ARTICLES OF INCORPORATION OF LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC. ARTICLE I NAME

This is a consolidation of the original Articles of Incorporation and all amendments. It is not an official copy of the Articles. Reference should be made to the original Articles and the amendments for the official version. ARTICLES OF INCORPORATION OF LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC. The undersigned incorporator, desiring to form a corporation not for profit under Chapter 617, Florida Statutes, as amended, hereby adopts the following Articles of Incorporation: ARTICLE I NAME The name of the corporation shall be LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC., which is hereinafter referred to as the Association. ARTICLE II PURPOSES AND POWERS The objects and purposes of the Association are those objects and purposes as are authorized by the Declaration of Covenants and Restrictions for Lake Charleston recorded (or to be recorded) in the Public Records of Palm Beach County, Florida, as hereafter amended and/or supplemented from time to time (the Covenants ). The further objects and purposes of the Association are to preserve the values and amenities in The Properties and to maintain the Common Areas thereof for the benefit of the Members of the Association. The Association is not organized for profit and no part of the net earnings, if any, shall inure to the benefit of any Member or individual person, firm or corporation. The Association shall have the power to contract for the management of the Association and to delegate to the party with whom such contract has been entered into (which may be an affiliate of the Developer) the powers and duties of the Association, except those which require specific approval of the Board of Directors or Members. The Association shall have all of the common law and statutory powers of a corporation not for profit which are not in conflict with the terms of these Articles and the Covenants above identified. The Association shall also have all of the powers necessary to implement the purposes of the Association as set forth in the Covenants and to provide for the general health and welfare Articles of Incorporation Page 1 of

of its membership. Definitions set forth in the Covenants are incorporated herein by this reference. ARTICLE III Members Section 1. Membership. Every person or entity who is a record Owner of a fee or undivided fee interest in any Lot shall be a Member of the Association, provided that any such person for entity who holds such interest merely as security for the performance of an obligation shall not be a Member. Section 2. Classes of Members. There shall be two classes of Members, as follows: Class A: All Owners of Residential Lots within Lake Charleston shall be Class A Members. Class C: All Owners of Commercial Lots shall be Class C Members. There are no Class B Members. Section 3. Voting Rights of Members. A. General. Except for matters referred to in Subsection B below: All votes of both Classes of Members of the Owners shall be cast by the Directors in power from time to time, each of whom shall be a voting Member. Each Director shall have one voting interest in this regard. B. Election and Removal of Directors. For the election or removal of Directors, all of the Class A Members owning a Residential Lot shall collectively have one vote for the Lot, and all of the Class C Members owning a Commercial Lot shall collectively have one vote for each acre or potion of an acre of the Commercial Lot owned by same. Each of those Members are voting Members, with one voting interest accorded to each vote. The procedures for the election of Directors is set forth in Article IV, Section 1 of the By-Laws. ARTICLE IV CORPORATE EXISTENCE The Association shall have perpetual existence. Articles of Incorporation Page 2 of

ARTICLE V BOARD OF DIRECTORS The number and method of election of Directors shall be as set forth in the By-Laws. Other provisions regarding Directors, including their qualifications, meetings, removal and resignation, are as contained in the By-Laws. ARTICLE VI OFFICERS Section 1. Officers Provided For. The Association shall have a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time elect. Section 2. Election and Appointment of Officers. The officers of the Association, in accordance with any applicable provision of the By-Laws, shall be elected by the Board of Directors for terms of one (1) year and thereafter until qualified successors are duly elected and have taken office. The By-Laws may provide for the method of voting in the election, for the removal from office of officers, for filling vacancies and for the duties of the officers. The President shall be a director; other officers may or may not be directors of the Association. If the office of President shall become vacant for any reason, or if the President shall be unable or unavailable to act, the Vice President shall automatically succeed to the office or perform its duties an exercise its powers. If any office shall become vacant for any reason, the Board of Directors may elect or appoint an individual to fill such vacancy. Articles of Incorporation Page 3 of

