Timberline Marion

SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE DEPT.

METROPOLITAN DATE PER AN DEVELOPMENT 5/23/96 ADMINISTRATOR FILED MAY 17 1996 LAWRENCE TOWNSHIP ASSESSOR Dated: May 15 1996 35 PM 15AN N. ROMERIL MARION CTY RECORDER JRC 90.00 PACES: (i Inst # 1396-0069779 (if)) TABLE OF CONTENTS Page 2 ARTICLE 1. DEFINITIONS Section 11 Additional Land Section 1.2 Articles of Incorporation Section 13 Bylaws Section 14 Community Assessments Section 15 Community Association Section 1.6 Community Facilities Section 17 Control Transfer Date Section 18 Declarant Section 19 Eligible Mortgage Holder Section 110 Eligible Votes Section 1.11 Lot Section 1 12 Member Section 1.13 Mortgage Section 1.14 Owner Section 1 15 Plats and Plans Section 1.16 Quorum ARTICLE II PROPERTY RIGHTS Section 21 Rules and Regulations Section 22 Use Section 2.3 Construction and Improvements ARTICLE III MEMBERSHIP AND VOTING RIGHTS Section 3.1 Membership Section 32 Classes of Membership Section 33 Board of Directors Section 34 Professional Management Section 3.5 Responsibilities of the Community Association Section 36 Control and Transfer of Control of Community Association ARTICLE IV MAINTENANCE Section 4.1 Maintenance -i3 2222 mm mm mm mmm 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 5 5 5 6 6 6 6 7 7 ARTICLE V INSURANCE Section 5.1 Insurance Section 5.2 Disbursement of Proceeds Section 5.3 Damage and Destruction Section 54 Repair and Reconstruction 8 10 11 8000 10 ARTICLE VI. ANNEXATION OF ADDITIONAL PROPERTY 11 Section 61 Annexation without Approval of Owners Section 62 Acquisition of Additional Community Facilities 12 Section 6 3 Amendment 12 Section 64 Existing Homes 12 =222 ARTICLE VII RIGHTS AND OBLIGATIONS OF THE COMMUNITY ASSOCIATION 12 Section 7.1 Community Facilities

ion of Additional Community Facilities 12 Section 6 3 Amendment 12 Section 64 Existing Homes 12 =222 ARTICLE VII RIGHTS AND OBLIGATIONS OF THE COMMUNITY ASSOCIATION 12 Section 7.1 Community Facilities Section 7.2 Services Section 7.3 Personal Property and Real Property for Common Use 13 Section 7.4 Implied Rights 13 Section 75 Self-Help Section 76 Right of Entry 13 C00655 12 12 13 ARTICLE VIII. COMMUNITY ASSESSMENTS 13 Section 81 Purpose of Community Assessment 13 13 14 15 15 611778 Section 82 Creation of Community Assessments Section 83 Computation of Assessments Section 84 Special Assessments Section 8.5 Lien for Assessments Section 86 Effect of Nonpayment of Assessments: Remedies of the Community Association Section 87 Capital Budget and Contribution Section 88 Subordination of the Lien to First Deeds of Trust and First Mortgage Section 89 Capitalization of Community Association Section 8.10 Date of Commencement of Annual Assessments Section 8.11 Assessments by Declarant ARTICLE IX. MORTGAGEE RIGHTS Section 91 Notices of Action 18 18 ARTICLE X GENERAL PROVISIONS Section 101 Duration Section 10.2 Amendment Section 10 3 Indemnification Section 10 4 Gender and Grammar Section 10 5 Severability Section 10 6 Captions Section 107 Perpetuities ARTICLE XI ENFORCEMENT 19 21 9922222 19 19 21 21 21 22 Section 11 1 In General Section 11.2 Government Enforcement Section 11.3 Delay or Failure to Enforce 222 22 22 22 ARTICLE XII PRIVATE AMENITIES AND SERVICES 22 Section 12.1 Private Amenities and Services 22 ARTICLE XIII. LIMITATION ON DECLARANT'S LIABILITY 23 Section 13.1 Limitation on Declarant's Liability 23 SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE THIS SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS,

Section 13.1 Limitation on Declarant's Liability 23 SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE THIS SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE (the "Declaration"), is made this 15th day of May 199 6. by THE PRESERVE AT FALL CREEK, LLC.

an Indiana limited liability company, and WITNESSES: WHEREAS, Declarant is the owner of real property described in Exhibit A attached hereto and made a part hereof, which real property will be subdivided and known as Timberline and will be more particularly described on the plat thereof ("Plat") recorded in the Office of the Recorder of Marion County, Indiana (Timberline together with any additions thereto as hereinafter provided are referred to herein collectively as the "Real Estate" or as the "Community"); WHEREAS, Declarant has heretofore caused to be recorded a Declaration of Covenants, Conditions, Easements and Restrictions of The Preserve at Fall Creek, recorded on May 24th 1996 as Instrument No 960064778 in the office of the Recorder of Marion County, Indiana (hereinafter referred to as the "Master Declaration"), pursuant to which mutual and beneficial covenants, conditions and charges were imposed upon the Community as more particularly described therein; WHEREAS, pursuant to the Master Declaration, Declarant contemplated that this Supplemental Declaration would be recorded to annex the Real Estate as provided for in the Master Declaration and to set forth specific and particular restrictions affecting the Community which would be in addition to those imposed by the Master Declaration, for the purposes, among other things, of specifying the services to be provided for Owners in the Community by the

the Community which would be in addition to those imposed by the Master Declaration, for the purposes, among other things, of specifying the services to be provided for Owners in the Community by the Community Association (as herein defined), Community Assessments for such services (which are in addition to the assessments levied and collected by the Association (as defined in the Master Declaration) pursuant to the Master Declaration for Common Expenses of the Association) and such other matters as may be peculiar to the Community in relation to the other properties now or hereafter subject to the Master Declaration; WHEREAS, Declarant intends to sell and convey the Lots situated within the platted areas of the Community and before doing so desires to subject to and impose upon all real estate within the platted areas of the Community mutual and beneficial covenants, conditions, restrictions, and charges which shall be in addition to those imposed by the Master Declaration, under a general plan or scheme of improvement for the benefit and complement of the Lots and lands in the Community and future owners thereof; and WHEREAS, the Declarant has formed (or intends to form) the Community Association (as defined herein) for the purposes of carrying out the powers and duties aforesaid NOW, THEREFORE, Declarant, pursuant to the provisions of Section 8 1 of the Master Declaration, hereby declares that all of the platted Lots and lands located within the Community as they become platted are held and shall be held, conveyed, hypothecated or encumbered, leased, rented, used, occupied and improved, subject to the Master Declaration and this Declaration, all of which are declared and agreed to be in furtherance of a plan for the

thecated or encumbered, leased, rented, used, occupied and improved, subject to the Master Declaration and this Declaration, all of which are declared and agreed to be in furtherance of a plan for the improvement and sale of said Lots and lands in the Community, and are established and agreed upon for the purpose of enhancing and protecting the value, desirability and attractiveness of the Community as a whole and of each of said Lots situated therein. This Declaration shall run with the land and shall be binding upon Declarant and upon the parties having or acquiring any right, title or interest, legal or equitable, in and to the Real Estate or any part or parts thereof, and shall inure to the benefit of successors in title to the Real Estate Section 1.1 Additional Land ARTICLE I.

DEFINITIONS Additional Land shall mean and refer to additional real property subject to Declarant's reserved unilateral right to annex the same within and subject to this Declaration as provided elsewhere herein Section 1.2 Articles of Incorporation Articles of Incorporation means and refers to the Articles of Incorporation of the Community Association, as filed with the Secretary of State of the State of Indiana Section 1.3 Bylaws. Bylaws shall refer to the Bylaws of the Community Association, as the same may exist and be in effect from time to time Section 1.4 Community Assessments. Community Assessments shall mean assessments for such expenses as may be provided for herein or in the Master Declaration which shall be used for the purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of the Lots in the Community and for the purpose of maintaining the properties or providing services for the Owners within the Community, all as

mmon benefit, and enjoyment of the Owners and occupants of the Lots in the Community and for the purpose of maintaining the properties or providing services for the Owners within the Community, all as may be specifically authorized from time to time by the Board of Directors. The Community Assessments shall be levied equally against Owners of Lots in a Community for such purposes that are authorized by this Declaration or by the Board of Directors from time to time, provided that in the event assessments are levied for exterior maintenance of dwellings, or insurance on dwellings, or replacement reserves which pertain to particular dwellings within a given Community such assessments (that are for the use and benefit of particular Lots) shall be levied upon a pro rata basis among the benefited Owners - 2 | Section 1.5 Community Association Community Association shall mean and refer to the Timberline Community Association, Inc. or an organization of similar name, formed, or to be formed, as an Indiana nonprofit corporation, its successors and assigns Section 1.6 Community Facilities Community Facilities shall refer to facilities such as a swimming pool, bath houses, pavilions and related facilities and equipment, if any, to be located within and to be part of the Community only for the use of Owners of Lots in the Community, as determined and provided by Declarant and all real and personal property now or hereafter owned by or subject to an casement in favor of the Community Association only for the use of Owners of Lots in the Community Section 1.7 Control Transfer Date Control Transfer Date shall be the date on which the Declarant is no longer a Class B Member of the Community Association Section 1.8 Declarant Declarant means The Preserve at Fall Creek, LLC, an Indiana

trol Transfer Date shall be the date on which the Declarant is no longer a Class B Member of the Community Association Section 1.8 Declarant Declarant means The Preserve at Fall Creek, LLC, an Indiana limited liability company, or any other person, firm, corporation or partnership which succeeds to the interest of The Preserve at Fall Creek, LLC, as developer of the Community, as a matter of law or as evidenced by a written instrument of transfer to such effect Section 1.9 Eligible Mortgage Holder Eligible Mortgage Holder shall mean a holder.

insurer, or guarantor of a first mortgage on a Lot who has requested notice of certain matters from the Community Association as herein and in the Bylaws provided Section 1.10 Eligible Votes Eligible Votes shall mean those votes available to be cast on the issue at hand. A vote which is for any reason suspended is not available to be cast.

Section 1.11 Lot Lot shall mean a portion of the Community other than the Community Facilities and Common Area (as defined in the Master Declaration) intended for any type of independent ownership and use as may be set out in this Declaration and as shall be shown on Where the context the Plats and Plans filed with this Declaration and amendments thereto indicates or requires, the term Lot includes any structure on the Lot Section 1.12 Member Member shall mean and refer to a person or entity entitled to membership in the Community Association, as provided herein Section 1.13 Mortgage Mortgage means any mortgage, deed to secure debt, and any and all other similar instruments used for the purpose of conveying or encumbering real property 35 security for the payment or satisfaction of an obligation Section 1.14 Owner Owner shall mean and refer to the record owner, whether one or

for the purpose of conveying or encumbering real property 35 security for the payment or satisfaction of an obligation Section 1.14 Owner Owner shall mean and refer to the record owner, whether one or more persons or entities, of any Lot which is part of the Community, but excluding any party holding the fee simple title merely as security for the performance of an obligation Owner shall include the Declarant (but pursuant to Section 8 11 no assessments are payable by Declarant as an Owner except as specifically described therein) -3Section 1.15 Plats and Plans. Plats and Plans shall collectively mean those plats or plans of all or any portion of the Community making reference hereto which have been or hereafter may be recorded in the office of the Recorder of Marion County, Indiana, as the same may be amended or supplemented by replats or otherwise Section 1.16 Quorum. Quorum shall mean the percent of Eligible Votes entitled to be cast on a matter at any meeting of Members as specified in the Bylaws Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Master Declaration unless the context otherwise requires ARTICLE II.

PROPERTY RIGHTS Section 2.1 Rules and Regulations The Board of Directors of the Community Association may establish reasonable rules and regulations concerning the use of the Community Facilities and individual Lots in the Community, as appropriate Copies of such regulations and amendments thereto shall be furnished by the Community Association to all Owners prior to the rule's effective date. Such regulations shall be binding upon the Owners, their families, tenants, guests, invitees, and agents until and unless such regulation, rule, or requirement shall be

r to the rule's effective date. Such regulations shall be binding upon the Owners, their families, tenants, guests, invitees, and agents until and unless such regulation, rule, or requirement shall be specifically overruled, cancelled, or modified by the Board of Directors of the Community Association or the Community Association in a regular or special meeting by the vote of twothirds (2/3) of all Eligible Votes and with the written approval of the Class B Member prior to the Control Transfer Date The Board shall have the authority to impose reasonable monetary fines and other sanctions, and monetary fines may be collected by lien and foreclosure, as provided in Article VIII. In addition, the Community Association, through the Board, may, by contract or other agreement, enforce county ordinances or permit Marion County to enforce ordinances affecting the Development for the benefit of the Community Association and its Members Section 2.2 Use Without the prior written consent of the Board of Directors, nothing shall be done or kept on any Lot or any Community Facilities or any part thereof to increase the rate of insurance on the Community or any part thereof over what the Community Association, but for such activity, would pay Noxious, destructive, or offensive activity, or any activity constituting an unreasonable source of annoyance, shall not be conducted on any Lot or any Community Facilities or any part thereof, and the Community Association shall have standing to initiate legal proceedings to abate such activity. Each Owner shall refrain from any act or use of his or her Lot which could reasonably cause embarrassment, discomfort, or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce

frain from any act or use of his or her Lot which could reasonably cause embarrassment, discomfort, or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce reasonable rules and regulations in furtherance of this provision.

Section 2.3 Construction and Improvements Construction upon and improvement of any Lot shall be conducted in accordance with the Guidelines for Architectural Approval - 4attached hereto as Exhibit B. The mailbox for each Lot shall be constructed by Declarant with materials supplied by Declarant and in accordance with the specifications established by Declarant ARTICLE III.

MEMBERSHIP AND VOTING RIGHTS Section 3.1 Membership. Every Owner of a Lot shall be a Member of the Community Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot.

Section 3.2 Classes of Membership The Community Association shall have two (2) classes of Members consisting of Class A Members and the Class B Member (a) (b) Class A Class A Members shall be all Owners with the exception of the Declarant Except as otherwise provided herein or in the Articles of Incorporation, each Owner shall be entitled to one vote for each Lot owned When more than one person is an Owner of a Loi, all such persons shall be Members The vote for such Lot shall be exercised by the person whom the collective Members with respect to such Lot may designate In the event that a Membership stands of record in the names of at least two (2) persons or entities, then if one person or entity votes, the vote binds all persons In no event shall such vote be split into fractional votes and in no event shall more than one vote be cast with respect to any Lot Each vote cast with respect to a Lot shall

he vote binds all persons In no event shall such vote be split into fractional votes and in no event shall more than one vote be cast with respect to any Lot Each vote cast with respect to a Lot shall presumptively be valid, but if such vote is questioned by any Member holding any interest in such Lot and if all such Members holding an interest in the Lot are not in agreement as to the validity of the vote for such Lot which is questioned, then such vote shall not be counted. In addition, the Community Association may reject a vole, consent, waiver or proxy appointment if there is a reasonable basis to doubt the validity of a signature or the signatory's authority Class B The Declarant shall be the sole Class B Member The Class B Member shall be entitled to four (4) voles per Lot that it owns for so long as it shall own any Lot or other real estate in the Community, or until the Declarant's Class B The membership is converted to a Class A membership if that occurs earlier Class B membership shall cease and be converted to a Class A membership on the happening of the first to occur of the following events: (i) (ii) When the Class B Member owns less than twenty-five percent (25%) of the Lots in the Community.

