caused to the property of any Owner. Should any entty furnshng a servce covered by the general easement heren provded.request a specfc easement by separate n

69 l 41 sl ! l, 12 ' 13! 14! 15 ' ' 19: Recordable document, the Assocaton shall have the rght to grant such easement on sad property n accordance wth the terms hereo,f. 12. s No Partton. No Person acqurng any nterest n the Property or any part thereof shall have a rght to, nor shall any''"person seek, any judcal partton of the Common Area, nor shall any Owner sell, convey, transfer, assgn, hypothecate or otherwse alenate all or any of such Owner s nterest n the Common Area or any funds or other assets of the Assocaton- except n connecton wth the sale, conveyance or hypothecaton of such Owner's Lot or Parcel (and only appurtenant thereto), or except as otherwse expressly permtted heren. Tl::s Secton shall not be construed to prohbt the Board from acqurng and dsposng of tangble personal property nor from acqurng or d1sposng of ttle to real property (other than dsposton of ttle to the Common Area) whch may or may not be subject to ths Declaraton Severablty; nterpretaton; Gender. nvaldaton of any one of these covenants or restrctons by judgment or court order shall n no way affect any other provsons whch shall reman n full force and effect. The provsons hereof shall be construed and nterpreted wth reference to the laws of the State of Arzona. Where the context hereof so requres, any personal pronouns used heren, whether used n the masculne, femnne or neuter gender, shall nclude all genders, and the sngular shall nclude the plural and vce versa. Ttles of Artcles and Sectons are for convenence only and shall not affect the nterpretaton hereof Perpetutes. f. any of. the covenants, condtons, restrctons --or other provsons of ths Declaraton shall be unlawful, vod or vodable for volaton of the rule aganst perpetutes, then such provsons shall contnue only untl twenty-one (21) years after the death of the last survvor of the now lvng descendants of the person holdng the offce of Presdent of the Unted States on the date ths Declaraton s Recorded. 12~8 Enforcement. Subject to Secton 9.1, the Assocaton shall have the standng and power to enforce the provsons of ths Declaraton, the Artcles, the Bylaws and the rules and regulatons of the Assocaton, and the provsons of any other Recorded document pertanng to any Lot or Lots, or Parcel or Parcels, and ts costs n dong so, ncludng, but not lmted to, reasonable attorneys fees, together wth nterest thereon from the date the costs are expended at a rate equal to the greater of: (a) ten percent (10\) per annum; or (b) the annual rate of nterest then n effect for new resdental frst prorty mortgage loans Zln

70 guaranteed by the Veterans Admnstraton, shall consttute a 1 len on all Lots and Parcels owned by the Owner or Owners aganst whom the acton s taken (or aganst whose Occupants 2 the acton s taken), whch len shall have the prorty and may be enforced n the manner. de~crbed ~ Secton Further, any Owner shal 1 have the standng and the rght to brng an acton aganst the Assocaton for any volaton or 4 1 breach by the Assocaton of any provson hereof or of the Artcles or the Bylaws. n addton, any Owner or Owners shall s ' have the standng and power to enforce the provsons of ths Declaraton, the Artcles and the Bylaws, and the prevalng party or partes n any acton by an Owner or Owners to enforce any such provsons shall be enttled to recover from the other party or partes ts or ther costs n such acton (ncludng reasonable attorneys' fees), together wth nterest thereon at a rate equal to the greater of: (a) ten percent ( 10%) per annum; or (b) the annual rate of nterest then n effect for new loans guaranteed by the Veterans Admnstraton, and shall further be enttled to have all such costs (ncludng such nterest) ncluded n any judgment awarded to the prevalng party or partes n such acton. Falure by the Assocaton or by any Owner to take any such enforcement acton shall n no event be deemed a waver of the rght to do so thereafter : : 16! ~ ' Property Held n Trust. Any and all portons of the Property (and of the Annexable Property) whch are now or hereafter held n a subdvson or smlar trust or trusts (or smlar means of holdng ttle to property), the benefcary of whch trust(s) s Declarant, shall be deemed for all purposes under ths Declaraton to be owned by Declarant and shall be treated for all purposes under ths Declaraton n the same manner as f such property were owned n fee by Declarant. No conveyance, assgnment or other transfer of.any rght, ttle or nterest n or to any of such property by Declarant to any such trust (or the trustee thereof) or to Declarant by any such trust {or the trustee thereof) shall be deemed for purposes of ths Declaraton to be a sale of such property or any rght, ttle or nterest theren FHA/YA Approval. So long as the Class B membershp s n exstence, the followng actons shall not be taken wthout the pror approval of the Federal Housng Admnstraton and the Veterans Admnstraton: (a) annexaton of addtonal propertes to the Property (except to the extent such annexaton s n accordance wth a plan of annexaton or expanson prevously approved by such agences); (b) dedcaton of any part or all of the Common Area; or (c) amendment of ths Declaraton Guarantors. Notces to Certan Mortgage Holders. nsurers or The Assocaton shall gve tmely wrtten notce Zln