Section 3. First Officers. The names and addresses of the first officers of the Association, who shall hold office until the first annual meeting of directors and thereafter until successors are duly elected and have taken office, shall be as follows: Name and Office President: Doyle D. Dudley Vice President: Dennis F. O Shea Secretary-Treasurer: Michael J. Belmont Address The William Lyon Company 7241 Jog Road Lake Worth, FL 33467 The William Lyon Company 500 E. Broward Blvd. Penthouse One Fort Lauderdale, FL 33394-3078 The William Lyon Company 7241 Jog Road Lake Worth, FL 33467 ARTICLE VII BY-LAWS The Board of Directors shall adopt By-Laws consistent with these Articles of Incorporation. Such By-Laws may be altered, amended or repealed in the manner set forth in the By-Laws. ARTICLE VIII AMENDMENTS AND PRIORITIES Section 1. Amendments to these Articles of Incorporation shall be proposed and approved by the Board of Directors and thereafter submitted to a meeting of the membership of the Association for adoption or rejection (by affirmative vote of 66-2/3% of the voting interests of those Members present and voting in person and by proxy at a Members meeting). Section 2. In case of any conflict between these Articles of Incorporation and the By- Laws, these Articles shall control; and in case of any conflict between these Articles of Incorporation and the Covenants, the Covenants shall control. ARTICLE IX INCORPORATOR The name and address of the incorporator of this Corporation is: Name Address Doyle D. Dudley The William Lyon Company 7241 Jog Road Lake Worth, FL 33467 ARTICLE X Articles of Incorporation Page 4 of

INDEMNIFICATION Section 1. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, employee, officer or agent of the Association, against expenses (including attorneys fees and appellate attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, unless (a) it is determined by a court of competent jurisdiction, after all available appeals have been exhausted or not pursued by the proposed indemnities, that he did not act in good faith or that he acted in a manner he believed to be not in or opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe his conduct was unlawful, and (b) such court further determines specifically that indemnification should be denied. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or did act in a manner which the believed to be not in or opposed to the best interest of the Association, and with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 2. To the extent that a director, officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys fees and appellate attorneys fees) actually incurred by him in connection therewith. Section 3. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding through all available appeals upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in this Article. Section 4. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under by by-law, agreement, vote of Members or otherwise, both as to action in his official capacity while holding such office or otherwise, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. Section 5. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this Article. Section 6. The provisions of this Article X shall not be amended. Articles of Incorporation Page 5 of

ARTICLE XI REGISTERED AGENT Until changed, Doyle D. Dudley shall be the registered agent of the Association and the registered office shall be at 7241 Jog Road, Lake Worth, FL 33467. ARTICLE XII GENERAL PROVISIONS Section 1. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, Association, trust or other organization to be devoted to such similar purposes. Section 2. The Annexation of additional properties, mergers and consolidations, mortgaging of Common Area and the dissolution and amendment of these Articles, requires the prior approval of HUD/VA so long as there is a Class B membership. IT WITNESS WHEREOF, the aforesaid incorporator has hereunto set his hand this day of, 1988. Articles of Incorporation Page 6 of

This is a consolidation of the original Bylaws and all amendments. It is not an official copy of the Bylaws. Reference should be made to the original Bylaws and the amendments for the official version. Original recorded in Palm Beach County ORB 9646, Page 368 BY-LAWS OF LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC. A Corporation Not for Profit Under the Laws of the State of Florida ARTICLE I DEFINITIONS Section 1. Association shall mean and refer to LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC., a nonprofit corporation organized and existing under the laws of the State of Florida. Section 2. The Properties shall mean and refer to The Properties as defined in the Declaration Covenants for Lake Charleston (the Covenants ) described in the Articles of Incorporation of the Association. Section 3. Owner shall mean and refer to the record Owner, whether one or more persons or entities, of the fee simple title to any Lot as described in the Covenants. Section 4. Member shall mean and refer to all those Owners who are Members of the Association as provided in Article III of the Articles of Incorporation of the Association. Section 5. All other definitions used in the Covenants are incorporated herein by this reference. Bylaws Page 1 of