When the Class B Member voluntarily surrenders its Class B membership, or - 5(iii) Five (5) years after the first Lot is conveyed to an Owner in any portion of the Community Section 3.3 Board of Directors Subsequent to the Control Transfer Date, the Owners shall elect a Board of Directors (the "Board of Directors" or the "Board") of the Community Association as prescribed by the By-Laws The Board of Directors shall manage the affairs of the Community Association. The initial Board of Directors shall be appointed by Declarant and

the Community Association as prescribed by the By-Laws The Board of Directors shall manage the affairs of the Community Association. The initial Board of Directors shall be appointed by Declarant and shall manage the affairs of the Community Association until the Control Transfer Date Section 3.4 Professional Management No contract or agreement for professional management of the Community Association by Declarant nor any other contract between the Community Association and Declarant shall be for a term in excess of three (3) years Any such agreement or contract shall provide for termination by either party with or without cause without any termination fee by written notice of ninety (90) days or less Section 3.5 Responsibilities of the Community Association The Community Association is hereby authorized to act and shall act on behalf of, and in the name, place, and stead of, the individual Owners in all matters pertaining to the maintenance, repair, and replacement of the Community Facilities, the determination of Community Assessments, the collection of Community Assessments, and the granting of any approvals whenever and to the extent called for by this Declaration for the common benefit of all such Owners The Community Association shall also bill for and collect the amount for Common Expenses and Special Assessments pursuant to the Master Declaration, and upon receipt, deliver said amount to the Association, as provided for in the Master Declaration The Community Association shall also have the right, but not the obligation, to act on behalf of any Owner or Owners in seeking enforcement of the terms, covenants, conditions and restrictions contained in this Declaration. Neither the

o have the right, but not the obligation, to act on behalf of any Owner or Owners in seeking enforcement of the terms, covenants, conditions and restrictions contained in this Declaration. Neither the Community Association nor its officers or authorized agents shall have any liability whatsoever to any Owner for any action taken under color of authority of this Declaration or for any failure to take any action called for by this Declaration, unless such act or failure to act is in the nature of a willful or reckless disregard of the rights of the Owners or in the nature of willful, intentional, fraudulent, or reckless misconduct. The Community Association shall procure and maintain insurance in accordance with the provisions of Article V hereof. The Community Association may contract for such services as management, snow removal, security control, trash removal, and such other services as the Community Association deems necessary or advisable Section 3.6 Control and Transfer of Control of Community Association Until the Control Transfer Date, the Board of Directors of the Community Association shall consist of persons appointed by Declarant -6ARTICLE IV.

MAINTENANCE Section 4.1 Maintenance.

(a) (b) The Community Association shall maintain and keep in good repair the Community Facilities. The maintenance of the Community Facilities shall be deemed to include, but not be limited to, maintenance, repair, and replacement, subject to the insurance and casualty loss provisions contained herein, at the Community Association's sole cost and expense as Community Assessments, of all trees, fences, shrubs, grass, Community Facilities, walks, the accent or special effect lighting system and other Improvements situated upon the Community Facilities

e as Community Assessments, of all trees, fences, shrubs, grass, Community Facilities, walks, the accent or special effect lighting system and other Improvements situated upon the Community Facilities In the event that the Board of Directors of the Community Association determines that (i) any Owner has failed or refused to discharge properly his or her obligations with regard to the maintenance, repair, or replacement of items for which he or she is responsible hercunder or otherwise; or (ii) that the need for maintenance, repair, or replacement, which is the responsibility of the Community Association hereunder, is caused through the willful or negligent act of an Owner, his or her family, guests, lessees, or invitees, and is not covered or paid for by insurance, in whole or in part, then, in that event, the Community Association, except in the event of an emergency situation, shall give the Owner written notice of the Community Association's intent to provide such necessary maintenance, repair, or replacement, at the Owner's sole cost and expense; the notice shall set forth with reasonable particularity the maintenance, repairs, or replacement required and shall advise the Owner to complete the same within three (3) days from the date of such notice; provided, however, that if the same is not capable of completion within the three (3) day period, such notice shall advise the Owner to immediately commence such work which shall be completed within a reasonable time If any Owner does not comply with the provisions hereof, the Community Association may provide any such maintenance, repair, or replacement at Owner's sole cost and expense, and the cost shall be added to and become a part of the assessment to which such Owner is subject and shall

n may provide any such maintenance, repair, or replacement at Owner's sole cost and expense, and the cost shall be added to and become a part of the assessment to which such Owner is subject and shall become a lien against the Lot -7ARTICLE V.

INSURANCE Section 5.1 Insurance (a) (b) (c) The Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain insurance for all insurable improvements on the Community Facilities against loss or damage by fire or other hazards, including extended This insurance shall be in an coverage, vandalism, and malicious mischief amount sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage or destruction from any such hazard The Board shall also obtain a public liability policy covering the Community Facilities, the Community Association and its Members for all damage or injury caused by the negligence of the Community Association or any of its Members or agents The public liability policy shall have at least a Five Hundred Thousand Dollar ($500,000) single person limit as respects bodily injury and property damage, a One Million Dollar ($1,000,000) limit per occurrence, and a Two Hundred Fifty Thousand Dollar ($250,000) minimum property damage limit Premiums for all insurance on the Community Facilities shall be a cost paid by Community Assessments. The policy may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost All such insurance coverage obtained by the Board of Directors shall be written in the name of the Community Association as Trustee for the respective benefited

least equals the full replacement cost All such insurance coverage obtained by the Board of Directors shall be written in the name of the Community Association as Trustee for the respective benefited parties, as further identified below Such insurance shall be governed by the provisions hereinafter set forth: (i) (ii) (iil) All policies shall be written with a company licensed to do business in Indiana and holding a rating of X1 or better in the Financial Category as established by A. M Best Company, Inc, if reasonably available, or, if not available, the most nearly equivalent rating All policies on the Community Facilities shall be for the benefit of the Lot Owners and their mortgagees as their interests may appear.

Exclusive authority to adjust losses under policies in force on the Community Facilities obtained by the Community Association shall be vested in the Board of Directors; provided, however, no mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any. related thereto -B| (iv) ૐ (A) દ (vi) In no event shall the insurance coverage oblained and maintained by the Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their mortgagees All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Marion County area The Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (1) (2) (3) (4)

r with construction in the Marion County area The Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (1) (2) (3) (4) a waiver of subrogation by the insurer as to any claims against the Community Association's Board of Directors, its manager, the Owners, and their respective tenants, servants, agents, and guests; a waiver by the insurer of its rights to repair, and reconstruct, instead of paying cash; that no policy may be cancelled, invalidated, or suspended on account of any one or more individual Owners; that no policy may be cancelled, invalidated, or suspended on account of the conduct of any director, officer, or employee of the Community Association or its duly authorized manager without prior demand in writing delivered to the Community Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Community Association, its manager, any Owner, or mortgagee; (5) that any "other insurance" clause in any policy exclude individual Owners' policies from consideration; and (6) that no policy may be cancelled or substantially modified without at least thirty (30) days' prior written notice to the Community Association (d) In addition to the other insurance required by this Section, the Board shall obtain, as a Community expense, worker's compensation insurance, if and to the extent necessary, and a fidelity bond or bonds on directors, officers, employees, and other persons handling or responsible for the Community Association's funds The amount of fidelity coverage shall be determined in the Board's best business judgment, but may not be less than three (3) months' assessments plus reserves -9-

or the Community Association's funds The amount of fidelity coverage shall be determined in the Board's best business judgment, but may not be less than three (3) months' assessments plus reserves -9on hand Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and may not be cancelled or substantially modified without at least thirty (30) days' prior written notice to the Community Association Section 5.2 Disbursement of Proceeds Proceeds of insurance policies written in the name of the Community Association shall be disbursed as follows: (a) (b) If the damage or destruction for which the proceeds are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided Any proceeds remaining after defraying such costs of repairs or reconstruction to the Community or, in the event no repair or reconstruction is made, after making such settlement as is necessary and appropriate with the affected Owner or Owners and their mortgagee(s) as their interests may appear, shall be retained by and for the benefit of the Community Association and placed in a capital improvements account. This is a covenant for the benefit of any mortgagee of a Lot and may be enforced by such mortgagee If it is determined that the damage or destruction to the Community Facilities for which the proceeds are paid shall not be repaired or reconstructed, such proceeds shall be disbursed in the manner as provided for excess proceeds in Section 5.3(a) Section 5.3 Damage and Destruction (a) (b) Immediately after the damage or destruction by fire or other casualty to all or any

disbursed in the manner as provided for excess proceeds in Section 5.3(a) Section 5.3 Damage and Destruction (a) (b) Immediately after the damage or destruction by fire or other casualty to all or any part of the Community Facilities covered by insurance written in the name of the Community Association, the Board of Directors, or its duly authorized agent, shall proceed with the filing and adjustment of all claims arising under such Insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed portions of the Community Facilities Repair or reconstruction, as used in this paragraph means repairing or restoring the Community Facilities to substantially the same condition in which it existed prior to the fire or other casualty Any damage or destruction to the Community Facilities shall be repaired or reconstructed unless the Class B Member and at least seventy-five (75%) per cent of the Eligible Votes shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Community Association within said period, then the period shall be extended until such information shall be made available; provided, however, such - 10 (c) extension shall not exceed sixty (60) days. No mortgagee shall have the right to participate in the determination of whether the Community Facilities damage or destruction shall be repaired or reconstructed.

In the event that it should be determined by the Community Association in the manner described above that the damage or destruction of the Community

or destruction shall be repaired or reconstructed.

In the event that it should be determined by the Community Association in the manner described above that the damage or destruction of the Community Facilities shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the damaged portion of the Community Facilities shall be restored to its natural state and maintained as an undeveloped portion of the Community Facilities by the Community Association in a neat and attractive condition.

Section 5.4 Repair and Reconstruction If the damage or destruction for which the insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall use general funds or seek a special assessment as permitted in Section 84.

ARTICLE VI.

ANNEXATION OF ADDITIONAL PROPERTY Section 6,1 Annexation without Approval of Owners (a) (b) (c) As the owner thereof, or if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option, from time to time at any time, to subject to the provisions of this Declaration and the jurisdiction of the Community Association all or any portion of the real property described in Exhibit C and/or Exhibit D, attached hereto and by reference made a part hereof, and any other real estate adjacent thereto or to the Community as the same exists from time to time whether in fee simple or leasehold, by filing in the Recorder's Office of Marion County, Indiana, an amendment to this Declaration annexing such property. Such amendment to this Declaration shall not require the vote or approval of any Owners Any such annexation shall be effective upon

y, Indiana, an amendment to this Declaration annexing such property. Such amendment to this Declaration shall not require the vote or approval of any Owners Any such annexation shall be effective upon the filing for record of such amendment unless otherwise provided therein.

Declarant shall have the unilateral right to transfer to any other person the said right, privilege, and option to annex additional property which is herein reserved to Declarant, provided that such transferee or assignee shall be the developer of at least a portion of said real property to be so annexed and that such transfer is memorialized in a written, recorded instrument The rights reserved unto Declarant to subject Additional Land to the Declaration shall not be implied or construed so as to impose any obligation upon Declarant to subject any of such Additional Land to this Declaration or to the jurisdiction - 11 of the Community Association nor any obligation, if subjected, to build housing of the same type, design, or materials If such Additional Land is not subjected to this Declaration, Declurant's reserved rights shall not impose any obligation on Declarant to impose covenants and restrictions similar to those contained herein upon such Additional Land, nor shall such rights in any manner limit or restrict the use to which such Additional Land may be put by Declarant or any subsequent owner thereof, whether such uses are consistent with the covenants and restrictions imposed hereby or not..

Section 6.2 Acquisition of Additional Community Facilities Declarant may convey to the Community Association additional real estate, improved or unimproved, which upon conveyance or dedication shall be accepted by the Community Association and thereafter shall

eclarant may convey to the Community Association additional real estate, improved or unimproved, which upon conveyance or dedication shall be accepted by the Community Association and thereafter shall be maintained by the Community Association as an expense for the benefit of all Owners Section 6.3 Amendment. This Article shall not be amended without the written consent of Declarant, so long as the Declarant owns any property described in Exhibit A or Exhibit C attached hereto Section 6,4 Existing Homes. There are two (2) homes currently existing on the property described in Exhibit D. The owners thereof shall be entitled to become members of the Community Association and shall enjoy the benefits of the amenities and common areas thereof, provided that such owners shall pay the dues and fees assessed by the Community Association the same as other Owners, without the necessity of the Exhibit D property being annexed.

ARTICLE VII.

RIGHTS AND OBLIGATIONS OF THE COMMUNITY ASSOCIATION Section 7.1 Community Facilities. The Community Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Community Facilities and all improvements thereon (including furnishings and equipment related thereto, if any), and shall keep them in good, clean, attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions of this Declaration and the Bylaws Section 7.2 Services The Community Association may obtain and pay for the services of any person or entity to manage its affairs or any part thereof, to the extent it deems advisable, as well as such other personnel as the Community Association shall determine to be necessary

rvices of any person or entity to manage its affairs or any part thereof, to the extent it deems advisable, as well as such other personnel as the Community Association shall determine to be necessary or desirable for the proper operation of the Community, whether such personnel are furnished or employed directly by the Community Association or by any person or entity with whom or with which it contracts The Community Association may obtain and pay for legal and accounting services necessary or desirable in connection with the operation of the Community or the enforcement of this Declaration - 12 Section 7.3 Personal Property and Real Property for Common Use. The Community Association, through action of its Board of Directors, may acquire, hold and dispose of tangible and intangible personal property and real property The Board, acting on behalf of the Community Association, shall accept any real or personal property, leasehold, or other property interests located within the properties described in Exhibit A or Exhibit C attached hereto or hereafter annexed into the Community and conveyed to it by the Declarant.

Section 7.4 Implied Rights The Community Association may exercise any other right or privilege given to it expressly by this Declaration, the Articles of Incorporation or the Bylaws, and every other right or privilege reasonably to be implied for the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege Section 7.5 Self-Help In addition to any other remedies provided for herein, the Community Association or its duly authorized agent shall have the power to enter upon a Lot or any portion of the Community Facilities to abate or remove, using such force as may be

ed for herein, the Community Association or its duly authorized agent shall have the power to enter upon a Lot or any portion of the Community Facilities to abate or remove, using such force as may be reasonably necessary, any erection, thing or condition which violates this Declaration, the Bylaws, the rules and regulations. or the use restrictions Unless an emergency situation exists, the Board shall give the violating Owner five (5) days' written notice of its intent to exercise self-help. All costs of self-help, including reasonable attorney's fees and paraprofessional fees actually incurred shall be assessed against the violating Owner and shall be collected as provided for herein for the collection of assessments.

Section 7.6 Right of Entry The Community Association shall have the right, in addition to and not in limitation of all the rights it may have, to enter into structures and upon Lots for emergency, security, or safety purposes, which right may be exercised by the Community Association's Board of Directors, officers, agents, employees, managers, and all police officers, firefighters, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after reasonable notice to the Owner or occupant of the Lot ARTICLE VIII.