71 1610-ll 1 of any of the followng actons, events or occurrences to any holder, n~urer or guarantor of a Mortgage who or whch, pror to such acton, event or occurrence, shall have made wrtten request to the Assocaton for such notce (whch wrtten request shall state the name and address of such holder, nsurer or guarantor and the Lot number or street address of the Lot to whch the applcable Mortgage pertans): Any condemnaton or casualty loss that affects ether a materal porton of the Property or the Lot securng the applcable Mortgage; Any delnquency lastng sxty (60) days or more r payment of any assessments or other charges owed to the Assocaton by the Owner o.f the Lot securng the applcable Mortgage, or any other breach' or default hereunder by the Owner of the Lot securng the applcable Mortgage whch s not cured wthn sxty ( 60) days after notce thereof from the Assocaton to such Owner; Any lapse, cancellaton ~= materal modfcaton of any nsurance polcy or fdelty bond mantaned by the Assocaton; or 13 '! 14 15! 161 t 7 18! 19 : 20: 21 22' 23! \1 \l 26: \ Any proposed acton whch requres the consent of a specfed percentage of Elgble Mortgage Holders, as provded n Secton 12.2 hereof Dssoluton or Termnaton of the Assocaton or Legal Status of the Property. No acton to d~solve or otherwse termnate the Assocaton or the legal status of the Property for any rea~on other than the substantal destructon or condemn aton of the Property shall be taken wthout the consent of Elgble Mortgage Holders representng not less than sxty-seven percent (67\) of all Lots subject to Frst Mortgages' held by Elgble Mortgage Holders Amendments Requested by Governmental Agency. Notwthstandng any other provson of ths Declaraton, Declarant shall have the rght to amend all or any part of ths Declaraton to such extent and wth such language as may be requested by the Federal Housng Admnstraton, Veterans Admnstraton, Federal Natonal Mortgage Assocaton, Federal Home Loan Mortgage Corporaton or other governmental or quasgovernmenta l agency whch ssues, guarantees, nsures or purchases Mortgages (or securtes or other debt nstruments backed or secured by Mortgages), or otherwse governs transactons nvolvng Mortgages or nstruments evdencnq same, or otherwse governs development of the Property or the Annexable Property, as a condton to such agency s approval of ths Declaraton, the development encompassng the Property or any n

72 1610-7! ! : ' subdvson consttutng a part of the Property. Any such amendment shall be effected by Oeclarant's Recordng an nstrument executed by Oeclarant and approprately acknowledged, specfyng the governmental or quas-governmental agency requestng such amendment and settng forth the approprate amendatory language. Recordng of such amendment shall consttute conclusve proof of such governmental or quasgovernmental agency's request for such amendment. Such amendment shall be effectve, wthout the consent or approval of any other Person, on and as of the date the same s Recorded, and shall thereupon and thereafter be bndng upon any and all Owners or other Persons havng any nterest n all or any pa.rt of the Property. Except as expressly provded n ths Secton, nether Declarant nor any other Person{s) shall have the rght to amend ths Declaraton except n accordance wth and pursuant to the other provsons and requrements of ths Declaraton Number of pays. n computng the number of days for purposes of any provson of ths Declaraton or the Artcles or Bylaws, all days shall be counted ncludng Saturdays, Sundays and holdays; provded however, that f the fnal day of any tme perod falls on a Saturday, Sunday or legal holday, then the fnal day shall be deemed to be the next day whch s not a Saturday, Sunday or legal holday Declarant's Rght to Use Smlar Name. The Assocaton hereby rrevocably consents to the use by any other nonproft corporaton whch may be formed or ncorporated by Declarant of a corporate name whch s the same as or deceptvely smlar to the name of the Assocaton provded one or more words are added to the name of such other corporaton to make the name of the-assocaton dstngushable from the name of such other corporaton. Wthn fve (5) days after beng requested to do so by the Declarant, the Assocaton shall sgn such letters, documents or other wrtngs as may be requred by the Arzona Corporaton Commsson n order for any other nonproft corporaton formed or ncorporated by the Declarant to use a corporate name whch s the same or deceptvely smlar to the name of the Assocaton Temporary Sgn Easement. Declarant hereby reserves to tself and ts agents a temporary easement over, upon and across those portons of the Common Area adjacent to publcly dedcated streets and roadways for purposes of nstallng and mantanng sgns dentfyng Persons buldng upon or developng portons of the Property (and Trustee jons n such reservaton). The easement reserved hereby shall expre and termnate upon completon of constructon and sales actvtes upon the Property, but n no event later than twenty (20) years after the date ths Declaraton s Recorded n