ARTICLE II LOCATION Section 1. Until changed, the principal office of the Association shall be located at 7241 Jog Road, Lake Worth, Florida 33467. ARTICLE III MEMBERSHIP Section 1. Membership of the Association is as set forth in Article III of the Articles of Incorporation of the Association. Section 2. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against each Owner of, and becomes a lien upon, that portion of The Properties against which such assessments are made as provided in the Covenants. ARTICLE IV BOARD OF DIRECTORS Section 1. The Directors of the Association shall consist of five (5) persons who shall be elected at the annual meeting of the Members. In order to promote continuity of service of Directors, beginning with the annual meeting in 2001, the three candidates receiving the most ballots cast shall be elected to serve for terms of two years and the two candidates receiving the next highest number of ballots cast shall be elected to serve one year terms. Thereafter, Directors shall be elected to serve for two year terms. Directors shall serve for their respective terms until a successor is duly elected, unless he or she sooner resigns, dies or is removed by the voting Members. The election of Directors shall occur as follows. At each election meeting, the Members shall elect as many Directors as there are regular terms of Directors expiring and other vacancies to be filled. Not less than sixty (60) days before the scheduled election meeting, the Association must send notice to each Owner of the date. Not less than forty (40) days before the date of the election meeting, eligible candidates must deliver to be received by the Association, written notice of his or her desire to run for the Board of Directors in order to be eligible to be placed on the election ballot. Any candidate may furnish the Association with an information sheet which shall be no larger than 8-1/2 inches by 11 inches. The candidate s information sheet, if any, must be received by the Association by no later than thirty-five (35) days prior to the meeting. The Association shall have no liability for the contents of this information sheet prepared by the candidate. In order to reduce costs, the Association may print or duplicate the information sheets on both sides of the paper. The Association may print or duplicate the information sheets on both sides of the paper. The Association shall provide that notice to all Members required by the By-Laws, reminding them of the date, time and place of the election meeting, together with a ballot listing all eligible candidates and any information sheets received from same. The ballot shall be a secret ballot. No Owner shall permit any other person to cast his or her ballot, and any such ballots improperly cast shall be deemed invalid. In the election of Directors, there shall be appurtenant to each Lot (or acre or portion of an acre for Commercial Lots) as many votes as there are Directors to be elected. No voting representative may cast more than one vote for any candidate, it being the intent that casting ballots in the election of Directors shall be non-cumulative. The candidates receiving the highest number of ballots cast shall be Bylaws Page 2 of

declared elected, except that any tie(s) shall be decided by lot. A newly elected Director shall take office immediately upon the adjournment of the election meeting, notwithstanding that there may not be a quorum for the annual meeting. The minimum ballot return required for the election of Directors is 20% of the votes required for the election of Directors. A. Any Member may nominate himself or herself at the election meeting so long as such right is guaranteed by Chapter 720, Florida Statutes, as amended from time to time. B. Proviso. Notwithstanding the foregoing to the contrary, an election and balloting are not required unless more candidates file notices of intent to run than vacancies exist on the Board to be filled. In that event, the Association shall announce the new Directors at the annual meeting, and all candidates take office as such immediately following the adjournment of the annual meeting. Section 2. Any director may be removed from office at any time with or without cause by the affirmative majority vote of the voting interests of the all voting Members, either by a written agreement or at any Members meeting called for that purpose. A. By Written Agreement. If a proposed recall is sought by written agreement, a separate agreement is required for each Member of the Board being recalled. B. By Special Meeting. A special meeting for the purpose of recall shall be called if demand by the voting interests of Members owning Lots is made pursuant to these By-Laws. The notice of meeting shall specify a person, other than a Board Member, subject to that recall, who shall call the meeting to order and determine whether a quorum is present. The failure of the notice to so designate a person shall not invalidate an otherwise valid notice. Section 3. The first meeting of the duly elected Board of Directors, for the purposes of organization, shall be held immediately after the annual meeting of Members, provided the majority of the members of the Board elected be present. Any action taken at such meeting shall be by a majority of the whole Board. If the majority of the members of the Board elected shall not be present at that time, or if the directors shall fail to elect officers, the meeting of the Board to elect officers shall then be held within thirty (30) days after the annual meeting of Members upon three (3) days notice in writing to each member of the Board so elected, stating the time, place and object of such meeting. Section 4. Regular meetings of the Board of Directors may be held at any place or places within Palm Beach County, Florida, on such days and at such hours as the Board of Directors may, by resolution, designate. Section 5. No notice shall be required to be given of any regular meeting of the Board of Directors. Section 6. Special meetings of the Board of Directors may be called at any time by the President or by any two (2) members of the Board and may be held any place or places within Palm Beach County, Florida, at any time. Bylaws Page 3 of