COMMUNITY ASSESSMENTS Section 8,1 Purpose of Community Assessment. The Community Assessments provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of Lots, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors

efit, and enjoyment of the Owners and occupants of Lots, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors Section 8.2 Creation of Community Assessments.

(a) Community Assessments, together with interest, costs, and reasonable attorney's fees and paraprofessional fees, shall also be the personal obligation of the person - 13 who was the Owner of such Lot at the time the assessments arose, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance, except no first mortgagee who obtains title to a Lot pursuant to the remedies provided in the Mortgage shall be liable for unpaid assessments which accrued prior to such acquisition of title Community Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, monthly, quarterly, semi-annually or annually and acceleration of the annual assessment for delinquents Unless the Board otherwise provides, all assessments shall be paid annually In addition to collection of Community Assessments, the Board shall collect the assessments set forth in the Master Declaration in the amounts and at the times set forth by the Association's Board of Directors and the Association, and upon receipt shall immediately deliver such amounts to the Association The Association may, at any time and from time to time, invoice the Owner directly for the assessments due under the Master Declaration, and, in such event, the Owners shall pay such amounts directly to the Association, and not to the Community Association Section 8,3 Computation of Assessments (a) (b)

due under the Master Declaration, and, in such event, the Owners shall pay such amounts directly to the Association, and not to the Community Association Section 8,3 Computation of Assessments (a) (b) It shall be the duty of the Board, at least sixty (60) days before the beginning of the fiscal year and thirty (30) days prior to the meeting at which the budget shall be presented to the Membership. to prepare a budget covering the estimated costs of operating the Community Association during the coming year. The budget may include a capital contribution establishing a reserve fund in accordance with a capital budget separately prepared Each Owner covenants and agrees to pay to the Community Association his or her share of Community Assessments. The Board shall cause a copy of the budget, the amount of the assessments to be levied against each Lot for the following year and a description of the method used in determining the assessments to be delivered to each Owner at least fifteen (15) days prior to the meeting Each segment of the budget including, without limitation, the Community Assessments, shall become effective unless disapproved at a meeting by a vote of at least two-thirds (2/3) of a Quorum of the Members Notwithstanding the foregoing, however, in the event that (i) the proposed budget or Community Assessments are disapproved in accordance with 8 3 (a) or (ii) the Board fails for any reason to determine the budget for the succeeding year, then and until such time as a budget (or such portion thereof or assessments as shall have been disapproved in accordance with the foregoing) shall have been determined as provided herein. the budget (or applicable portion thereof or assessments) in effect for the then current year shall continue for the succeeding year - 14 -

he foregoing) shall have been determined as provided herein. the budget (or applicable portion thereof or assessments) in effect for the then current year shall continue for the succeeding year - 14 (c) (d) In the event that the amounts actually expended by the Community Association for Community Assessments in any fiscal year exceed the amounts budgeted and assessed for Community Assessments for that fiscal year, the amount of such deficit shall be carried over and become an additional basis for assessments for the following fiscal year, except that so long as the Declarant controls the Community Association, Declarant may, but shall be under no obligation, to fund such deficit; provided, however, that Declarant shall be reimbursed by the Community Association for any deficits so funded, together with interest at ten percent (10%) per annum until so reimbursed, from available surpluses in later years or through Special Assessments Thereafter, such deficit may be recouped either by inclusion in the budget for annual assessments or by the making of one or more Special Assessments for such purpose, at the option of the Community Association In the event that the amounts budgeted and assessed for Community Assessments in any fiscal year exceed the amount actually expended by the Community Association for Community Assessments for that fiscal year, an allocable share of such excess (based on the amounts originally levied as assessments) shall be a credit against the assessment due from each Owner for the next fiscal year(s); provided, that Declarant shall first be reimbursed for deficits previously paid, with interest, as required above before such excess shall be so credited to Owners During the first year following the date of recordation of this Declaration, the

bursed for deficits previously paid, with interest, as required above before such excess shall be so credited to Owners During the first year following the date of recordation of this Declaration, the total Community Assessments per Lot per year shall not exceed Zero and 00/100 Dollars ($0.00) Section 8.4 Special Assessments. In addition to the other assessments authorized herein, the Community Association may levy Special Assessments in any year So long as the total amount of Special Assessments allocable to each Lot does not exceed Fifty Dollars ($50 00) in any one fiscal year, the Board may impose the Special Assessment Any Special Assessment which would cause the amount of Special Assessments allocable to any Lot to exceed this limitation shall be effective only if approved by two-thirds (2/3) of a Quorum of the Members.

Special Assessments shall be paid as determined by the Board. and the Board may permit Special Assessments to be paid in installments extending beyond the fiscal year in which the Special Assessment is imposed Section 8.5 Lien for Assessments.

(a) All sums assessed against any Lot pursuant to this Declaration, together with late charges, interest, costs, and reasonable attorney's fees and paraprofessional fees actually incurred, as provided herein, shall be secured by a lien on such Lot in favor of the Community Association. Such licn shall be superior to all other liens and encumbrances on such Lot, except for (i) liens of ad valorem taxes; or (ii) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarant duly recorded in the land records of Marion County, Indiana, and all amounts - 15 (b) advanced pursuant to such Mortgage and secured thereby in accordance with the terms of such instrument

Declarant duly recorded in the land records of Marion County, Indiana, and all amounts - 15 (b) advanced pursuant to such Mortgage and secured thereby in accordance with the terms of such instrument All other persons acquiring liens or encumbrances on any Lot after this Declaration shall have been recorded in such records shall be deemed to consent that such liens or encumbrances shall be inferior to future liens for assessments, as provided herein, whether or not prior consent is specifically set forth in the instruments creating such liens or encumbrances Section 8.6 Effect of Nonpayment of Assessments: Remedies of the Community Association.

(a) (b) Any The Any assessments which are not paid when due shall be delinquent assessment delinquent for a period of more than ten (10) days shall incur a late charge in an amount as the Board may from time to time determine Community Association shall cause a notice of delinquency to be given to any Member who has not paid within ten (10) days following the due date If the assessment is not paid within thirty (30) days, a lien, as herein provided, shall attach and, in addition, the lien shall include the late charge, interest, not to exceed the maximum legal rate, on the principal amount due, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees and paraprofessional fees actually incurred, and any other amounts provided or permitted by law In the event that the assessment remains unpaid after sixty (60) days, the Community Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien Each Owner, by acceptance of a deed or as a party to any other type of a conveyance, vests in the

on may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien Each Owner, by acceptance of a deed or as a party to any other type of a conveyance, vests in the Community Association or its agents the right and power to bring all actions against him or her, personally, for the collection of such charges as a debt or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien provided for in this Article shall be in favor of the Community Association and shall be for the benefit of all other Owners The Community Association, acting on behalf of the Owners, shall have the power to bid on the Lot at any foreclosure sale or to acquire, hold, lease, mortgage, or convey the Lo No Owner may waive or otherwise except liability for the assessments provided for herein, Including, by way of illustration, but not limitation, abandonment of the Lot.

All payments shall be applied first to costs and attorneys' and paraprofessional fees, then to late charges, then to interest, then to delinquent assessments, then to any unpaid installments of the annual assessment or special assessments which are not the subject matter of suit in the order of their coming due, and then to any unpaid installments of the annual assessment or special assessments which are the subject matter of suit in the order of their coming due - 16Section 8.7 Capital Budget and Contribution The Board of Directors shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost for items of a capital nature within the Community. The Board shall set the required capital contribution,

laceable assets, the expected life of each asset, and the expected repair or replacement cost for items of a capital nature within the Community. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Community Association as shown on the capital budget, with respect to both amount and timing by annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and Community Assessments, as provided in Section 83. A copy of the capital budget shall be distributed to cach Member in the same manner as the operating budget Section 8.8 Subordination of the Lien to First Deeds of Trust and First Mortgages The lien of the assessments, including interest, late charges, costs (including attorneys' fees and paraprofessional fees) provided for herein, shall be subordinate to the lien of any first Mortgage upon any Lot. The sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to judicial or nonjudicial foreclosure of a first Mortgage shall extinguish the lien of such assessments as to payments which become due prior to such sale or transfer (subject to the right of the Community Association to payment out of available foreclosure sale proceeds) No sale or transfer shall relieve such Lot from lien rights for any assessments thereafter becoming due Where the mortgagee of a first Mortgage of record or other purchaser of a Lot obtains title, his or her successors and assigns shall not be liable for the share of the Community Assessments by the Community Association chargeable to such Lot

f record or other purchaser of a Lot obtains title, his or her successors and assigns shall not be liable for the share of the Community Assessments by the Community Association chargeable to such Lot which became due prior to the acquisition of title to such Lot by such acquirer. Such unpaid share of Community Assessments shall be deemed to be Community Assessments collectible from all the Lots, including such acquirer, his or her successors and assigns.

Section 8.9 Capitalization of Community Association Upon acquisition of record title to a Lot from Declarant, each Owner shall contribute to the capital of the Community Association an amount equal to twenty-five percent (25%) of the amount of the annual Community Assessments. All such amounts shall be set aside as capital replacement/working capital reserve, and shall not be utilized by Declarant or the Community Association until after the Control Transfer Date.

Section 8.10 Date of Commencement of Annual Assessments The annual assessments provided for herein shall commence as to a particular Lot on the first day of the month following the conveyance of such Lot by the Declarant to an Owner (other than a commercial builder), or by an Owner who is a commercial builder to an Owner who is an end-user, and shall be due and payable in a manner and on a schedule as the Board of Directors may provide The first annual assessment shall be adjusted according to the number of months then remaining in that fiscal year. The date any Lot becomes subject to assessment hereunder shall be the date on which such Lot is transferred by Declarant to an Owner; provided, however, that Declarant may, in its sole and absolute discretion delay the starting date for assessments for as long as Declarant

e on which such Lot is transferred by Declarant to an Owner; provided, however, that Declarant may, in its sole and absolute discretion delay the starting date for assessments for as long as Declarant shall deem appropriate in its sole and absolute discretion but assessments shall in all events be payable commencing on the first day of the first month following the date the Lot is occupied -17for the residential purposes or is suitable for such occupancy as evidenced, for example, by the appropriate official of Marion County, Indiana, or an architect issuing a certificate of occupancy or its equivalent stating that the residential structure on such Lot is substantially complete and available for occupancy Section 8.11 Assessments by Declarant (a) (b) Declarant covenants and agrees to pay the full amount of the annual assessment for each Lot occupied for residential purposes that it owns; notwithstanding anything contained herein to the contrary, the Declarant shall not be required to pay any assessments for any Lots not occupied for residential purposes (other than completed vacant apartment units held for rental in the ordinary course of business) that it owns, including but not limited to model homes Notwithstanding anything to the contrary herein, the Declarant may contribute assessments due from it in services or materials or a combination of services and materials, rather than in money (herein collectively called in-kind contribution) The amount by which monetary assessments shall be decreased as a result of any in-kind contribution shall be the fair market value of the contribution If the Declarant and the Community Association agree as to the value of any contribution, the value shall be as agreed. If the Community Association and the

e the fair market value of the contribution If the Declarant and the Community Association agree as to the value of any contribution, the value shall be as agreed. If the Community Association and the Declarant cannot agree as to the value of any contribution, the Declarant shall supply the Community Association with a detailed explanation of the service performed and material furnished, and the Community Association shall acquire bids for performing like services and furnishing like materials from three (3) independent contractors approved by the Declarant who are in the business of providing such services and materials If the Community Association and the Declarant are still unable to agree on the value of the contribution, the value shall be deemed to be the average of the bids received from the independent contractors ARTICLE IX.

MORTGAGEE RIGHTS Section 9.1 Notices of Action An institutional holder, insurer, or guarantor of a first Mortgage, who provides written request to the Community Association (such request to state the name and address of such holder, insurer, or guarantor and the Lot number) (therefore becoming an Eligible Mortgage Holder), will, upon payment of the reasonable expense of the Community Association associated therewith, be entitled to timely written notice of: (a) any proposed termination of the Community Association; -18(b) (c) (d) T (c) condemnation, damage or destruction to the Community or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Mortgage Holder; any delinquency in the payment of assessments or charges owed by an Owner of a Lot subject to the Mortgage of such Eligible Mortgage Holder where such delinquency has continued for a period of sixty (60) days;

quency in the payment of assessments or charges owed by an Owner of a Lot subject to the Mortgage of such Eligible Mortgage Holder where such delinquency has continued for a period of sixty (60) days; any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Community Association; or any proposed action which would require the consent of Eligible Mortgage Holders.

ARTICLE X.

GENERAL PROVISIONS Section 10.1 Duration. The provisions of this Declaration shall run with and bind the land and shall be and remain in effect perpetually to the extent permitted by law; provided, however, so long as Indiana law limits the period during which covenants restricting lands to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind the land so long as permitted by such law, and such provisions may be renewed or extended, in whole or in part, beyond the initial period permitted by such law, for successive periods not to exceed the period permitted by such law, provided such renewal or extension is approved by at least two thirds (2/3) of all Eligible Votes Further, no such renewal or extension shall be effective unless there is filed for record in the Office of the Recorder of Marion County, Indiana, on or before the effective date thereof an instrument executed by the President and Secretary of the Community Association which shall state the terms of such renewal or extension and which shall contain a certification by such Secretary that such extension and renewal was duly approved the Owners Every purchaser or grantee of any interest in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees

d renewal was duly approved the Owners Every purchaser or grantee of any interest in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that such provisions of this Declaration may be extended and renewed as provided in this Section.

Section 10.2 Amendment (a) This Declaration may be amended unilaterally at any time and from time to time by Declarant (i) if such amendment is necessary to bring any provision hereof into compliance with any applicable governmental statule, rule, or regulation or judicial determination which shall be in conflict therewith; (ii) if such amendment is reasonably necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the Lots subject to this Declaration; (iii) if such amendment is required by an institutional or governmental lender or - 19 (b) (c) purchaser of mortgage loans, including, for example, the Federal Housing Administration, the Federal National Mortgage Community Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loans on the Lots subject to this Declaration; or (iv) if such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on the Lots subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Owner's Lot unless any such Owner shall consent thereto in writing. Further, so long as Declarant owns any property in the Community or capable of being annexed thereto, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall

s Declarant owns any property in the Community or capable of being annexed thereto, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially adversely affect, in the opinion of Declarant, the substantive rights of any Owner or mortgagee hereunder In addition to the above, this Declaration may be amended upon the affirmative vote or written consent, or any combination thereof, of at least two-thirds (2/3) of the Eligible Votes and the consent of the Declarant, so long as Declarant has un unexpired option to subject property to this Declaration Amendments to this Declaration shall become effective upon recordation in the Marion County.