73 0 J ~ sl 11.! al 9/ '. : 15! ; l! Notce of Volaton. The Assocaton shall have the rght to Record a wrtten notce of a volaton by any Owner or Occupant of any restrcton or provson of ths Declaraton~, the Artcles, the Bylaws or the rules and regulatons of the Assocaton. The notce shall be executed and acknowledged by an offcer of the Assocaton and shall contan substantally the followng nformaton: (a) the name of the Owner or Occupant; (b) the legal descrpton of the Lot or Parcel aganst whch the notce s beng Recorded; (c) a bref descrpton of the nature of the volaton; (d) a statement that the notce s beng Recorded by the Assocaton pursuant to ths De~laraton; and (e) a statement of the specfc steps whch must be taken by the Lot or Parcel Owner or Occupant -to cure the volaton. Recordaton of a notce of volaton shall serve as a 'notce to the Owner and Occupant, and to any subsequent purchaser of the Lot or Parcel, that there s such a volaton. f, after the Recordaton of such notce, t s determned by the Assocaton that the volaton referred to n the notce does not exst or that the volaton ref erred to n the - notce has been cured, the Assocaton shall Record a notce of complance whch shall state the legal descrpton of the Lot or Parcel aganst whch the notce of volaton was Recorded, the Recordng data of the notce of volaton, and shall state that the volaton referred to n the notce of vo 1 a t on has been cured or, f such be the case, that t dd not exst. Notwthstandng the foregong, falure by the Assocaton to Record a notce of volaton shall not consttute a waver of any exstng volaton or evdence that no volaton exsts Declarant's Dsclamer of Representatons. Notwthstandng anythng to the contrary heren, Declarant makes no warrantes--or representatons- whatsoever that the. plans presently envsoned for the complete development of Mountanbrook Vllage can or wll be carred out, o~ that any real property now owned or hereafter acqured by t s or wll be subjected to ths Declaraton, or that any such real property (whether or not t has been subjected to ths Declaraton) s or wll be commtted to or developed for a partcular (or any) use, or that f such real property s once used for a partcular use, such use wll contnue n effect. Whle Declarant has no reason to beleve that any of the restrctve covenants contaned n ths Declaraton are or may be nvald or unenforceable for any reason or to any extent, Declarant makes no warranty dr representaton as to the present or future valdty or enforceablty of any such restrctve covenant. Any Owner acqurng a Lot or Parcel n relance on one or more of such restrctve covenants shall assume all rsks of the valdty and enforceablty thereof and by acceptng a deed to the Lot or Parcel agrees to hold Declarant harmless therefrom. 26! n