Section 7. Notice of each special meeting of the Board of Directors, stating the time, place and purpose or purposes thereof, shall be given by or on behalf of the President or by or on behalf of the Secretary or by or on behalf of any two (2) members of the Board to each member of the Board not less than three (3) days by mail, or one (1) day by telephone or telegraph, prior to the meeting. Special meetings of the Board may also be held at any place and time without notice by unanimous waiver of notice by all the Directors. Section 8. Directors (including affiliates of the Developer) shall have the absolute right to resign at any time and the remaining directors in office shall then fill the vacancies, provided that if all directors resign, a special meeting of members shall be called as soon as possible for the purpose of electing new directors and the resignations of such directors shall not be effective until such election is held and new directors are elected, except that if no meeting is held or no directors are elected after two (2) attempts to call and hold such meeting, the resignations shall become effective simultaneously with the date and time of the scheduled second meeting, whether held or not or whether new directors are elected or not. ARTICLE V OFFICERS Section 1. Any officer may be removed at any time by the affirmative vote of a majority of the Board of Directors at any duly called regular or special meeting of the Board. Section 2. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Members of the Association and of the Board of Directors. He shall have the general powers and duties of supervision and management of the Association which usually pertain to his office, and shall perform all such duties as are properly required of him by the Board of Directors. The Board of Directors shall elect at least one (1) Vice President, who shall have such powers and perform such duties as usually pertain to such office or as are properly required of him by the Board of Directors. In the absence of disability of the President, any Vice President shall perform the duties and exercise the powers of the President. The Secretary shall issue notices of all meetings of the membership of the Association and the directors where notices of such meetings are required by law or in these By-Laws. He shall keep the minutes of the meetings of the membership and of the Board of Directors. The Treasurer shall have the care and custody of all the monies and securities of the Association. He shall enter on the books of the Association, to be kept by him for that purpose, full and accurate accounts of all monies received by him and paid by him on account of the Association. He shall sign such instruments as require his signature and shall perform all such duties as usually pertain to his office or as are properly required of him by the Board of Directors. Section 3. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting. ARTICLE VI MEETING OF MEMBERS Section 1. the regular annual meeting of the Members shall be held in the month of November in each year at such time and place as shall be determined by the Board of Directors. Section 2. Special meetings of the Members for any purpose may be called at any time by the President, the Vice President, the Secretary or Treasurer, or by any two (2) or more Members Bylaws Page 4 of

of the Board of Directors, or upon written request of the Members who have a right to vote onethird (1/3) of all the votes of the entire membership for the particular matter. Section 3. Notice may be given to the Members either personally, or by sending a copy of the notice through the mail, postage thereon fully paid, to the addresses appearing on the records of the Association. Each Member shall register his or her address with the Secretary, and notices of meetings shall be mailed to him or her at such address. Notice of any meeting, regular or special, shall be mailed or personally delivered at least six (6) fifteen days in advance of the meeting and shall set forth the general nature of the business to be transacted, provided however, that if the business of any meeting shall involve any action governed by the Articles of Incorporation, notice of such meeting shall be given or sent as therein provided. Notwithstanding the foregoing to the contrary, notice need be given only to the particular voting Members to vote on the particular matter. Section 4. The quorum at Members meetings shall [sic] 30% of the voting interests. So long as the minimum ballot return is obtained as required by Article IV, Section 1 of the By- Laws, as amended, the failure of the annual meeting to achieve a quorum shall not affect the validity of the election of the Directors, who shall take office upon the adjournment of the meeting with or without a quorum. Section 5. A proxy may be executed by any voting Member, or by any officer of a corporate Member, any partner of a partnership as Member and any trustee of a trust as Member. To be valid, a proxy must be in writing, dated and signed and delivered to the secretary no later than the adjournment of the meeting at which the proxy is to be used. An executed original, an executed telegram or cablegram appearing to be transmitted by the authorized person, or a photographic, photostatic, facsimile or equivalent reproduction of a proxy form are all valid. Holders of proxies need not be Members. The proxy may name the Board of Directors as the proxy holder, in which case the proxy shall be voted in the manner determined by the Board of Directors. No proxy shall be used to elect Directors at the annual meeting, except that a proxy may be used for the removal of Directors at the annual meeting, except that a proxy may be used for the removal of Directors at a special meeting. Notwithstanding the foregoing, any Member voting pursuant to Article III, Section 3.A of the Articles of Incorporation shall vote in person and not by proxy. (There is no Section 6) Section 7. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any Member of the Association. ARTICLE VIII AMENDMENTS Section 1. These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of 66-2/3% of Members present and voting in person or by proxy, provided that the notice to the Members of the meeting discloses the information that the amendment of the By-Laws is to be considered, provided, however, the provisions which are governed by the Articles of Incorporation of the Association may not be amended except as provided in the Articles of Incorporation or applicable law; and provided further that any matters stated herein to be or which are in fact governed by the Covenants may not be amended except as provided in Bylaws Page 5 of

such Covenants. Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in case of any conflict between the Covenant and these By-Laws, the Covenants shall control. Section 3. Anything to the contrary herein notwithstanding, HUD/VA has the right to veto Amendments to these By-Laws so long as there is a Class B Membership. WE HEREBY CERTIFY that the foregoing By-Laws of the above-named corporation were duly adopted by the Board of Directors of the Association on the days of, 1988. Bylaws Page 6 of