Indiana, records, unless a later effective date is specified therein Declarant hereby reserves the right to make such amendments to this Declaration as may be deemed necessary or appropriate by Declarant without the approval of any other person or entity, in order to bring this Declaration into compliance with the requirements of any public agency having jurisdiction thereof or of any agency guaranteeing, insuring, or approving Mortgages, so long as Declarant owns any Lots within the Development or to enable reasonable development of and construction on the Lots; provided that Declarant shall not be entitled to make any amendment which has a materially adverse effect on the rights of any mortgagee, nor which substantially impairs, in the reasonable opinion of the Declarant, the benefits of this Declaration to any Owner or substantially increases the obligations imposed by this Declaration on any Owner. Declarant further reserves the right to make such amendments to this Declaration as may be

Declaration to any Owner or substantially increases the obligations imposed by this Declaration on any Owner. Declarant further reserves the right to make such amendments to this Declaration as may be deemed necessary or appropriate by Declarant without the approval of any other person or entity, which amendment shall be fully effective in accordance with its terms: (i) (ii) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Declaration; or to insert such provisions clarifying matters or questions arising under this Declaration as are necessary or desirable and are not contrary to or inconsistent with this Declaration as theretofore in effect; or - 20 (iii) to amend or modify this Declaration in any manner which in the reasonable opinion of the Declarant does not adversely affect in any material respect the rights of any mortgagee or Owner, nor which substantially impairs the benefits of this Declaration to any Owner or substantially increases the obligations imposed by this Declaration on any Owner Section 10.3 Indemnification The Community Association shall indemnify every officer and director against any and all expenses, including attorney's fees and paraprofessional fees , reasonably incurred by or imposed upon any officer or director in connection with any action , suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer or director The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance,

having been an officer or director The officers and directors shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Community Association (except to the extent that such officers or directors may also be Members of the Community Association), and the Community Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Community Association may, as a common expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation , if such insurance is reasonably available Section 10.4 Gender and Grammar The singular, wherever used herein, shall be construed to mean the plural, when applicable, and the use of the masculine pronoun shall include the neuter and feminine.

Section 10.5 Severability. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application, and, to this end, the

d, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application, and, to this end, the provisions of this Declaration are declared to be severable If any of the provisions hereof shall be held to be invalid or to be unenforceable or to lack the quality of running with the land, that holding shall be without effect upon the validity, enforceability or "running" quality of any other one of the provisions hereof Section 10.6 Captions The captions of each Article and Section hereof, as to the contents of each Article and Section, are inserted only for convenience and are in no way to be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer - 21Section 10.7 Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now-living descendants of Elizabeth, Queen of England ARTICLE XI.

ENFORCEMENT Section 11.1 In General Any party to whose benefit the restrictions herein contained inure, including Declarant and the Community Association, may proceed at law or in equity to prevent the occurrence or continuation of any violation of this Declaration at the sole cost and expense of the party violating this Declaration (which cost and expense shall become a lien on the violating Owner's Lot subject to foreclosure in the manner provided in Article VIII), but neither Declarant nor Community Association shall be liable for damages of any kind to any

ecome a lien on the violating Owner's Lot subject to foreclosure in the manner provided in Article VIII), but neither Declarant nor Community Association shall be liable for damages of any kind to any person for failing either to abide by, enforce or carry out any provision of this Declaration Section 11.2 Government Enforcement. The Department of Metropolitan Development of Marion County, Indiana, its successors and assigns, shall have no right, power, or authority, to enforce any covenants, commitments, restrictions, or other limitations contained herein other than those covenants, commitments, restrictions, or limitations that expressly run in favor of the Department of Metropolitan Development of Marion County, Indiana.

Section 11.3 Delay or Failure to Enforce. No delay or failure on the part of any aggrieved party to invoke any available remedy with respect to a violation of any one or more of the provisions of this Declaration shall be held to be a waiver by that party (or an estoppel of that party to assert) of any right available to him upon the occurrence, recurrence or continuation of such violation or violations of this Declaration ARTICLE XII.

PRIVATE AMENITIES AND SERVICES Section 12.1 Private Amenities and Services The Community Facilities shall be owned and maintained by the Community Association so long as this Declaration remains in force In the event of any termination of this Declaration and/or liquidation, dissolution or winding up of the affairs of the Community Association, the Community Association shall, after paying or making provision for the payment of all the liabilities of the Community Association, distribute all the assets of the Community Association exclusively for the purposes of the Community

ter paying or making provision for the payment of all the liabilities of the Community Association, distribute all the assets of the Community Association exclusively for the purposes of the Community Association in such manner, or to such organization or organizations as the Board of Directors shall determine Any such assets not so disposed of shall be disposed by the Judge of the Circuit Court of Marion County, Indiana, exclusively for such purposes or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purpose.

- 22 1 ARTICLE XIII.

LIMITATION ON DECLARANT'S LIABILITY Section 13.1 Limitation on Declarant's Liability. Notwithstanding anything to the contrary herein, it is expressly agreed, and each Owner, by accepting title to a Lot and becoming an Owner acknowledges and agrees that neither Declarant (including without limitation any assignee of the interest of Declarant hereunder) nor any director, officer or shareholder of Declarant (or any partner, officer, director or shareholder in any such assignee) shall have any personal liability to the Community Association, or any Owner, Member or other Person, arising under, in connection with, or resulting from (including without limitation resulting from action If any or failure to act with respect to) this Declaration or the Community Association judgment is ever levied against Declarant (or its assignee), the same is hereby agreed to be limited to the extent of Declarant's (or such assignee's) interest in the Community; and, in the event of a judgment no execution or other action shall be sought or brought thereon against any other assets, nor be a lien upon any other assets of Declarant (or its assignee)

Community; and, in the event of a judgment no execution or other action shall be sought or brought thereon against any other assets, nor be a lien upon any other assets of Declarant (or its assignee) IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration as of the date first above-written DEPT.

METROPOLITAND DEVELOPMENT DATE PER ADMINISTRATOR FILED MAY 17 1996 WRENCE TOWN: AFSUSSON THE PRESERVE AT FALL CREEK, LLC By: السلامة х Sol C. Miller, Member - 23 | STATE OF INDIANA ) ) SS: COUNTY OF MARION Before me, a Notary Public in and for said County and State, personally appeared Sol C. Miller, a Member of The Preserve at Fall Creek, LLC, an Indiana limited liability company, and acknowledged the execution of the foregoing Supplemental Declaration of Covenants, Conditions, Easements, and Restrictions 15th day of WITNESS my hand and Notarial Seal this G 101 May 199 6 Jeremy C. Brigham Signature HOTARY PUBLIC My Commission Expires: 9/22/97 Jeremy G. Brigham Printed Notary Public County of Residence: Marion This instrument was prepared by Sarah K Funke, Esq. ICE MILLER DONADIO & RYAN, One American Square, Box 82001, Indianapolis, IN 46282; Telephone: (317) 236-2100 3191904 - 24EXHIBIT A LAND DESCRIPTION Timberline Section 1 of The Preserve At Fall Creek Part of the Southwest Quarter of the Southeast Quarter of Section 19 and part of the North Half of Section 30, both in Township 17 North, Range 5 East of the Second Principal Meridian in Lawrence Township, Marion County, Indiana more particularly described as follows: Beginning at the northwest comer of the northeast quarter of sald Section 30; thence on an assumed bearing North 89°21'31" East 585 09 feet along the north line of said Section

y described as follows: Beginning at the northwest comer of the northeast quarter of sald Section 30; thence on an assumed bearing North 89°21'31" East 585 09 feet along the north line of said Section 30; thence North 62°12'12" East 263 00 feet; thence North 80°22'37" East 505 00 feet to the east line of the northwest quarter of the northeast quarter of said Section 19; thence South 00°15'25" West 198 90 feet along said line to the northeast comer of the northwest quarter of the northeast quarter of said section 30; thence South 00°00'00" East 158 23 feet along the east line of the northwest quarter of the northeast quarter of said Section 30 to a nontangent curve concave southerly, having a central angle of 6°42'54" and a radius of 512.00 feet; thence Northeasterly and Easterly along said curve an arc distance of 60 01 feet (sald arc being subtended by a chord which bears North 68°13'24" East 59.97 feet) to a nontangent line; thence South 18°25'06" East 216 85 feet; thence North 87°28'40" East 246 14 feet; thence South 79°03'23" East 509 09 feet to the centerline of Fall Creek Road; thence along said centerline for the next four courses: (1) South 27°34'00" West 92 42 feet; (2) South 24°52'07" West 128.75 feet; (3) South 22°49'19" West 115 26 feet; (4) South 21°58'00" West 74.33 feet; thence North 63°18'44" West 509 71 feel to a non-tangent curve concave northerly, having a central angle of 12°42'02" and a radius of 112 00 feet; thence Westerly along said curve an arc distance of 24.83 feet (said arc being subtended by a chord which bears North B2°44'36" West 24 78 feet) to the point of tangency thereof; thence North 76°23'35" West 159.16 feet to a curve concave northeasterly, having a central angle

ing subtended by a chord which bears North B2°44'36" West 24 78 feet) to the point of tangency thereof; thence North 76°23'35" West 159.16 feet to a curve concave northeasterly, having a central angle of 19°24'42" and a radius of 177.00 feet; thence Westerly and Northwesterly along said curve an arc distance of 59.97 feet (sald arc being subtended by a chord which bears North 66°41'14" West 59.68 feel) to a non-tangent line; thence South 52°39'48" West 209 92 feet; thence North 26'25'41" West 29 87 feet; thence South 67°24'04" West 241 05 feet; thence North 22°35'48" West 332.92 feet; thence South 69°53'05" West 50.93 feet; thence North 70°22'11" West 297 98 feet; thence South 45*17'14" West 84.15 feet; thence South 56°52'07" West 153 26 feel; thence South 86°33'05" West 84 61 feet; thence North 56°30'21" West 104.63 feet to a non-tangent curve concave easterly, having a central angle of 4°19'30" and a radius of 308.00 feet; thence Southerly along said curve an arc distance of 23 25 feet (said arc being subtended by a chord which bears South 17°18'39" West 23.24 feet) to a non-tangent line; thence North 67°42'13" West 177 11 feet; thence North 03*49'57" East 280 00 feel; thence North 35°50'28" East 77 45 feet to the point of beginning; containing 22 51 acres, more or less METHOD OF PLAN APPROVAL THE PRESERVE AT FALL CREEK DEVELOPMENT CONTROL COMMITTEE GUIDELINES FOR TIMBERLINE CHECKLIST OF COMPLIANCE EXHIBIT B | THE PRESERVE AT FALL CREEK DEVELOPMENT CONTROL COMMITTEE GUIDELINES FOR ARCHITECTURAL APPROVAL FOR TIMBERLINE INTRODUCTION Pursuant to the Declaration of Covenants, Conditions, Easements and Restrictions of The Preserve at Fall Creek as amended and supplemented (herein referred to as the "Declaration"),

RLINE INTRODUCTION Pursuant to the Declaration of Covenants, Conditions, Easements and Restrictions of The Preserve at Fall Creek as amended and supplemented (herein referred to as the "Declaration"), The Preserve at Fall Creek Development Control Committee (herein referred to as the "Committee") is charged with the responsibility of preserving and enhancing the values of properties subject to the Declaration, of maintaining a harmonious relationship among structures and the natural vegetation and topography of said properties, and of providing for the proper functioning of the storm drainage system for said properties For these purposes, the Committee has the right to promulgate and enforce rules, regulations and guidelines to regulate the exterior design, appearance, use, location and maintenance of lands, and improvements thereon, subject to the Declaration. In order to satisfy this responsibility, the Committee has the right to take the following actions: (a) (b) Approve or disapprove plans and specifications for all proposed construction on land subject to the Declaration, and Approve or disapprove plans and specifications for all improvements of property on land subject to the Declaration The following guidelines for all construction on and improvement of the land subject to the Declaration and located within the subdivision known as "Timberline" are hereby adopted by the Committee for guidance to property owners in preparing and submitting plans and specifications to the Committee for its consideration. These guidelines may be changed, modified and amended by the Committee at any time, in accordance with the procedure therefore set forth in the Declaration..

NOTE: NO NEW CONSTRUCTION OR IMPROVEMENT TO AN EXISTING

nes may be changed, modified and amended by the Committee at any time, in accordance with the procedure therefore set forth in the Declaration..

NOTE: NO NEW CONSTRUCTION OR IMPROVEMENT TO AN EXISTING STRUCTURE MAY BE INITIATED WITHOUT PRIOR WRITTEN APPROVAL FROM THE COMMITTEE.

While the Committee shall have up to fifteen (15) days for the approval or rejection of submitted plans, every effort will be made to complete the review process in a shorter period when necessary to accommodate the needs of property owners I. CONSTRUCTION APPROVAL In order to create and maintain a high quality residential development on the subject property, certain criteria for all construction has been established by the Committee.

1.

GENERAL, REQUIREMENTS FOR CONSTRUCTION While detailed construction requirements may vary by specific areas or sections of the property, the general requirements are set forth below.

(a) (b) (c) જ્ (d) (e) (n) Square Footage The minimum square footage of all single family residences constructed on the lots shall be in conformity with the zoning ordinance applicable to that particular section of the Development, and the Supplemental Declaration for the applicable Subdivision.

Tree Preservation No existing trees shall be removed from any lot except for those which lie within the actual space to be occupied by the primary structure or any appurtenances thereto Tree removal shall also be permitted within an area 15' by parallel lines from any portion of the primary structure or any appurtenances thereto (the "Buffer Zone"). Any trees outside the Buffer Zone whose drip line extends back into the Buffer Zone may be trimmed back such that construction may reasonably proceed; provided, however, that such trees may not be removed unless

utside the Buffer Zone whose drip line extends back into the Buffer Zone may be trimmed back such that construction may reasonably proceed; provided, however, that such trees may not be removed unless deemed unsafe or unlikely to survive the trimming process.

Construction Trash. All builders will be required to utilize a thirty (30) cubic yard trash receptacle for each home during periods of construction in order to properly dispose of debris Temporary and Permanent Driveway Each builder is required to install and maintain a temporary stone drive on each lot Such temporary drive shall consist of #2 and/or #53 stone and shall provide for construction access to the building arca from commencement of house construction until completion of a permanent drive The permanent driveway on each lot shall be hard surfaced Builder's Deposit To further preserve the overall appearance of the Community during home construction, a $1,000.00 refundable deposit shall be collected prior to plan approval Such deposit shall be utilized to procure the necessary help to remedy any cited violation which continues to exist for two (2) calendar days after citation by Developer. Labor and materials required to effect such remedy will be billed against the deposit charging ten percent (10%) for administrative and coordinating costs. Said deposit will be refunded at such time as landscaping is completed.