74 1 : 2 : 3 ', 4 / 5' : : 16 - ' ; ! 21 ' 22! 23 24: 25.1 " 26 : Qeclarant'S Rghts. Any or all of the specal rghts and oblgatons of the Declarant may be transferred to other Persons, provded that the transfer shall not reduce an oblgaton nor enlarge a rght - beyond that contaned heren, and provded, further, that no such transfer shall be effectve unless t s n a wrtten nstrument sgned by the Declarant ~.. and duly Recorded. Nothng n ths Declaraton shall be construed to requre Declarant or any successor to develop any of the Annexable Property n any manner whatsoever. Notwthstandng any provsons contaned n ths Declaraton to the contrary, so long as constructon and ntal sale of Lots shall contnue, t shall be expressly permssble for Declarant to mant~n and carry on upon portons of the Common Area such facltes and actvtes as, n the ~ole opnon of Declarant, may be reasonably requred, convenent or ncdental to the 8 constructon or sale of sue~ Lots, ncludng, but not lmted to, busness offces, sgns, model unts and sales offces, and 9 Declarant shall have an easement for access to such f acl- 1 tes. The rght to mantan and carry on such facltes and 10 actvtes shall nclude specfcally the rght to use Lots owned by Declarant and any clubhouse or communty center whch may be owned by the Assocaton, as models, sales offces and other purposes related to Declarant s sales actvtes on the Property and the Annexable Property. So long as Declarant contnues to have rghts under ths Secton, no Person shall Record any subdvson plat or map, any declaraton of covenants, condtons and restrctons, any declaraton of condomnum or any smlar nstrument affectng any porton of the Property wthout Declarant' s revew and wrtten consent thereto, and any attempted Recordaton wthout complance herewth shall result n such subdvson plat or map, declaraton of covenants, condtons and restrctons, declaraton of con- - domnum or smlar "nstrument beng vod and of no force and effect unless subsequently approved by Recorded consent sgned by Declarant. Ths Secton may not be amended wthout the express wrtten consent of Declarant; provded, however, the rghts contaned n ths Secton shall termnate upon the earler of: (a) twenty (20) years from the date ths Declaraton s Recorded; or (b) upon Recordng by Declarant of a wrtten statement that all sales actvty has ceased Amendments Affectng Declarant Rghts. Notwthstandng any other provson of_ ths Declaraton, no provson of ths Declaraton (ncludng but not lmted to, ths Secton) whch grants to or confers upon Declarant any rghts, prvleges, easements, benefts or exemptons (except for rghts, prvleges, easements, benefts, or exemptons granted to or conferred upon Owners generally) shall be modfed, amended or revoked n any way, so long as Oeclarant or Trustee owns any porton of the Property or any porton of the n

75 16u-75 Annexable Property, wthout the express wrtten consent of 1 Declarant :21 References to VA and FHA. n varous places throughout ths Declaraton, references are made to the 3 Veterans : Admnstraton ( va ) and the Federa 1 Housng 1 Admnstrat;on ("FHA ) and, n partcular, to varous consents 4 1 or approv~ls requred of ether or both of such agences. These references are ncluded so as to cause ths Declaraton 5 to meet certan requrements of such agences should Oeclarant submt the,.mountanbrook Vllage project (or portons thereof) ! for approval by ether or both of such agences. However, Declarant shall have no oblgaton to submt the Mountanbrook Vllage project (or any porton thereof) for approval by ether or both of-such agences, and Declarant shall have full dscreton whether to submt the Mountanbrook Vllage project (or any porton thereof) for approval by ether or both of such agences. Unless and untl the VA or the FHA shall have approved the Mountanbrook Vllage project, and at any tme durng whch both: (a) such approval, once gven, shall be revoked, wthdrawn, cancelled or suspended; and (b) there are no. outstandng mortgages or deeds of trust Recorde~ aganst any Lot or other porton of the Property to secure payment of an FHA-nsured or VA-guaranteed loan, all references heren to requred approvals or consents of such agences shall be deemed null and vod ~nd of no force or effect Afflates of peel a rant. For the specfc purposes enumerated below n ths Secton 12.22, any and all Lots, Parcels and other portons of the Property owned by any one or more of the followng Persons shall be treated as f owned by Declarant unless and to the extent.otherwse expressly provded to the contrary n ~- Recorded nstrument sgned by Oeclarant and the applcable Person lsted below: (a) Realty Dealers, Ltd., an llnos lmted partnershp; (b) UDC-Unversal Development, L.P., a Delaware lmted partnerhsp dong busness n the State of Arzona as UDC Homes Lmted Partnershp; (c) Kngs Ranch Lmted Partnershp, an llnos lmted partnershp; (d) SM Management, nc., an llnos corporaton; (e) UDC Corporaton, a Delaware corporaton; (f) UDC Advsory Servces, nc., an llnos corporaton; (g) any Person controllng, controlled by or under common control wth any one or more of Oeclarant and the Persons lsted n paragraph (a) through (f), nclusve, above; (h) any general or lmted partnershp or jont venture n whch any one or more of Declarant and the Persons lsted or descrbed n paragraphs (a) through (g), nclusve, above s or are general partner(s) or jont venturer(s); and () any trustee of a subdvson or smlar trust, the benefcary of whch s any one or more of Declarant and the Persons lsted or descrbed n paragraphs (a) through ( h), nclusve, above. The purposes for whch Lots, n