This is a consolidation of the original Declaration and all amendments. It is not an official copy of the Declaration. Reference should be made to the original Declaration and the amendments for the official version. Original Recorded October 20, 1988 ORB 5846, Page 967 DECLARATION OF COVENANTS AND RESTRICTIONS FOR LAKE CHARLESTON THIS DECLARATION is made this day of, 1988, by R-L Partners, a Florida general partnership authorized to do business in Florida, which declares hereby that the land described in Exhibit A and B and as further described in Article II hereof are and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens hereinafter set forth. RECITALS A. R-L PARTNERS, (the Developer ), is the Owner of that certain property located in Palm Beach County, Florida, described in Exhibit A hereto ( The Properties ). B. The Developer intends that a community will be created on The Properties. C. The Developer intends that various portions of the Properties be set aside for the collective use of all or a segment of the residents of the community to be created on The Properties. D. In order to preserve and enhance the value of dwelling units and structures built on The Properties and to promote their owners and occupants welfare, the Developer desires to submit The Properties to this Declaration of Covenants and Restrictions. E. In order to facilitate the objectives described herein, the Developer has formed a non-profit corporation called the LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC. (the Association ), which shall be responsible of certain duties under this Declaration of Covenants and Restrictions. NOW, THEREFORE, Developer declares that The Properties, together with such additions thereto as are hereafter made pursuant to Article II of this Declaration, shall be held, conveyed, leased, mortgaged, used, occupied and improved subject to these Covenants and Restrictions. ARTICLE I DEFINITIONS The following words when used in this Declaration (unless the context shall prohibit) shall have the following meanings: Section 1. Common Areas shall mean all property located within Lake Charleston, whether owned by the Association or over which the Association has rights and/or obligations, which is designed and intended for the common, non-exclusive use or benefit of the Owners together with, if applicable and to the extent provided herein, all private roadways (if any), lakes, and waterbodies, landscaping and pedestrian areas, entry features, bus shelters, signs and erected Declaration Page 1 of

by Developer to identify Lake Charleston, the main gate houses (if any), and any special design or landscaping features lying within public rights of way as long as the aforesaid items abut the aforesaid property even if lying outside of the boundaries of Lake Charleston (such as landscaping and median strips); and such similar items on property which may hereafter be added by supplemental declaration regardless of whether any such items are capable of being legally described or lie within dedicated areas or abut The Properties; together with the landscaping and any improvements thereon, including, without limitation, all structures, lakes and water management facilities, open space, off-street parking areas, sidewalks, street lights and entrance features, but excluding any public utility installations thereon and any other property of Developer not intended to be made Common Areas; provided, however, that certain portions of The Properties shall not be deemed Common Areas to the extent same area specifically made common areas of a Neighborhood Association. Developer shall have the right, subject to obtaining all required governmental approvals and permits, to construct on the Common Areas such facilities as Developer deems appropriate. The timing and phasing of all such construction shall be solely within the discretion of Developer. Developer will endeavor to specifically identify (by recorded legal description, signage, physical boundaries, site plans or other means) the Common Areas of Lake Charleston, but such identification shall not be required in order for a portion of Lake Charleston to be a Common Area hereunder. Without limiting the generality of Section 11 of this Article, in the event that Developer determines that a particular portion of Lake Charleston is not a Common Area hereunder (in the manner provided in said Section 11), such determination shall be binding and conclusive. It is specifically contemplated that the Common Areas may change from time to time in connection with changes in development plans and other factors not now known (including, without limitation, by increase, decrease or transfer to a Neighborhood Association). Accordingly, reference in this Declaration to the Common Areas shall be deemed to refer to same as they may exist as of the relevant time. Section 2. Developer shall mean and refer to R-L Partners a Florida general partnership, its successors and such of its assigns as to which the rights of Developer hereunder are specifically assigned. Further, any person who purchases all of the undeveloped parcels of The Properties from R-L PARTNERS shall be deemed to be the Developer hereunder whether or not such person is specifically assigned the rights of Developer hereunder. Developer may assign all or a portion of its rights hereunder, or all or a portion of such rights in connection with appropriate portions of the Development. In the event of such a partial assignment, the assignee shall not be deemed the Developer, but may exercise such rights of Developer specifically assigned to it. Any such assignment may be made on a non-exclusive basis. Section 3. Association shall mean and refer to LAKE CHARLESTON MAINTENANCE ASSOCIATION, INC., a Florida corporation not for profit, being the entity responsible for the administration and enforcement of, and performance of certain duties under, this Declaration. Section 4. Landscaping and Pedestrian Areas shall mean and refer to strips of land varying widths abutting the roads in The Properties for portions or all of their entire length, notwithstanding that any such strips of land may lie within the common areas owned by Declaration Page 2 of