Colors and Materials of Homes Materials used on the exterior of homes and improvements are subject to the approval of the Committee, and all exterior colors are, generally, to be subdued, earthen tones or white and compatible with other structures in or planned for the immediate area -2(g) (h) (i) Yards. By applicable zoning ordinance, the "front yard" of a lot is

lly, to be subdued, earthen tones or white and compatible with other structures in or planned for the immediate area -2(g) (h) (i) Yards. By applicable zoning ordinance, the "front yard" of a lot is considered to be that area between the street frontage and the house regardless of how the house is faced The homes constructed on the lots shall have a minimum setback from the edge of the curb of 25' unless otherwise indicated on the final recorded plat for sald section Sideyards shall have an aggregate of no less than 13' with a minimum setback from the edge of the property line of 5' unless otherwise indicated on the final recorded plat for the section Erosion Control and Tree Protection Measures During periods of construction of a home or improvements on a lot, the builder shall provide adequate physical barriers such as straw bales or snow fencing in order to protect trees from damage by construction equipment and related activities. In addition, builders shall be required to exercise erosion and sediment control measures at each building lot at commencement of site work through establishment of vegetation, in order to prevent siit transportation to the main drainage ways Vegetation shall be established and maintained on areas surrounding lot pads upon completion of pad grading to prevent erosion and sediment runoff Builders shall provide appropriate temporary seeding of disturbed earth areas and temporary All wood or straw bale dams to restrict silt-sediment transportation.

erosion and sediment control plans shall be approved by the Department of Capital Asset Management ("DCAM") and the Soil Conservation Service prior to commencement of construction. The owner or owners of a lot shall be responsible for the performance of all requirements of these

al Asset Management ("DCAM") and the Soil Conservation Service prior to commencement of construction. The owner or owners of a lot shall be responsible for the performance of all requirements of these guidelines by builders and contractors employed or engaged by or through such owner or owners. No disturbance of or excavation within the ravines that are identified as preservation shall be permitted without written permission of the Director of DCAM or his designee within the DCAM Permit Division (a construction plan approval letter shall constitute such required written permission) Storm Water Drainage To aid in the efficient operation of the storm water drainage system of the entire property subject to the Declaration, all water discharged from improvements on all such lots including, but not limited to, water discharged from or through roofs, downspouts, gravity drains, water treatment and geothermal devices, patios, pool decks and tennis courts, shall be directed into existing storm drainage facilities or an alternative route as approved by DCAM All sump pumps shall be discharged to the street under drains as requested by DCAM Energy dissipation methods or structures shall be applied to all stormwater drainage discharge points in conjunction with the installation of reinforced silt fencing to prevent sediment runoff, subject to approval of the DCAM Permit Compliance Staff The site plan or plot plan for a lot submitted -32.

(j) to the Committee for its approval shall reflect compliance with the foregoing provisions Utilities All utilities shall be installed underground unless otherwise required by the utility provider (k) Garages Each home shall have an attached garage for at least two (2) automobiles PLANS AND SPECIFICATIONS

utilities shall be installed underground unless otherwise required by the utility provider (k) Garages Each home shall have an attached garage for at least two (2) automobiles PLANS AND SPECIFICATIONS In order to properly review proposed construction, the Committee has established the following drawings as a minimum for submittal to the Committee. Submittal for approval shall include all items below. Clarification drawings and details may be requested by the Committee prior to approval if adequate details are not included in the plans (a) (b) Site Plan The site plan shall include location of all tree clearing limits, proposed structure, driveways, walks, terraces, decks, pools, fences, air conditioning units, etc., and shall include information on specific erosion control measures to be taken during the construction process Grading and Utility Plan The grading and utility plan shall include all existing and proposed contours, finished floor elevations, proposed and existing utilities, downspout collection system and discharge point.

(c) Foundation Plan (d) Floor Plan(s). For all levels (e) Elevations Front, rear, sides (f) Details Exterior (g) Specifications For all exterior building colors, finishes and materials All site related plans shall be drawn at a scale of not less than 1" = 20' All architectural related plans are to be drawn at a scale of not less than ¼ = 1' All plans shall be fully dimensioned and presented in duplicate (two sets) on a 24" x 36" sheet size format - 4.

3.

METHOD OF APPROVAL 4.

The owner of any lot seeking construction approval shall submit a "New Construction Plan Submittal Form" or an "Existing Lot Improvement Plan Submittal Form" in the form attached hereto: The Committee shall review plans within fifteen (15) days of submittal A "Checklist

Construction Plan Submittal Form" or an "Existing Lot Improvement Plan Submittal Form" in the form attached hereto: The Committee shall review plans within fifteen (15) days of submittal A "Checklist of Compliance," attached to these Guidelines, shall be returned with one (1) set of plans stamped "Approved, The Preserve at Fall Creek Development Control Committee", By: Date: The Committee shall retain one (1) set of plans with the Checklist for its files If the Committee disapproves the plans, written notice of such shall be given to the lot owner and shall specify the reason or reasons for such disapproval Construction may not start until all plans have received "Approval" from the Committee RESUBMITTAL If the Committee has disapproved any of the submitted plans it is the responsibility of the owner to see that corrections or modifications are made in compliance with the Committee comments One set of corrected plans shall then be resubmitted with changes "noted " The Committee will make every effort to review and approve the plans as quickly as possible II. ARCHITECTURAL GUIDELINES The Committee has established the following guidelines for specific types of construction and improvements on land subject to the Declaration Any addition, exterior alteration or change to an existing building shall be compatible with the design character or the original building. Any new detached structure (if permitted) shall be compatible with the existing structure 1.

FENCES, WALLS, AND SCREENING Fencing, walls and screening will be designed and installed to be as harmonious as possible with the architectural character of the community No fence or screen will be approved if its installation will obstruct necessary site lines for vehicular traffic. Undue

o be as harmonious as possible with the architectural character of the community No fence or screen will be approved if its installation will obstruct necessary site lines for vehicular traffic. Undue obstruction of view or other amenities from adjoining properties will be taken into consideration by the Committee when reviewing for approval Fences in general shall not be located any closer to the front of the home than the rear foundation line of the home. Dog run fencing will be allowed only if an electronic "invisible" fence is used.

The Committee discourages fencing of the entire back yard due to the effect that this fencing may have on the feeling of spaciousness desired by other property owners. The Committee shall have the right to require additional landscaping on the exterior side of all solid fencing on a lot (i.e on the sides of such fencing facing away from the house -5on such lot) Fences may be privately installed but must be constructed to professional levels of quality Non-professionally installed fences will be inspected by the Committee after completion in order to insure that the final product is of a professional quality and final approval of the fence shall be deemed withheld until successful completion of this final review (a) (b) Height Restriction The Committee is of the opinion that the environmental integrity of the community will be materially lessened if the open nature of the community is damaged by a proliferation of fences of excessive height The Committee, therefore, will approve fences up to four (4) feet in height which otherwise meet these guidelines. The Committee will give consideration, however, to a variance in this height limit where clearly unique circumstances exist The use of six (6) fool

eet in height which otherwise meet these guidelines. The Committee will give consideration, however, to a variance in this height limit where clearly unique circumstances exist The use of six (6) fool fences around small patio areas of a backyard of a home in order to secure privacy for the immediate patio area will be permitted The specific fence height restrictions are as follows: (1) (2) (3) Property fencing and walls above grade shall not exceed four (4) feet above grade unless otherwise approved by the Committee The Committee will not approve any proposed fence which exceeds four (4) feet in height unless the rear line of that lot offers some circumstance clearly unique to that lot.

Patio screens/privacy fences shall not exceed six (6) feet in height.

Materials and Finish.

(1) (2) Wood fencing or screening will be approved if the design is in conformity with the architectural design of the community, subject to the Committee's right to require landscaping on the exterior sides thereof.

The Committee will not approve an application for the installation of a chain link or other galvanized metal fencing unless it is vinyl costed or covered with similar coating material and black in color (3) All fencing or screening should preferably have finished material on both sides If only one side has finished materials, that side must face the public side or adjoining property.

(4) Walls above grade should be constructed of natural stone, masonry or attractive timber (Railroad ties will not be allowed.)

-6.

2.

3.

4.

5.

LANDSCAPE MATERIALS All new plant materials will conform to the current issue of the American Standard for Nursery Stocks published by the American Association of Nurserymen. The "landscape

.

3.

4.

5.

LANDSCAPE MATERIALS All new plant materials will conform to the current issue of the American Standard for Nursery Stocks published by the American Association of Nurserymen. The "landscape plan" for each lot must be implemented and completed at time of closing on the sale of each completed house If poor soil conditions exist, the builder or owner shall be responsible for providing topsoil for backfilling of all proposed trees, shrubs and grading of the lot to establish a quality lawn Each home will have a minimum planting requirement for the front and side yard: 1 Specimen shade tree 2 Deciduous shade trees 1 Flowering tree 3 Conifer trees 8 Shrubs 12 Shrubs 34"-4" caliper 2"-2½" caliper 1"-1" caliper 8'-10' height 3'-4' height 18"-24" spread However, should three (3) or more existing shade trees on the lot in the front and side yards be preserved, the shade tree minimum requirements herein sct out shall not apply LAWNS All yards are to be seeded as the minimum requirement. All established lawns will be required, by the owner, to be fertilized and weeded as necessary to insure a quality lawn appearance at all times.

SWIMMING POOLS Swimming pools must have the approval of the Committee before any work is undertaken. No above ground pools shall be allowed Permanent backyard pools will be approved by the Committee only after careful consideration of the potential effect of such a pool in neighboring properties. An application for the construction of a swimming pool will not be considered unless the application is accompanied by an application for acceptable fence and landscape design approval. The design of such fence shall conform to county or municipal regulations for such fencing Use of plantings in

tion is accompanied by an application for acceptable fence and landscape design approval. The design of such fence shall conform to county or municipal regulations for such fencing Use of plantings in the vicinity of the proposed pool will be required to soften the effect of sound and required pool fencing on adjacent properties TENNIS COURTS, RACQUETBALL COURTS, PADDLE BALL COURTS, BASKETBALL GOALS, ETC.

Tennis courts, racquetball courts, paddle ball courts, squash courts, and other recreational or sporting facilities will be approved by the Committee only after thorough consideration of the potential effect of such a structure or use in neighboring properties -76.

7.

8.

9.

The Committee will not approve non-baffled lighted courts or facilities An application for the construction of any such facility will not be considered unless the application is accompanied by an application for an acceptable fence and landscape design approval It is recommended by the Committee that any such fencing be of an open composition in order to blend in with the surrounding properties and soften the effect on adjacent properties.

Backboards of all basketball goals shall be translucent fiberglass with a black pole (or an approved equal) The Committee reserves the right to approve or disapprove the location of all basketball goals PLAY EQUIPMENT Children's play equipment such as sandboxes temporary swimming pools, swing and slide, playhouses and tents shall not require approval by the Committee provided such equipment is not more than six (6) feet high, maintained by the lot owner in good repair (including painting) and every reasonable effort has been made by the lot owner to screen or shield such equipment from view of adjacent lot owners. Equipment higher than six

lot owner in good repair (including painting) and every reasonable effort has been made by the lot owner to screen or shield such equipment from view of adjacent lot owners. Equipment higher than six (6) feet shall require approval of the design, location, color, material and use by the Committee RETAINING WALLS Retaining walls must be architecturally compatible with the exterior of the home (i e stone, brick or timber). Railroad tie retaining walls will not be approved GUTTERS AND DOWNSPOUTS All homes are required to collect runoff by the use of gutters and downspouts, that are architecturally compatible in color with the exterior of the home The builder (homeowner) is responsible for directing all downspouts to the designated runoff relief station unless otherwise approved by the Committee GARAGES The location and orientation of all garages and garage doors will be planned in such a manner as to not infringe on the privacy of the adjoining property The site and landscape plans of the home submitted for approval and the home on the adjoining property will be taken into consideration by the Committee.

- 810.

11.

12.

13.

14.

DRIVEWAYS All driveways must be asphalt, concrete or an acceptable alternate as approved by the Committee. Extensions, widening or re-routing of existing driveways must have the approval of the Committed prior to construction SIDEWALKS The owner/builder is responsible for providing all sidewalks on subject lot as shown within the construction plans Plans are available from the Committee upon request AIR COOLING UNITS Air cooling units or other like utilities that are outside of the residential structure must be located at the side or rear of the home and screened from view by the use of

n request AIR COOLING UNITS Air cooling units or other like utilities that are outside of the residential structure must be located at the side or rear of the home and screened from view by the use of architectural or landscape materials Architectural screens must be compatible with the exterior of the home and constructed at a minimum height equal to the height of the unit in place.

SOLAR HEATING SYSTEMS The Committee acknowledges the increased use of residential solar heating systems which utilize solar heating panels and related equipment. The Committee will carefully review solar heating plans to insure that their use and location have a minimum detrimental effect on adjoining properties (Sec Air Cooling Units ) ANTENNAES Unless specifically authorized by the Committee, no television, radio or other antennas may be erected by any lot owner on the exterior of a house or on a lot with the exception of a satellite receiving dish not to exceed 18" in diameter 15.

SIGNAGE No signs of any type shall be erected, or permitted to remain on the Development, other than signage approved by the Committee.

MISCELLANEOUS 16.

(a) All construction trades performing work on any structure or other improvement on any lot in the property subject to the Declaration will be expected to do their work in a professional manner, and in accordance with all standards published by the recognized trade councils of their respective industries, and it shall be understood that all work performed in such property shall be of the highest -9(b) (c) (d) quality known to the trade It is not the duty or the responsibility of the Committee to supervise or inspect the quality of construction performed by the construction trades, but should the Committee discover what it considers "low

s not the duty or the responsibility of the Committee to supervise or inspect the quality of construction performed by the construction trades, but should the Committee discover what it considers "low quality work" or work being performed which is not in accordance with the plans approved by the Committee, the owner of the lot and the holder of the building permit for the work in question (if known) may be notified and the work shall be corrected to a professional standard and made to conform to the approved plans Should the determination of the Committee in this regard be challenged by the owner of the lot or the holder of the building permit, such challenge shall be in writing and served upon the Committee accompanied by a certified letter from an architect registered to practice in the State of Indiana and bearing his signed seal stating that, in his professional opinion, the work in question is in accordance with the plans approved by the Committee and meets the quality standards herein required Should the Committee still disagree and feel the work is substandard or not in accordance with the approved plans, a panel of three architects will be chosen to review the work and their majority vote shall constitute the final* determination as to what, if any, action is required Should such panel of architects rule the work substandard or not in accordance with the approved plans, then the work shall be re-executed to professional standards and in accordance with the approved plans within thirty (30) days In any case in which such a panel of architects is to make a determination hereunder, one such architect shall be selected by the Committee, one by the owner of the lot (or his builder), and the

days In any case in which such a panel of architects is to make a determination hereunder, one such architect shall be selected by the Committee, one by the owner of the lot (or his builder), and the third by the two so selected If either party fails to select its architect and advise the other of such selection within five (5) days after the date upon which the Committee notifies the owner of the lot or the holder of the building permit that the Committee still feels the work is substandard or not in accordance with the approved plans, then the single architect selected by one of the parties shall serve alone as the panel of architects to make such final determination The costs and expenses of the architectural review panel selected to determine any such dispute shall be borne and paid in equal shares, one-half (1/2) by The Preserve at Fall Creek Homeowners Association (the "Association") and one-half (1/2) by the owner of the affected lot Neither the developer of the property subject to the Declaration nor any member of the Committee shall at any time have any liability whatsoever to the owner of any lot in such property or to any holder of a building permit for any improvements to be located thereon nor to any other person for any determination or decision made by the Committee in the exercise of its duties and responsibilities or for any actions taken or attempts made by the developer or the Committee to enforce quality construction practices in the subject property - 10 (e) The streets in the Development shall remain private streets, unless otherwise specifically dedicated to the public. The deeds conveying each lot in the Development shall recite a notice of assessment for maintenance and use of the

shall remain private streets, unless otherwise specifically dedicated to the public. The deeds conveying each lot in the Development shall recite a notice of assessment for maintenance and use of the private streets to be collected and enforced by the Association The manufacturer's printed instruction and directions for the application or installation of their products shall always constitute the minimum standard for the application or installation of that product 319425 4 - 11 4 Cross Reference: 96-0069779 1 MARTHIN PONACKS 97269 DEC 26 FIRST AMENDMENT TO SUPPLEMENTAL DECLARATION OF ANCE COVENANTS, CONDITIONS , EASEMENTS AND RESTRICTIONS FOR TIMBERLINE THIS FIRST AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS , EASEMENTS AND RESTRICTIONS FOR TIMBERLINE ("First Amendment") is made and entered into on this 19th day of November, 1999, by THE PRESERVE AT FALL CREEK, LLC, an Indiana limited liability company ("Declarant").