76 l " Parcels and other portons of the Property owned by the Persons 1 lsted or descrbed above shall be treated as f owned by Declarant shall be as follows: (1) for purposes of deter- 2 1 mnng the number and class of votes attrbutable to Lots and Parcels wthn the _Property; {2) for purposes of determnng 3 '. the amounts and commencement dates of Assessments wth respect to Lots and Parcels wthn the Property; and (3) for purposes 4 of Artcles 9 and 10 of ths Declaraton. Absent wrtten agreement to the contrary between Declarant and the applcable 5 Person lsted or descrbed n paragraph (a) through (), nclusve, above, so long as the Class B membershp remans n exs- 6 tence, Declarant shall be enttled to cast all Class B votes attrbutable to Lots, Parcels or other property owned by such 7 Person(s). ~ ! 251 ART.CLE LF COURSES 13.l Dsclamers Regardng Golf Courses. All Persons, ncludng all Owners, are hereby advsed that no representatons or warrantes have been or are made by Declarant or any other Person wth regard to the contnung ownershp, operaton or confguraton of, or rght to use, any golf course wthn near or adjacent to the Property, whether or not depcted on the Mountanbrook Vllage Development Plan or any other land use plan, sales brochure or other marketng dsplay or plat. No purported representaton or warranty, wrtten or oral, n such regard shall ever be effectve wthout an amendment hereto executed by Declarant. Further, the ownershp, operaton or confguraton of, or rghts to use, any such golf course may change at any tme and- from tme. to tme for reasons ncludng, but not lmted to: (a) the purchase or assumpton of operatons of any such golf course by an ndependent Person; (b) the converson of any such golf course's membershp structure to an equty club or smlar arrangement whereby the members of such golf course or an entty owned or controlled thereby become the owner{s) and/or operator(s) of such golf course; (c) the conveyance, pursuant to contract, opton or otherwse, of such golf course to one or more afflates, shareholders, employees or ndependent contractors of Declarant; or (d) the conveyance of any such golf course to the Master Communty Assocaton, the Assocaton or any other assocaton. As to any of the foregong or any other alternatve, no consent of the Assocaton or any Owner shall be requred to effectuate such transfer {except for the consent of the Assocaton n the event of a transfer to the Assocaton). No OWner or Occupant shall have any ownershp nterest n any such golf course solely by vrtue of: () hs, her or ts membershp n the

77 ; a'! 91 1Q 11, 12 l 13 14! 15! 1s 17 : 18, \ Assocaton; or () hs, her or ts ownershp, use or occupancy of any Lot or Parcel, or porton thereof. 13.~. Rghts of Access and Parkng. E~ch such golf course and ts members C regardless of whether such members are Owners), employees, agents, contractors, or desgners shall at all tmes have a rght and nonexclusve easement of access and use over all roadways located wthn the Property as reasonatly necessary to travel to and from any entrance wthn the Property to and from such golf course and, further, over those portons of the Property (whether Common Area or otherwse) reasonably ~necessary to the operato.n, mantenance, repar, and replacement of such golf course and ts facltes. Wthout lmtng the generalty of the foregong, members of such golf course and members of the publc shall have the rght to park ther vehcles on the roadways wthn the Property at reasonable tmes before, durng and after golf tournaments and other functons held at such golf course Lmtatons on Amendments. n recognton of the fact that the provsons of ths Artcle are for the benft of any such golf course, no amendment to ths Artcle and no amendment n derogaton of ths Artcle to any other provsons of ths Declaraton may be made, wthout the wrtten approval thereof by the owner(s) of any such golf course. The foregong shall not apply, however, to amendments made by Declarant Golf Cart Path Easement. There may be golf cart path easements desgnated as such on one or more plats of the Property, or portons thereof, or n one or more Parcel Declaratons, whch shall be used for golf cart paths, pedestran walkways, mantenance and vehcle access, and unhndered access between sad paths and any golf course. Nothng shall be placed or mantaned n any golf cart path easement whch shall nterfere wth utlzaton thereof as a playable part of such golf course, and all landscapng and other mprovements wthn a golf cart path easement (except those nstalled or constructed by Declarant) shall requre the approval of the Archtectural Commttee Golf Balls. Dsturbances and Nusances. Each Owner understands and agrees that hs, her or ts Lot or Parcel s adjacent to or near one or more golf courses and related f ac l tes and that golf course-related.actvtes, ncludng, wthout lmtaton, regular course play and tournaments, may be held wthn the Property. Each Owner acknowledges that the locaton of hs, her or ts Lot or Parcel wthn the Property may result n nusances or hazards to persons and property on such Lot or Parcel as a result of normal golf course operatons or as a result of such other resort-related actvtes. Each Owner covenants for tself, ts successors and assgns that t n