Neighborhood Association (as hereinafter defined) within Lake Charleston. Developer may establish a physical boundary between the Landscaping and Pedestrian Areas referred to above and such other common areas, but in the absence of such physical boundary, Developer shall have the absolute right to determine the actual boundary and such determination shall be binding on the Association and all affected associations and Owners within the Development. The fact that certain of such Landscaping and Pedestrian Areas are not legally described shall not affect their character as Common Areas for purposes hereof. Section 5. Lot shall mean and refer to any lot or tract, which is not a Common Area and is also not the common area of a Neighborhood Association or a common element of a Condominium, on the various plats or site plans of portions of Lake Charleston, which plat, site plan or portion thereof is designated by Developer hereby or by any other recorded instrument to be subject to these covenants and restrictions (and to the extent Developer is not the Owner thereof, then designated by Developer as joined by the Owner thereof), any such lot or tract shown upon any resubdivision of any such plat, and any other property hereafter declared as a Lot by Developer (or by Developer joined by the Owner thereof) and thereby made subject to this Declaration. In the case of a condominium or residential apartment building made subject to this Declaration, if any, the Lots therein shall be the individual condominium or rental units thereof and not the parcel(s) of real property on which the building is constructed. Each Lot shall be one of the following types: (a) A Commercial Lot is a Lot on which there is constructed one or more Commercial Buildings. (b) A Residential Lot is any Lot other than a Commercial Lot. For purposes of Article III and Article VI, Section 2 of this Declaration, Residential Land shall mean and refer to any portion of Lake Charleston which is zoned, or shown on an applicable plat or site plan as being intended, for residential use regardless of whether or not same is platted into Residential Lots. When and to the extent a portion(s) of Residential Land is platted and/or site plans designated into Lots and the Lots within such plat or site plan become subject to the full rate of assessment as provided in Article Vi, Section 2 hereof, such Lots shall cease to be Residential Land hereunder. The specific treatment afforded Residential Land in Article III and Article VI, Section 2 shall not extend to any other provisions of this Declaration (including, without limitation, use restrictions). Section 6. Member shall mean and refer to all those Owners who are Members of the Association as hereinafter provided. Section 7. Owner shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot situated upon The Properties. Section 8. Neighborhood Association. shall mean and refer to any association now or hereafter created to administer a specific portion(s) of Lake Charleston pursuant to a declaration of condominium or declaration of covenants and restrictions or similar instrument affecting such portion(s). Section 9. Unit shall mean and refer to any unit constructed on a Lot (whether separately owned or rented by the Owner of such Lot and whether such unit is located in a single family or multi-family building (rental or otherwise), retail or commercial building, or any condominium unit is any condominium building that may be erected on any parcel of land within Declaration Page 3 of

The Properties, which land is designated by Developer by recorded instrument to be subject to this Declaration (and to the extent Developer is not the Owner thereof, then by Developer joined by the Owner thereof). Units hereunder shall be one of the following types: (a) A Commercial Unit is a physically separate retail, service, office, or other non-residential space which is separately owned or rented. A building which contains one or more Commercial Units is hereinafter referred to as a Commercial Building. For purposes of this Declaration, a Commercial Unit or Commercial Building, as appropriate, shall include, without limitation, religious facilities and utility installations. (b) A Residential Unit is any dwelling unit constructed on a Residential Lot. In the case of a non-condominium residential apartment building(s), each separate apartment therein shall be deemed a separate Residential Unit for purposes of assessments (although not liens for same, which shall attach to the underlying, single Lot as a whole) and occupancy restrictions hereunder, but all such apartment building(s) on a single Lot (which shall be considered a Residential Lot) shall be treated as but one Residential Unit for all other purposes of this Declaration, except as provided herein as to voting. A building which contains or constitutes more than one Residential Unit is sometimes hereinafter referred to as a Residential Building. Section 10. The Properties shall mean and refer to all that certain property currently subject to this Declaration, and all additions thereto as are hereinafter made subject to this Declaration, except such as are withdrawn from the provisions hereof in accordance with the procedures set forth in this Declaration. Property may not be withdrawn from the provisions hereof unless and until such withdrawal has been approved by Palm Beach County. Sometimes in this Declaration the words Lake Charleston are used synonymously with The Properties and when so used, the words Lake Charleston mean and refer to all that certain property currently subject to the Declaration and all additions thereto as are hereinafter made subject to the Declaration, except such as are withdrawn in accordance with the procedures set forth in the Declaration. Section 11. Interpretation and Flexibility. In the event of any ambiguity or question as to whether any person, entity, property or improvement falls within any of the definitions set forth in this Article I, the determination made by Developer in such regard (as evidenced by a recorded Supplemental Declaration stating same) shall be binding and conclusive. Moreover, Developer may, also by way of Supplemental Declaration, alter or amend the application of any portion of this Declaration as to any specified portion(s) of Lake Charleston in order to reflect any unique characteristics thereof; provided that such altered or amended application may not go so far as to be unequivocally contrary to the overall, uniform scheme of development for Lake Charleston contemplated in this Declaration. All references in this instrument to recording data refer to the Public Records of Palm Beach County, Florida. ARTICLE II PROPERTY SUBJECT TO THIS DECLARATION ADDITIONS THERETO Section 1. Initial Property Subject to Declaration. The initial real property which is and shall be held, transferred, sold, conveyed and occupied subject to all of the terms and conditions Declaration Page 4 of