RECITALS: A B Declarant has previously filed a Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline , recorded May 24, 1996, as Instrument No. 960069779 in the office of the Recorder of Marion County, Indiana (the "Original Declaration").

Declarant, pursuant to the provisions of Article X, Section 10.2 of the Original Declaration, hereby amends the Original Declaration, as follows: 1 Definitions.

a.

b.

C.

122899 Community Assessments. The Original Declaration is hereby amended by adding the following sentence after the first sentence in Section 1.4: Community Assessments shall not include assessments for Common Expenses as that term is defined in the Master Declaration.

Community Facilities. The definition of "Community Facilities" in Section 1.6

Community Assessments shall not include assessments for Common Expenses as that term is defined in the Master Declaration.

Community Facilities. The definition of "Community Facilities" in Section 1.6 of the Original Declaration is hereby deleted in its entirety.

DCC. Article I of the Original Declaration is hereby amended by adding a new definition for "DCC" which is to read as follows: DCC shall mean and refer to the Development Control Committee established pursuant to the provisions contained herein, FILED DEC 30 1999 LAWRENCE TOWNSHIP ASSESSOR JNM 26.00 PAGES: 12/30/99 11:07AM KANDA MARTIN MARION CTY RECORDER Inst # 1999-0243554 2.

3.

1 References to "Community Facilities” a, All references to "Community Facilities" in the Original Declaration are hereby deleted.

Property Rights.

a.

b.

Construction and Improvements. The first sentence of Section 2.3 of the Original Declaration is hereby deleted in its entirety and is replaced by the following language: Construction upon and improvement of any Lot shall be conducted in accordance with the Amended and Restated Timberline Development Control Committee Guidelines for Architectural Approval for Timberline attached hereto as Exhibit B.

Character of Development Article II of the Original Declaration is hereby amended by adding a new Section 2.4 which shall read as follows: Section 2.4. Character of Development.

i.

ii.

iii.

iv.

Prohibition of Used Structures. All structures constructed or placed on any Lot in the Community, including play structures, shall be constructed with substantially all new materials, and no used structures shall be relocated or placed on any such Lot without the prior written approval of the DCC.

Nuisances. No outside toilets shall be permitted on any Lot

tially all new materials, and no used structures shall be relocated or placed on any such Lot without the prior written approval of the DCC.

Nuisances. No outside toilets shall be permitted on any Lot in the Community (except during a period of construction and then only with the consent of the DCC).

Pets. No doghouses or other pet enclosures shall be constructed or located on any Lot without the prior written approval of the DCC.

Utility Services. No utility services will be installed under any paved areas in the Community, except by jacking, drilling, or boring, unless specifically approved by the DCC.

-21 4.

5.

6.

7.

8.

V.

Wells and Septic Tanks. No water wells shall be drilled on any of the Lots in the Community without the approval of the DCC.

Maintenance. Section 4.1(a) of the Original Declaration is hereby deleted in its entirety.

Insurance. Sections 5.1(a), 5.1(b), 5.1(c), 5.2, 5.3 and 5.4 of the Original Declaration are hereby deleted in their entirety.

Annexation of Additional Property a.

The current Acquisition of Additional Community Facilities.

language of Section 6.2 of the Original Declaration is hereby deleted in its entirety and is amended to read as follows: Acquisition of Additional Real Estate. Declarant may convey to the Community Association additional real estate, improved or unimproved, which upon conveyance or dedication shall be accepted by the Community Association.

Rights and Obligations of the Community Association.

8.

Community Facilities. Section 7.1 of the Original Declaration is hereby deleted in its entirety.

Community Assessments 2..

expenses.

b.

C.

Purpose of Community Assessments. The Original Declaration is hereby amended by adding the following sentence to the end of the paragraph in Section 8.1:

ety.

Community Assessments 2..

expenses.

b.

C.

Purpose of Community Assessments. The Original Declaration is hereby amended by adding the following sentence to the end of the paragraph in Section 8.1: Community Assessments will not be used for Common Area Creation of Community Assessments. The Original Declaration is hereby amended by deleting the last two sentences of Section 8.2(a).

Computation of Assessments. The Original Declaration is hereby amended by adding the following sentence after the first sentence in Section 8.3(a): -3: 9.

1 d.

Common Expenses are paid by the Association and are not to be included in the Community Association's budget.

Effect of Nonpayment of Assessments; Remedies of Association.

The first five sentences of Section 8.6 of the Original Declaration are hereby deleted and replaced with the following language: Any assessments which are not paid when due shall be delinquent.

Any assessment remaining unpaid for a period of more than ten (10) days after it becomes delinquent shall incur a late fee in an amount of twenty dollars ($20.00). An additional late fee of twenty dollars ($20.00) will be charged for each thirty (30) day period after the assessment becomes delinquent. The Community Association shall cause a notice of delinquency to be given to any Member who has not paid within ten (10) days following the due date. If the assessment is not paid within thirty (30) days of the notice, the Community Association may, in its discretion, bring an action at law against the Member personally obligated to pay the assessment and/or attach a lien to the Member's home. The Member shall be liable for accrued late charges, interest, not to exceed the maximum legal rate, on the principal amount due, all other costs of collection, reasonable

a lien to the Member's home. The Member shall be liable for accrued late charges, interest, not to exceed the maximum legal rate, on the principal amount due, all other costs of collection, reasonable attorney's fees and paraprofessional fees actually incurred, and any other amounts provided or permitted by law. In the event that the assessment remains unpaid sixty (60) days after its due date, the Community Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien.

Architectural Standards. The Original Declaration is hereby amended by adding Article XIV which shall read as follows: a.

ARTICLE XIV ARCHITECTURAL STANDARDS Architectural Standards Jurisdiction. The Board of Directors shall have the authority and standing, on behalf of the Community Association to enforce in courts of competent jurisdiction decisions of the Development Control Committee established herein. The DCC shall have the right to unilaterally promulgate, modify, and amend at any time and from time to time, on behalf of the Board of Directors and the Community Association, architectural, development and site planning guidelines and standards which shall be binding on all Owners of Lots within the Community as determined in the reasonable discretion of the DCC. Such guidelines and standards will -4| b.

C.

include requirements and restrictions regarding drainage, landscaping, tree removal, sidewalks, etc., as well as the construction of improvements. Such guidelines and standards and amendments thereto may be recorded in the Office of the Recorder of Marion County, Indiana, by the Community Association. Compliance with these guidelines and standards shall not relieve Owners of their

endments thereto may be recorded in the Office of the Recorder of Marion County, Indiana, by the Community Association. Compliance with these guidelines and standards shall not relieve Owners of their obligation to comply with any and all applicable zoning ordinances, restrictions, development statements, or any other similar requirement.

No construction, which term shall include within its definition staking, clearing, excavation, grading, and other site work, and no planting or removal of plants, trees, or shrubs, fences, walls or other structures shall take place except in strict compliance with this Article, until the requirements thereof have been fully met, and until the approval of the DCC has been obtained.

New Construction. The DCC shall have exclusive jurisdiction over all original construction on any portion of the Community. The DCC shall prepare and, on behalf of the Board of Directors, shall promulgate design guidelines and application procedures. The standards and procedures shall be those of the Community Association, and the DCC shall have sole and full authority to prepare and to amend the standards and procedures. It shall make both available to Owners, builders, and developers who seek to engage in development of or construction upon all or any portion of the Community and who shall conduct their operations strictly in accordance therewith. Until all the real estate included in the Development has been conveyed by Declarant to purchasers in the normal course of development and sale, the Declarant retains the right to appoint all members of the DCC. There shall be no surrender of this right prior to that time, except in a written instrument in recordable form executed by Declarant. Upon the expiration of such

ht to appoint all members of the DCC. There shall be no surrender of this right prior to that time, except in a written instrument in recordable form executed by Declarant. Upon the expiration of such right, the Board of Directors of the Community Association shall appoint the members of the DCC. The DCC shall consist of at least three (3), but no more than five (5), persons.

Modifications. The DCC shall have exclusive jurisdiction over modifications, additions, or alterations made on or to existing Lots or structures thereon and the open space, if any, appurtenant thereto; provided, however, the DCC may delegate this authority to the appropriate board or committee of any residential association subsequently created or subsequently subjected to this Declaration so -5I d.

e.

long as the DCC has determined that such board or committee has in force review and enforcement practices, procedures and appropriate standards at least equal to those of the DCC No permission or approval shall be required to repaint in accordance with an originally approved color scheme, or to rebuild in accordance with originally approved plans and specifications. Nothing contained herein shall be construed to limit the right of an Owner to remodel the interior of his or her residence, or to paint the interior of his or her residence any color desired.

Procedures for Approval. As to builders of lots ("Builders”), each such Builder shall submit two (2) complete sets of plans and specifications (meeting the requirements set forth below) for each model of home to be built by Builder in the Community to the DCC for approval. Once a model has been approved, approval is not necessary for any home that is built in compliance with the plans and

ach model of home to be built by Builder in the Community to the DCC for approval. Once a model has been approved, approval is not necessary for any home that is built in compliance with the plans and specifications for such model. For any other construction, approvals required by this Article shall be obtained only after written application has been made to the DCC by the Owner of the Lot requesting authorization (or such Owner's duly authorized representative). Such written application shall be in the manner and form prescribed from time to time by the DCC and shall be accompanied by two (2) complete sets of plans and specifications for any such proposed construction, improvement or modification. Such plans shall include plot plans showing the location of all improvement existing upon the Lot and the location of the improvements proposed to be constructed or placed upon the Lot, each properly and clearly designated, if applicable. Such plans and specifications shall set forth the color and composition of all exterior materials proposed to be used and any proposed landscaping, together with any other material or information which the DCC may require All plans and drawings required to be submitted to the DCC shall be drawn to such scale as the DCC may require. There shall also be submitted, where applicable, the permits or plat plans which shall be prepared by either a registered land surveyor, engineer or architect.

Plat plans submitted for improvement location permit shall bear the stamp or signature of the DCC acknowledging the approval thereof Power of Disapproval. The DCC may refuse to grant approvals required under this Article when: (1) The plans, specifications, drawings or other materials submitted are themselves inadequate or incomplete, or -6і 1 f g.

h.

i.

DCC may refuse to grant approvals required under this Article when: (1) The plans, specifications, drawings or other materials submitted are themselves inadequate or incomplete, or -6і 1 f g.

h.

i.

(2) (3) show the proposed improvements to be in violation of this Declaration; The design or color scheme of a proposed repainting, modification or improvement is not in harmony with the general surroundings of the Lot, with adjacent buildings or structures, or with general standards for the Community, all as determined in the sole discretion of the DCC; or The proposed improvement, construction Or modification, or any part thereof, would be contrary to the interests, welfare or rights of all or any part of the other Owners, all as determined in the sole discretion and opinion of the DCC.

Liability of Committee. Neither the DCC nor any agent thereof, nor Declarant, shall be responsible in any way for any defects in any plans, specifications or other material submitted to it, nor for any defects in any work done according thereto, nor for any damages associated with their approval or disapproval of any matters subject to this Article Inspection. The DCC or its duly authorized agents may inspect work being performed with their permission to assure compliance herewith and with any applicable regulations of the Association, and an easement for such inspection is hereby reserved over and upon each and every Lot in the Community.

Declarant Improvements. The DCC shall have no powers with respect to any construction, improvements or modifications undertaken by the Declarant (or any assignee of Declarant if the Declarant has approved the plans therefor) or any improvements approved by Declarant at any time.

Remedies for Failure to Obtain Approval. In the event any

clarant (or any assignee of Declarant if the Declarant has approved the plans therefor) or any improvements approved by Declarant at any time.

Remedies for Failure to Obtain Approval. In the event any construction or modifications are made without first obtaining approval of the DCC as required herein or any construction is being performed other than in accordance with DCC approved plans and architectural guidelines and standards, the Declarant, the Community Association and the DCC shall have the powers of enforcement granted to the Community Association generally for purposes of this Declaration and may require any modifications, construction, changes -71 C.

10.

j.

or improvements undertaken or installed without or contrary to the approval of the DCC and such architectural guidelines and standards to be removed or renovated by whatever means the Declarant, the Community Association and/or DCC deem appropriate, with the costs thereof, including costs of collection and attorneys fees and paraprofessional fees to become a lien against the defaulting Owner's Lot in the manner described in Section 8.5 hereof.

Notwithstanding anything else in this Declaration to the contrary, this Article XIV shall not be amended without the consent of the Declarant as long as Declarant owns at least one (1) Lot in the Community.

Private Amenities and Services. The first sentence of Section 12.1 of the Original Declaration is hereby deleted in its entirety.

Except as specifically modified hereby, the Original Declaration remains in full force and effect.

IN WITNESS WHEREOF, the undesigned Declarant has executed this First Amendment as of the date first written above.

THE PRESERVE AT FALL CREEK, LLC By: как Sol C. Miller, Member -81 STATE OF INDIANA ) COUNTY OF MARION ) SS: )

designed Declarant has executed this First Amendment as of the date first written above.

THE PRESERVE AT FALL CREEK, LLC By: как Sol C. Miller, Member -81 STATE OF INDIANA ) COUNTY OF MARION ) SS: ) Before me, a Notary Public in and for said County and State, personally appeared Sol C.

Miller, a Member of The Preserve At Fall Creek, LLC, and acknowledged execution of the foregoing First Amendment to Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline in such capacity.

November WITNESS my hand and Notarial Seal this 19th day of October, 1999.

My Commission Expires: 7-27-04 Pasha A Made PASHAN WADE Signature Printed County of Residence: Hamilton NOTARY PUBLIC This instrument was prepared by Mark D. Grant, ICE MILLER DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana 46282; Telephone: (317) 236-2479.

527048.1 -9i : Cross Reference: 96-69778 4-25-01 Jor FILED APR 24 2001 LAWRENCE TOWNSHIP ASSESSOR AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK THIS AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK ("Amendment") is made and entered into on this 20 day of MARCH, 2001, by THE PRESERVE AT FALL CREEK, LLC, an Indiana limited liability company ("Declarant").

RECITALS: A.

B.

C.

Declarant has previously filed a Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek, dated May 15, 1996 and recorded May 24, 1996 as Instrument No. 96-0069778 in the Office of the Recorder of Marion County, Indiana, which has been amended on several prior occasions (the Declaration, along with all prior amendments, is referred to herein collectively as the "Original Declaration").

order of Marion County, Indiana, which has been amended on several prior occasions (the Declaration, along with all prior amendments, is referred to herein collectively as the "Original Declaration").

Declarant is the Owner of various property subject to the Original Declaration, including undeveloped lots. Declarant, pursuant to the Article XIII of the Original Declaration, wishes to amend the Original Declaration as set forth herein.

A portion of the drainage easement located along the east property line of the Section 3B Lots (as defined below) has been landscaped and a berm constructed, and such landscaping and berm have been maintained by the Association (as defined in the Original Declaration).

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original, Declaration, hereby amends the Original Declaration, as follows: 1.