78 ; ' ' 1,..., - l ;: - / 0,. \,, j l' shall assume all rsks assocated wth such locaton, 1 : ncludng, but not lmted to, the rsk of property damage or personal njury arsng from stray golf balls or actons nc- 2 dental to such resort-related actvtes and shall ndemnfy! and hold harmless the Assocaton and Declarant from any la- 3! blty, clams, or expenses, ncludng attorneys fees, arsng from such property damage or personal njury. Each Owner fur- 4, ther covenants that the Assocaton, Declarant and the owner of any such golf course_ shall have the rght, n the nature of an 5 easement, to subject all or any porton of the Property to nusances ncdental to the mantenance, operaton, or use of the 6 golf course(s}, and to the carryng out of such golf courserelated actvtes. Notwthstandng the above, any Owner 7 engagng ln such golf course-related actvtes shall respect neghborng propertes n schedulng and holdng such events so a as not unreasonably to dsturb Owners and Occupants of the neghborng property ; ! Operaton of the Golf Course. Each Owner acknowledges that the operaton and mantenance of one or more golf courses wthn, near or adjacent to the Property may requre that mantenance personnel and other workers requred to operate and mantan such golf course(s) wll commence work relatng to the operaton and mantenance of such golf course(s} as early as 5:30 a.m. on a daly bass. n connecton therewth, each Owner and Occupant agrees that Declarant, and the owner or owners of all or any porton of such golf course(s), and the employees, agents and contractors of Declarant and such owners, shall not be responsble or accountable for, and shall be held harmless from, any clams, causes of acton, loss or lablty arsng n con~ecton wth or assocated wth any nose or nconvenence normally assocated wth such constructon-and mantenance actvtes. 25 \ n

79 '!' 16 l N WTNESS WHEREOF, the undersgned have executed ths 1 Declaraton as of the day and year frst set forth above DECLA.RANT: SUPERSTTON MOUNTAN NVESTMENT, LTD., an llnos lmted partnershp By KNGS RANCH LMTED PARTNERSHP, an llnos lmted parternshp, General Partner By SM MANAGEMENT, NC., an llnos corporaton, TRUSTEE: ::~~~~~~~ ts: Astr. S ttr 9'2ry STATE OF ARZONA ) ) SS. 21 County of Marcopa ) On ths 74 day of... ) vn e, 1989 before me, the un~ers~ned offcer, personally appeared f...jqn.&641l.~t", who acknowledged hmself to be A~;::.+sn:t.Secretar=; of SM MANAGEMENT, NC., an llnos corporaton whch s General Partner of KNGS RANCH LMTED PARTNERSHP, an llnos lmted partnershp whch s n turn General Partner of SUPERSTTON MOUNTAN NVESTMENT, LTD., an llnos lmted partnershp, and that he, beng authorzed so to do, executed TTLE USA COMPANY OF ARZONA, an Arzona corporaton, as Trustee of ts Trust No and not personally n

80 :t :; /-,.. ~! J '- J the foregong nstrument for the purposes theren contaned by sgnng the name of sad enttes by hmself. N WTNESS WHEREOF hereunto set my hand and off cal seal. My commsson expres: STATE OF ARZONA ) ) ss. County of Marcopa ) On ths :J:±l day of -.J L,} le=, undersgned offcer, personally appeared, who acknowledged hmself to be ---;;::-,_, of TLE USA COMPANY OF ARZONA, an Arzona corporaton, as Trustee of ts Trust No and not personally, and that he, n such capacty, beng authorzed so to do, executed the foregong nstrument for the purposes theren contaned by sgnng the name of sad corporaton by hmself. N WTNESS WHEREOF, hereunto set my hand and off cal seal. Notary Publc My commsson expres: ; 26! PENNY S. H:J~TON HOW'Y Pu!:l!c Sttt of Anzona MAUCO!'A COl.~TY My Comm. E;tom JUy n