of this Declaration is located in Palm Beach County, Florida and is more particularly described in Exhibit A attached hereto and shall initially constitute Lake Charleston. The real property described in Exhibit B shall, upon the recordation of this Declaration which are discussed in Article II, Section 2 below. Section 2. Additional Property to be Added to Declaration. In accordance with Developer s current intention to increase the land constituting The Properties from time to time in phases when a plat of the land 9or any portion thereof) described in exhibit B is recorded in the Public Records of Palm Beach County, Florida, that land shall automatically be deemed to be subject to all of the terms and conditions of the Declaration, regardless of whether the Owner of such land records a supplemental declaration evidencing the addition of such land to The Properties. Notwithstanding the foregoing, the Owner(s) of the land described in Exhibit B may record a supplemental declaration giving constructive notice of he addition of such land to The Properties, which supplemental declaration shall not require the consent of the then existing Owner(s) or the Association. Once so added, such land shall be deemed a part of The Properties for all purposes of this Declaration, except as modified pursuant to Article I, Section II hereof, it at all. Nothing in this Declaration shall, however, obligate Developer to add to the initial portion of Lake Charleston or to develop future property (adjacent or otherwise) under the common scheme contemplated by this Declaration, nor to prohibit Developer (or the applicable Developer-affiliated Owner) from rezoning and changing the development plans with respect to such property. All Owners, by acceptance of their deeds to, or other conveyances of, their Lots, thereby automatically consent to any such rezoning, change, addition or deletion thereafter made by the Developer (or the applicable Developer-affiliated Owner thereof) and shall evidence such consent in writing if requested to do so by the Developer at any time (provided, however, that the refusal to give such written consent shall not obviate the general effect of this provision). With respect to property not owned by the Developer and its affiliates, the Developer shall have the right to impose (and retain for its own account) fees for the privilege of allowing such other property to be made subject to this Declaration as aforesaid. Section 3. Withdrawal. Developer reserves the right to amend this Declaration unilaterally at any time, without prior notice and without the consent of any person or entity, for the purpose of removing any portion of The Properties then owned by the Developer or its affiliates or the Association from the provisions of this Declaration to the extent included originally in error or as a result of any change whatsoever in the plans for Lake Charleston desired to be effected by Developer; provided, however, that such withdrawal is not unequivocally contrary to the overall, uniform scheme of development for the then-remaining portions of Lake Charleston and that such withdrawal has first been approved by Palm Beach County. Any withdrawal of land not owned by Developer shall not be effective without the written consent or joinder of the then-owner(s) of such land. ARTICLE III MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION Section 1. Membership. Every person or entity who is an Owner shall be a Member of the Association. Notwithstanding the foregoing, any such person or entity who merely holds record ownership as security for the performance of an obligation shall not be a Member of the Association. Declaration Page 5 of