Landscape Easements (L.S.E.). The Original Declaration is hereby amende by adding the following language to the end of Section 17.1(e): BJECT TO FINAL ACCER 368911 MAY-28 MARK CONTACTOR MARTHA A.

WOMACKS Notwithstanding the lack of such designation on the corresponding plat, the Drainage Easement located along the east property line of lots 95-99 a shown on that certain plat designated as Woods Edge Section 3B of the Preserve an Fall Creek, recorded as Instrument No. 97-00105883 in the Office of the Recorder of Marion County, Indiana (the "Section 3B Lots"), shall also be deemed to be a Landscape Easement, as such term is defined in Section 17.1(e) of the Original Declaration. If deemed necessary or desirable in the sole discretion of the Association, the Association may construct a privacy fence on the berm which 05/02/01 10:24AM HANDA MARTIN MARION CTY RECORDER SJK Inst # 2001-0070285 15.00 PAGES: 3 C.

e in the sole discretion of the Association, the Association may construct a privacy fence on the berm which 05/02/01 10:24AM HANDA MARTIN MARION CTY RECORDER SJK Inst # 2001-0070285 15.00 PAGES: 3 C.

separates the Section 3B Lots from the adjoining property to the east of such lots.

If deemed necessary or desirable in the sole discretion of the Association, the Association may construct a privacy fence on the berm which separates Lots 100-109 per Final Plat for Woods Edge Section 4 of the Preserve at Fall Creek, recorded as Instrument No. 980105120 in the Office of the Recorder of Marion County, Indiana (the "Section 4 Lots"), from the adjoining property to the east.

2.

Common Expenses. The Original Declaration is hereby amended by adding the following language to the end of Section 1.6: In addition to the foregoing, Common Expenses shall also include expenses incurred by the Association in constructing a privacy fence (the "Fence") along a berm (the "Berm") which separates the Section 4 Lots and the Section 3B Lots from the adjoining property to the east of such lots, and along that portion of the Berm which separates Common Area Block A, per Final Plat for Timberline Section III of the Preserve at Fall Creek, recorded as Instrument No. 980151061 in the Office of the Recorder of Marion County, Indiana, and Common Area Block A per Final Plat for Timberline Section V of the Preserve at Fall Creek, recorded as Instrument No. 2000189866 in the Office of the Recorder of Marion County, Indiana, from the adjoining property to the south of said common areas. Common Expenses shall also include any expenses incurred in the maintenance of the Fence and the upkeep of the landscaping on the Berm, which shall be the responsibilities of the

of said common areas. Common Expenses shall also include any expenses incurred in the maintenance of the Fence and the upkeep of the landscaping on the Berm, which shall be the responsibilities of the Association. The expenses described in the two preceding sentences shall be Common Expenses notwithstanding the fact that portions of the Fence and Berm will be located on the property of the adjoining property owner(s).

Except as specifically modified hereby, the Original Declaration remains in full force and effect.

IN WITNESS WHEREOF, the undersigned Declarant has executed this Amendment as of the date first written above.

THE PRESERVE AT FALL CREEK, LLC By: Willi Member MICHAEL J. KLEIN -2STATE OF INDIANA COUNTY OF MARION ) ) SS: Before me, a Notary Public in and for said County and State, personally appeared Sol C.

Miller, a Member of The Preserve At Fall Creek, LLC, and acknowledged execution of the foregoing Amendment to Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek in such capacity.

WITNESS my hand and Notarial Seal this 20 day of March, 2001.

My Commission Expires: 7-27-04 R Nade Signature Printed Pasha A Mide.

PASHA N WADE NOTARY PUBLIC County of Residence: Hamilton This instrument was prepared by John A. Girod, ICE MILLER, One American Square, Box 82001, Indianapolis, Indiana 46282; Telephone: (317) 236-2255.

757336.1 -3Cross Reference: 96-0069779; 99-0243554 2 MONITOR MARTHA A WOMACKS MEDIC 272185 MAY 248 SECOND AMENDMENT TO SUPPLEMENTAL DECLARATION OELEPTANCE COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONSER FOR TIMBERLINE THIS SECOND AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE Ma.

, 2001,

NCE COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONSER FOR TIMBERLINE THIS SECOND AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR TIMBERLINE Ma.

, 2001, ("Second Amendment") is made and entered into on this 18th day of _ by THE PRESERVE AT FALL CREEK, LLC, an Indiana limited liability company ("Declarant").

RECITALS: A B.

Declarant has previously filed a Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline, recorded May 24, 1996, as Instrument No. 960069779 in the office of the Recorder of Marion County, Indiana, as amended by that certain First Amendment to Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline dated November 19, 1999, and recorded as Instrument No. 19990243554 in the Office of the Recorder of Marion County, Indiana (the "Original Declaration") Declarant, pursuant to the provisions of Article X, Section 10.2 of the Original Declaration, hereby amends the Original Declaration, as follows: 1 Community Assessments.

a.

Ownership of Multiple Contiguous Lots for One Single-Family Residence. Article VIII of the Original Declaration is hereby amended by adding a new Section 8.12 which shall read as follows: Any Owner of more than one contiguous Lots in the Community, including one Lot and a portion of another Lot, who desires to use more than one of such Lots as the site for one single-family residence, must apply for approval of the same in writing to the DCC (as defined in the Master Declaration), which approval shall be given or withheld by the DCC in the DCC's sole discretion. If the DCC approves such request (the "Multiple Lot Approval"), the multiple Lots constituting

e Master Declaration), which approval shall be given or withheld by the DCC in the DCC's sole discretion. If the DCC approves such request (the "Multiple Lot Approval"), the multiple Lots constituting the site for such single-family residence shall, for so long as the multiple Lots remain improved with only one single-family residence, be treated as a single Lot for purposes of this Declaration, including without limitation, for purposes of the voting rights set forth in Section 3.2 of this Declaration. In connection with the Owner's desire SJK 05/24/01 04:07PM HANDA MARTIN MARION CTY RECORDER Inst # 2001-0087186 14.00 PAGES: 2 C.

to use multiple contiguous lots for one single-family residence, each such Owner shall be responsible for obtaining, at its sole expense, all required government approvals, including any required platting or replatting of the affected property. In addition, each Owner shall comply with all applicable laws, regulations and zoning ordinances, including without limitation, all yard setback requirements, in connection with the use of multiple contiguous lots for one singlefamily residence.

Except as specifically modified hereby, the Original Declaration remains in full force and effect IN WITNESS WHEREOF, the undesigned Declarant has executed this Second Amendment as of the date first written above.

THE PRESERVE AT FALL CREEK, LLC By: Sol C. Miller, Member STATE OF Indiana) ) SS: COUNTY OF Hamikon) Before me, a Notary Public in and for said County and State, personally appeared Sol C.

Miller, a Member of The Preserve At Fall Creek, LLC, and acknowledged execution of the foregoing Second Amendment to Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline in such capacity

eserve At Fall Creek, LLC, and acknowledged execution of the foregoing Second Amendment to Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Timberline in such capacity WITNESS my hand and Notarial Seal this 18th day of May My Commission Expires: 7-27-06 Signature: Printed: 2001 Pasha ↑ Hade PASHA N WADES County of Residence: Kamilton NOTARY PUBLIC STATE This instrument was prepared by John A. Girod, ICE MILLER, One American Square, Box 82001; Indianapolis, Indiana 46282; Telephone: (317) 236-2255.

H/W_01! WPD -2" Cross Reference: 96-69778 JOHN P. VON ARX TAS 197290 AUG 25 G UBWAKE FOR TRANSFER THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK THIS THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK ("Third Amendment") is made and entered into on this 9th day of May, 1997, by THE PRESERVE AT FALL CREEK, LLC, an Indiana limited liability company ("Declarant").

RECITALS: A. Declarant has previously filed a Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek, dated May 15, 1996 and recorded May 24, 1996 as Instrument No. 96-0069778 in the Office of the Recorder of Marion County, Indiana, which has been amended two (2) prior times (the Declaration, along with all prior amendments, is referred to herein collectively as the "Original Declaration").

B.

Declarant, pursuant to the Article XIII of the Original Declaration, wishes to amend the Original Declaration as set forth herein.

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original Declaration, hereby amends the Original Declaration, as follows:

end the Original Declaration as set forth herein.

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original Declaration, hereby amends the Original Declaration, as follows: 1. Pursuant to Section 13.2 of the Original Declaration, Declarant hereby amends Section 2.6.P of the Original Declaration, and any other applicable portion of the Original Declaration, to provide that no fencing will be allowed on Lots Seventy-Five (75) through EightyFour (84), both inclusive, and Lots Eighty-Eight (88) through Ninety-Four (94), both inclusive, in Section 3 of the Woods Edge Community of the Development. Provided, the Supplemental Declaration of Covenants, Conditions, Easements and Restrictions for Woods Edge, filed as Instrument No. 96-69780 in the Recorder's Office of Marion County, Indiana on May 24, 1996, may be amended to modify or delete this fencing prohibition without further amendment or modification to the Original Declaration, as amended hereby.

FILED AUG 0 7 1997 LAWRENCE TOWNSH ASSESSOR DEPT. METRO ITAN DEVELO DATE 8-21-97 PER Inst # 1997-0116215 08/25/97 08:21AM JOAN N. ROMERIL MARION CTY RECORDER RLP 12.00 PAGES: 2 2.

Except as specifically modified hereby, the Original Declaration remains in full force and effect.

IN WITNESS WHEREOF, the undersigned Declarant has executed this Third Amendment as of the date first written above.

STATE OF INDIANA ) ) SS: THE PRESERVE AT FALL CREEK, LLC By: Sol C. Miller, Member COUNTY OF MARION Before me, a Notary Public in and for said County and State, personally appeared Sol C.

Miller, a Member of The Preserve At Fall Creek, LLC, and acknowledged execution of the foregoing Third Amendment to Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek in such capacity.

rve At Fall Creek, LLC, and acknowledged execution of the foregoing Third Amendment to Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek in such capacity.

WITNESS my hand and Notarial Seal this 9th day of May, 1997.

My Commission Expires: April 17, 2001 Signature Michae Printed Michael B. Gest 130% County of Residence: Hamilton Je NOTARY PUBLIC This instrument was prepared by Mark D. Grant, ICE MILLER DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana 46282; Telephone: (317) 236-2479.

110602.1 T Cross Reference: 96-69778 1 MARTHA A WONACKS 1 207247 DEC 26 S انان دولان WAFER FOURTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK Ande THIS FOURTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK ("Fourth Amendment") is made and entered into on this 19th day of October, 1999, by THE PRESERVE AT FALL CREEK, LLC, an Indiana limited liability company ("Declarant").

RECITALS: NOVEMBER A.

B₁ Declarant has previously filed a Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek, dated May 15, 1996 and recorded May 24, 1996 as Instrument No. 96-0069778 in the Office of the Recorder of Marion County, Indiana, which has been amended three (3) prior times (the Declaration, along with all prior amendments, is referred to herein collectively as the "Original Declaration").

Declarant, pursuant to the Article XIII of the Original Declaration, wishes to amend the Original Declaration as set forth herein.

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original Declaration, hereby amends the Original Declaration, as follows: 1.

the Original Declaration as set forth herein.

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original Declaration, hereby amends the Original Declaration, as follows: 1.

DATE 1228-99 TE W ADAR Definitions a.

Common Area. The Original Declaration is hereby amended as follows: beginning after the word "Owners" in the parenthetical in Section 1.5 and continuing through the end of Section 1.5, the definition of "Common Area" shall read: swimming pools, bath houses, pavilions and related community recreational facilities and equipment in the development and such further items as shall be shown as Common Area or subject to an easement for stated purposes on the various Plats and Plans filed with the Recorder of Marion County from time to time with respect to portions of the Development, whether in conjunction with the recordation of a Supplemental Declaration or otherwise.

12/30/99 11:06AM HANDA MARTIN MARION CTY RECORDER Inst 1999-0243552 FILED DEC 30 1999 LAWRENCE TOWNSHIP SENC ASSESSOR 18.00 PAGES: 5 T 2.

3.

4.

b.

C.

d.

C.

Common Expenses. Section 1.6 of the Original Declaration is hereby amended by adding the following sentence at the end of the paragraph in Section 1.6: Common Expenses shall not include expenses for Lot Maintenance Services as may be provided for in any Supplemental Declaration.

Community Assessments. The Original Declaration is hereby amended by adding the following sentence after the first sentence in Section 1.8: Community Assessments shall not include assessments for Common Expenses.

Community Facilities. Section 1.10 of the Original Declaration is hereby deleted in its entirety.

DCC. Section 1.14 of the Original Declaration is hereby deleted in its entirety.

for Common Expenses.

Community Facilities. Section 1.10 of the Original Declaration is hereby deleted in its entirety.

DCC. Section 1.14 of the Original Declaration is hereby deleted in its entirety.

References to "Community Facilities". All references in the Original Declaration to "Community Facilities" are hereby deleted.

References to "Community Association" a.

b.

The references in the Original Declaration to "Community Association" in Sections 2.1(i), 2 1(v), 2.1(vi), 2.2, 7.1(a), and 7.1(b) are hereby deleted.

The reference to "Community Association" in the Original Declaration in the second sentence of the final paragraph of Section 2.1 is hereby deleted by placing a period (.) after the word Area and deleting the remaining portion of the sentence.

References to "facility" The references to "facility" in the Original Declaration in Sections 2.1(i) and 2.1(iii) are hereby amended to read "Common Areas."

5.

Property Rights.

3. Character of Development -21 6.

(1) Sections 2.6 C, 2.6P, and 2.6R of the Original Declaration are hereby deleted in their entirety (2) The third sentence of Section 2.6.E of the Original Declaration is hereby deleted.

(3) The first sentence of Section 2.6.F of the Original Declaration is hereby deleted in its entirety and the following is substituted therefor: No sanitary waste or other wastes shall be permitted to enter into the storm drainage system.

(4) The first sentence of Section 2.6.J of the Original Declaration is hereby deleted.

(5) The first sentence of Section 2.6.K of the Original Declaration is hereby deleted.

(6) The first sentence of Section 2.6.S of the Original Declaration is hereby amended to include the words "or Community Association" after the word Association.

Assessments.

a.

Purpose of Assessments.

b.

The first sentence of Section 2.6.S of the Original Declaration is hereby amended to include the words "or Community Association" after the word Association.

Assessments.

a.

Purpose of Assessments.

b.

The Original Declaration is hereby amended by adding the following sentence after the second sentence of Section 10.1: Community Assessments will not be used for expenses for Common Areas.

Effect of Nonpayment of Assessments: Remedies of Association.

The first five sentences of Section 10.6 of the Original Declaration are hereby deleted and replaced with the following language: Any assessments which are not paid when due shall be delinquent..

Any assessment remaining unpaid for a period of more than ten (10) days after it becomes delinquent shall incur a late fee in an amount of twenty dollars ($20.00). An additional late fee of twenty dollars ($20.00) will be charged for each thirty (30) day period after the assessment becomes delinquent. The Association shall cause a notice of delinquency to be given to any Member who has not paid within -31 ② Cross Reference: 96-69778 FIFTH AMENDMENT TO MARTHA A WOMACKS MAPPE D 372184 MAY245 انا TASTEPTANCE DECLARATION OF COVENANTS, CONDITIONS, LASEMENTSŔ AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK THIS FIFTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR THE PRESERVE AT FALL CREEK ("Fifth Amendment") is made and entered into on this 18TH day of PRESERVE AT FALL CREEK, LLC, an Indiana limited liability comparty ("Declarant").