81 ' Exhbts to be attached ! 11 : ! l 14 1s l 16! 17! 18 ' \ 25 l 26'

82 ::. l:w' ld. ll/' "U1'1 h9elat7 U:~.U. DDCSZP'!%0 PO GOL) C.UTO«'1..SQ A.&.\ n.all PAC::a. "A" n:s.jo U'7-<11 Ttm& pftl.:lft af 19'9 8r:Mdl MK fll~ ~ ~ 1 ~...,. t -...S k:aa. s.....s t. 'l'dmftp l aszll.... t -- at.. Ola.....,_ ~~ ~ :;:!- t..111~1 t.,.. " --- _.- ~co < >-._ ~ ~ ~ Ca:nr:y. ML ::Qo-..., llt tr. ~ =-'al... lla:tm " e...ca ~ a:fl Ol' n S.T.D.SS ~ --.:. llcnb '11' u 1.1 w-. ~ cl 3l5.10.._ ~ ~ al''ll... d 4llL.ll)..., e-- ~»4 a s......_ ct1 Ja.aS -.c: bo~. ttt 0»' ;a w-...._ flt. U~t:l.._, ~ a:zq,p JC' 54"... ~ af Ul.11 JMc: ~ Scud\ aj 0 ~ U we.;:.. dl&odca at e.lol llc: Chaca b.dt l' ~... 6 mm af JSL.69..::. ~ lad\ U o 53' U" a:.._ &.._ al! :Dl.M 6-t: e- Scu2 r::p 59' 21" v-. a cl:llunc af 7'.11 flollt: e- bjltl,4 f(j' _ ctl DJ.a) t.c: e-:a aam ~ u :J r-. a..._ at ~ ---= 0-.:a 5o.0 01 u n w ,. :t '1t1..O.._... n:n dllun::9 fll JQQ.(J lle...,. ~ '6 c. u w-...._et 3:11.».,_ m..c. l*:v rn!' )2- s-. a.._ al! lll.14.._, t-=- llau of' Jlt' 16 z-. 4llKanm al! U2.M e-, ~ llr: th rt' ss s?:1111t. ~ af 151."._,, JllF7'...,.. ~ z... af...::ar:n s..-.r- at -.l- (.LS.. :.. "'-,'~-~.r)-r ~-~~ "~ ~ :."'

83 ,.-~ ~..-..r-_.. pr-, 'rw<;j':ll"., r p > PC J q :-:~. ' lallla"tt9 'P... 'U -=-s pa 'P _,. ~... 6'q9 --.n.~ r:pj PZl9... :z:r uca:::-. 'P..._.. q m ~ CC"91'S"t 'P ~ -._. K PZ18.:&-a, ;,... cr:rol9 'P _..,, --.&t.uj rp' PZlll... =-. lrt~ 'P...,.,..,. QZlll,,...._...._... ",,,,. ~ cmqa 'S~~'O.. ~ ~ = 'ad %"lat. '10 ~. 0-Z.cs.tt rp' tpzlll... ~ u. "t'e lld ss.to ~ 1PZl9 ~ ~ srm -,o --..._.u.a 0 C PZlll c-a -. Wltt '10 ~. -- oc1 q:zlll ~ ~ 6' Ln 'P mcunqp '1mQ.U.CS,JS> ~ ~ =allj lr""61 lld., e.~.c ~SS,P ~ ~,... Q'ltt lld ~....z:t.«~ ~ ~,... '"' 'P --._.u.oc rfs.. ~ -..qa,... Z2"'Mr l/d -....&t.tt 01" ~... ::.,. trlr JO... 'S.~ ~...-0 QllllJ U"LSt 11> rt.t[ rp SUClll... ~ C-.a l/d ~. -- " vf% - -- Q9mf K"U JO~._ SE.to o9 ~--a =-s a-m l/d _..,._ tr.ls 0 lr ~ ~ -. '~ l/d... ~ S'S olt ~ -- QllllJ trln 11> --..._.r:r.m ortj ~ --a -._ ~"OP't 11> ~ --~.m.1r ~ ~ ~ -. W'1CZ 'P u.st c/% ~... ''Pc.a,, ",.._. "YU CY.... ~-= ll"p9.q ', " 13 """ tat 'Ot.-qa-=-a o:>~y 3 5 ~ 5 l oo.u;~?t: (L-Ol9l

84

85

86