Section 2. Voting Rights. Voting rights of the Members are as set forth in Article III of the Articles of Incorporation. The Districts referenced in that Supplemental Declaration recorded in Official Record Book 10129, Page 784, Public Records of Palm Beach County, Florida, are hereby abolished. Section 3. General Matters. When reference is made in this Declaration, or in the Articles of Incorporation By-Laws to a specific percentage of Members or Owners, then such reference shall be deemed to be referenced to the specific percentage of the voting interests of the Members, as is described in Article III of the Articles of Incorporation. Also, reference to a meeting of the Owners means a meeting of the voting interests of the Members. Section 4. Selection of Voting Members. Each Voting District shall give written notice to the Association of the person elected or designated as its/his Voting Member, such notice to be given at or before the first meeting of the Association which the Voting Member is to attend. The Association and all other Voting Members (and their constituents) shall be entitled to rely on such notices as constituting the authorization of the District (and its Members) to the designated Voting Member to cast all votes of the District (and its Members) and to bind same in all Association matters until such notice is changed, superseded or revoked. Section 5. General Matters. When reference is made in this Declaration, or in the Articles of Incorporation By-Laws or other relevant documents to a majority or specific percentage of Members, such reference shall be deemed to be reference to a majority or specific percentage of the votes of Members represented by their respective Voting Members at a duly constituted meeting thereof (i.e., one for which proper notice has been given and at which a quorum exists) and not of the Members themselves or of their Lots. To the extent lawful, the foregoing shall apply to, without limitation, the establishment of a quorum at any applicable meeting. ARTICLE IV COMMON AREAS AND CERTAIN EASEMENTS Section 1. Ownership. The Common Areas are hereby dedicated to the joint and several uses, in common, of the Developer and the owners of all Lots that may from time to time constitute part of The Properties, in the manner specified in this Declaration, and all of the Developer s and such Owners respective lessees, guests and invites, all as provided and regulated herein or otherwise by the Association. When all improvements proposed by Developer to be constructed within The Properties have been completed and conveyed to purchasers (if applicable), or sooner at Developer s option (exercisable from time to time as to any portion or all of the Common Areas), the Developer, or its successors and assigns, shall convey and transfer (or cause to be conveyed and transferred), by quit claim deed, the record fee simple title to the Common Areas (except those areas lying within dedicated areas or not capable of being legally described, including, but not limited to, the Landscaping and Pedestrian Areas) to the Association, and the Association shall accept such conveyance, holding title for the Owners and Members as stated in the preceding sentence. the Association shall be responsible for the maintenance, insurance and operation of all Common Areas (whether or not conveyed or to be conveyed to the Association) in a continuous and satisfactory manner without cost to the genera taxpayers of Palm Beach County. It is intended that all real estate taxes assessed against that portion of the Common Areas owned or to be owned by the Association shall be (or have been, because the purchase prices of the Lots and Units have already taken into account their proportionate shares Declaration Page 6 of

of values of the Common Areas) proportionally assessed against and payable as part of the taxes of the Lots within The Properties. However, in the event that, notwithstanding the foregoing, any such taxes are assessed directly against the Common Areas, the Association shall be responsible for the payment (subject to protect or appeal before or after payment) of the same, including taxes on any improvements and any personal property thereon accruing from and after the date the Prior Declaration was recorded, and such taxes shall be prorated between Developer (or the then Developer-affiliated Owner thereof) and the Association as of the date of such recordation. Developer and its affiliates shall have the right from time to time to enter upon the Common Areas and other portions of The Properties (including, without limitation, Lots and Units) for the purpose of the installation, construction, reconstruction, repair, replacement, operation, expansion and/or alteration of any improvements or facilities on the Common Areas or elsewhere in The Properties that Developer and its affiliates, as appropriate, elect to effect, and Developer and its affiliates shall have the right to use the Common Areas for sales, displays and signs during the period of construction and sale of any of the land owned by Developer and its affiliates within Lake Charleston. Section 2. Members Easements. Each of the Association and each tenant, agent and invitee of such Member, shall have a permanent and perpetual non-exclusive easement for the use and enjoyment of all Common Areas in common with all other such Members of the Association, their tenants, agents and invites. Rights of use with respect to the recreation facilities, if any, may be evidenced by the issuance of membership cards to all persons entitled to use the recreation facilities. All such persons may be required to pay a reasonable charge annually for the issuance of such card and any replacement thereof as determined from time to time by the Association. In addition to the foregoing, the Association may require that vehicles of all or certain types of Owners beat appropriate decals and may charge a reasonable fee for such decals. All rights of use and enjoyment are subject to the following: (a) Easements over and upon the Common Areas in favor of all Neighborhood Association and the Association and their Members, provided, however, that this subsection shall not in itself be deemed to grant any easements or use rights which are not specifically granted elsewhere herein or in any other documents to which The Properties (or any applicable portion(s) thereof are now or hereafter made subject. (b) The right and duty of the Association to levy assessments against each Lot for the purpose of maintaining the Common Areas and facilities in compliance with the provisions of this Declaration and with the restrictions on the plats of portions of The Properties from time to time recorded. (c) The right of the Association to suspend the right of an Owner and his designees to use the Common Areas (except for legal access) and common facilities for any period during which any applicable assessment remains unpaid; and for a period not to exceed sixty (60) days for any infraction of lawfully adopted and published rules and regulations. (d) The right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated on the Common Areas, provided that such right is now or hereafter granted to or adopted by the Association. Declaration Page 7 of