Ma 2001, by THE RECITALS: A..

B.

Declarant has previously filed a Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek, dated May 15, 1996 and recorded May 24, 1996

, by THE RECITALS: A..

B.

Declarant has previously filed a Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek, dated May 15, 1996 and recorded May 24, 1996 as Instrument No. 96-0069778 in the Office of the Recorder of Marion County, Indiana (the "Declaration"), which has been amended on four (4) prior occasions (the Declaration, along with all prior amendments, is referred to herein collectively as the "Original Declaration").

Declarant, pursuant to the Article XIII of the Original Declaration, wishes to amend the Original Declaration as set forth herein.

NOW, THEREFORE, Declarant, pursuant to the provisions of Article XIII of the Original Declaration, hereby amends the Original Declaration, as follows: 1.

Assessments.

a Ownership of Multiple Contiguous Lots for One Single-Family Residence. The Original Declaration is hereby amended by adding a new Section 10.12 which shall read as follows: Any Owner of contiguous Lots in the Development, including one Lot and a portion of another Lot, who desires to use more than one of such Lots as the site for one single-family residence, must apply for approval of the same in writing to the DCC, which approval shall be given or withheld by the DCC in the DCC's sole discretion. If the DCC approves such request (a "Multiple Lot Approval"), the multiple Lots constituting the site for such single-family residence shall, for so long as the multiple Lots remain improved with only one singlefamily residence, be treated as a single Lot for purposes of this Declaration, including without limitation, for purposes of the voting rights set forth in Section 3.2 of this Declaration. In connection with the Owner's desire to use multiple contiguous Lots for one single-

ion, including without limitation, for purposes of the voting rights set forth in Section 3.2 of this Declaration. In connection with the Owner's desire to use multiple contiguous Lots for one single05/24/01 04:07PM MANDA MARTIN MARION CTY RECORDER SJK 13.00 PAGES: 2 Inst # 2001-0067185 1 C.

family residence, each such Owner shall be responsible for obtaining, at its sole expense, all required government approvals, including any required platting or replatting of the affected property. In addition, each Owner shall comply with all applicable laws, regulations and zoning ordinances, including without limitation, all yard setback requirements, in connection with the use of multiple contiguous Lots for one single-family residence.

Except as specifically modified hereby, the Original Declaration remains in full force and effect.

IN WITNESS WHEREOF, the undersigned Declarant has executed this Fifth Amendment as of the date first written above.

THE PRESERVE AT FALL CREEK, LLC By: Sol C. Miller, Member STATE OF Indiana), SS: COUNTY OF Hamilton) Before me, a Notary Public in and for said County and State, personally appeared Sol C.

Miller, a Member of The Preserve At Fall Creek, LLC, and acknowledged execution of the foregoing Fifth Amendment to Declaration of Covenants, Conditions, Easements and Restrictions for The Preserve At Fall Creek in such capacity WITNESS my hand and Notarial Seal this 18th day of My Commission Expires: 2001.

$ May Signature: Pasta R Wade PASHAN WADE Printed: County of Residence: NOTARY PUBLIC 7-27-04 A Hamilton This instrument was prepared by John A. Girod, ICE MILLER, One American Square, Box 82001, Indianapolis, Indiana 46282; Telephone: (317) 236-2255.

808889.1 -2DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS OF

d by John A. Girod, ICE MILLER, One American Square, Box 82001, Indianapolis, Indiana 46282; Telephone: (317) 236-2255.

808889.1 -2DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS OF THE PRESERVE AT FALL CREEK METROPOLITAN DEPT.

OF DATE 2/8 PER DEVELOPMENT ADMINISTRATOR FILED MAY 17 1996 LAWRENCE TOWNSHIP ASSESSOR Dated: May 15 1996 05/24/56 10:52AM JOAN N. RCHERIL MARICH CTY RECORDER JRC 123.00 PAGES: 53 Inst # 1996-0069778 TABLE OF CONTENTS Section 1.17.

Section 1.18.

Lot Section 1.19.

Section 1.20.

Section 1.21.

Section 1.22.

Section 1.23.

Association Common Area Common Expenses Community Section 1.1.

ARTICLE I DEFINITIONS Additional Land Section 1.2.

Articles of Incorporation Section 1.3.

Section 1.4.

Bylaws Section 1.5.

Section 1.6.

Section 1.7.

Section 1.8.

Section 1.9.

Section 1.10.

Section 1.11.

Section 1.12.

Section 1.13.

Section 1.14.

DCC Section 1.15.

Section 1.16.

Community Assessments Community Association Community Facilities Control Transfer Date Declarant Development Drainage System Eligible Mortgage Holder Eligible Votes Majority Member Mortgage Owner Person Section 1.24.

Plats and Plans Section 1.25.

Section 1.26.

Section 1.27.

Section 1.28.

Section 1.29.

Preservation Areas Quorum Special Assessments Streets Supplemental Declaration ARTICLE II PROPERTY RIGHTS Section 2.1.

Owner's Easement of Enjoyment Section 2.2.

Section 2.3.

Section 2.4.

Rules and Regulations Section 2.5.

Delegation of Use Owner's Right to Ingress, Egress and Support Declarant's Reserved Easement Section 2.6.

Character of the Development -iPage 2 2 2 2 2 3 5 5 5 5 5 5 S 5 6 6 7 7 7 8 9 13 13 14 14 15 15 15 15 15 55 17 17 19 19 19 20 21 21 22 22 22222 20 20 20 20 Section 3.1.

Section 3.2.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS Membership Classes of Membership

5 5 S 5 6 6 7 7 7 8 9 13 13 14 14 15 15 15 15 15 55 17 17 19 19 19 20 21 21 22 22 22222 20 20 20 20 Section 3.1.

Section 3.2.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS Membership Classes of Membership Section 3.3.

Board of Directors Section 3.4.

Professional Management Section 3.5.

Section 3.6.

ARTICLE IV Responsibilities of the Association Control and Transfer of Control of Association MAINTENANCE Section 4.1.

Maintenance.

ARTICLE V INSURANCE Section 5.1.

Insurance Section 5.2.

Section 5.3.

Section 5.4.

Individual Insurance Disbursement of Proceeds Damage and Destruction Section 5.5.

Repair and Reconstruction ARTICLE VI NO PARTITION Section 6.1.

No Partition ARTICLE VII CONDEMNATION Section 7.1.

Condemnation.

ARTICLE VIII ANNEXATION OF ADDITIONAL PROPERTY Section 8.1.

Annexation without Approval of Owners Section 8.2.

Acquisition of Additional Common Arca Section 8.3.

Amendment Section 8.4.

Individual Homes ARTICLE IX Section 9.1.

Section 9.2.

Section 9.3.

23 23 23 23 23 23 24 24 26 26 2222222 222222 Section 9.4.

Section 9.5.

Section 9.6.

ARTICLE X RIGHTS AND OBLIGATIONS OF THE ASSOCIATION Common Area Services Personal Property and Real Property for Common Use Implied Rights Self-Help.

Right of Entry ASSESSMENTS Purpose of Assessment Creation of Assessments Computation of Assessment Section 10.1.

Section 10.2.

Section 10.3.

Section 10.4.

Special Assessments Section 10.5.

Lien for Assessments - ii Section 10.6.

Effect of Nonpayment of Assessments: Remedies of the Association Section 10.7.

Capital Budget and Contribution.

22 26 27 Section 10.8.

Subordination of the Lien to First Deeds of Trust and First Mortgages 27 Section 10.9.

Capitalization of Association 28 Section 10.10.

Date of Commencement of Annual Assessments 28 Section 10.11.

Assessments by Declarant 28

en to First Deeds of Trust and First Mortgages 27 Section 10.9.

Capitalization of Association 28 Section 10.10.

Date of Commencement of Annual Assessments 28 Section 10.11.

Assessments by Declarant 28 ARTICLE XI Section 11.1.

Section 11.2.

New Construction Section 11.3.

Section 11.4.

ARCHITECTURAL STANDARDS Architectural Standards Jurisdiction Modifications Procedures for Approval 22229 30 Section 11.5.

Power of Disapproval 30 Section 11.6.

Liability of Committee 31 Section 11.7.

Inspection 31 Section 11.8.

Declarant Improvements 31 Section 11.9.

Remedies for Failure to Obtain Approval 31 ARTICLE XII MORTGAGEE RIGHTS Section 12.1.

Notices of Action . .

31 31 ARTICLE XIII GENERAL PROVISIONS 32 Section 13.1.

Duration 32 22 Section 13.2.

Section 13.3.

Amendment Indemnification 32 34 Section 13.4.

Section 13.5.

Easements for Utilities Construction and Sale 34 34 Section 13.6.

Section 14.1.

Section 14.2.

Section 14.3.

ARTICLE XV Section 15.1.

ARTICLE XVI Section 16.1.

In General Section 13.7.

Section 13.8.

Section 13.9.

ARTICLE XIV Gender and Grammar Severability Captions Perpetuities ENFORCEMENT Government Enforcement Delay or Failure to Enforce PRIVATE AMENITIES AND SERVICES Private Amenities and Services LIMITATION ON DECLARANT'S LIABILITY Limitation on Declarant's Liability 35 35 35 35 3333 35 35 35 35 36 386 36 22 36 36 - iii ARTICLE XVII Section 17.1.

ADDITIONAL EASEMENTS AND RESTRICTIONS 36 Easements 36 Section 17.2.

Floodway Restrictions 38 Section 17.3.

Common Areas 38 Section 17.4.

Lot Access 38 Section 17.5.

Section 17.6.

Construction Procedure 38 Streets 38 8080808080 aa - iv DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS OF THE PRESERVE AT FALL CREEK THIS DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND

ion Procedure 38 Streets 38 8080808080 aa - iv DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS OF THE PRESERVE AT FALL CREEK THIS DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS OF THE PRESERVE AT FALL CREEK (the "Declaration"), is made this 15th day of May 1996, by The Preserve at Fall Creek, LLC, an Indiana limited liability company, and ' WITNESSES: WHEREAS, Declarant (as defined herein.) is the owner or contract purchaser of the Development (as defined herein); WHEREAS, Declarant intends by this Declaration (as defined herein) to impose upon the Development mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of residential property within the Development by the recording of this Declaration; WHEREAS, Declarant desires to provide a flexible and reasonable procedure for the overall development of the Development and to establish a method for the administration, maintenance, preservation, use, and enjoyment of such properties as are now or may hereafter be subject to this Declaration; WHEREAS, Declarant anticipates that a number of residential communities will be developed in the Development and that certain aspects of the overall Development will be of benefit to such different communities, including, but not limited to, the Community Facilities, the Streets, the Drainage System (all as denned herein), central landscaping features, central signage for the Development including street signage and stop and speed limit signs and common elements related to services to be provided to the residents of all such communities; WHEREAS, Declarant contemplates that in addition to the covenants, conditions, casements and restrictions imposed hereby and the amenities, improvements and services of

idents of all such communities; WHEREAS, Declarant contemplates that in addition to the covenants, conditions, casements and restrictions imposed hereby and the amenities, improvements and services of common benefit to all residents, such communities within the Development may be subject to further covenants, conditions, easements and restrictions and provided with further amenities, improvements and services of benefit only to the residents of a particular community or communities, and in furtherance thereof, Declarant intends that a Supplemental Declaration (as defined herein) will be recorded making reference to this Declaration and setting forth the various terms and provisions relating to such communities' specific amenities, improvements, services and other matters and Declarant contemplates that each Community (as defined herein) will form a separate Community Association (as defined herein) to carry out the powers and duties delegated to it by the Association (as herein defined) and as set forth in the Supplemental Declaration for that Community; and WHEREAS, the Declarant has formed (or intends to form) the Association (as defined herein) for the purposes of carrying out the powers and duties aforesaid.

NOW, THEREFORE, Declarant hereby declares that all of the real estate described in Exhibit "A" attached hereto, and any additional property as may by subsequent amendment be added to and subjected to this Declaration, shall be held, sold and conveyed subject to the following covenants, conditions, casements and restrictions, which shall run with the land" and are for the purpose of protecting the value and desirability of and which shall run with the real property subjected to this Declaration and which shall be binding on all parties having any right,

and are for the purpose of protecting the value and desirability of and which shall run with the real property subjected to this Declaration and which shall be binding on all parties having any right, title or interest in the described Development or any part thereof, their heirs, successors, successors-in-title, and assigns and shall inure to the benefit of each owner thereof. Declarant, for itself and its successors and assigns, specifically reserves unto itself the right and privilege to include Additional Land (as defined herein) within and subject to, the terms and provisions of this Declaration by recording a document with the Recorder of Marion County, Indiana, making reference to the terms and provisions hereof and purporting to accomplish such addition of real estate with respect to the provisions hereof.

ARTICLE I DEFINITIONS Section 1.1 Additional Land. Additional Land shall mean and refer to additional real property now owned or which may in the future be owned by Declarant subject to Declarant's reserved unilateral right to annex the same within and subject to this Declaration as provided elsewhere herein.

Section 1.2. Articles of Incorporation. Articles of Incorporation means and refers to the Articles of Incorporation of the Association or Community Association as the context may indicate, as filed with the Secretary of State of the State of Indiana.

Section 1.3. Association. Association shall mean and refer to The Preserve at Fall Creek Homeowner's Association, Inc., or an organization of similar name, formed, or to be formed, as an Indiana not-for-profit corporation, its successors and assigns. The Board of Directors or Board shall mean the elected body of the Association having its normal meaning under Indiana not-for-profit corporation law.

r-profit corporation, its successors and assigns. The Board of Directors or Board shall mean the elected body of the Association having its normal meaning under Indiana not-for-profit corporation law.

Section 1.4. Bylaws. Bylaws shall refer to the Bylaws of the Association or Community Association as the context may indicate, as the sanie may exist and be in effect from time to time Section 1.5 Common Area. Common Area shall mean all real and personal property now or hereafter owned by or subject to an casement for the common use and enjoyment of all Owners in the Development. The Common Area to be owned by the Association shall be conveyed to the Association at any time prior to the last conveyance of a Lot to any Owner by .2Declarant. By way of example and not by way of limitation, Common Area shall include the Drainage System in the Development including all lakes, retention/detention ponds, spillways, creeks and culverts, all landscaping other than landscaping on any Lot, accent or special effect lighting systems for the Development (excluding exterior light fixtures to be installed and maintained by Owners), community recreational facilities and such other or further items as shall be shown as Common Area or subject to an easement for stated purposes on the various Plats and Plans filed with the Recorder of Marion County from time to time with respect to portions of the Development, whether in conjunction with the recordation of a Supplemental Declaration or otherwise.

Section 1.6 Common Expenses. Common Expenses shall mean and include the actual and estimated expenses of operating the Association, including any reasonable reserves, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, the

de the actual and estimated expenses of operating the Association, including any reasonable reserves, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, the Bylaws, and the Articles of Incorporation of the Association. Common Expenses shall include, without limitation, the actual and estimated cost to the Association for the maintenance, management, operation, repair, improvement and replacement of Common Area, real estate taxes or personal property taxes assessed against any Common Area, as well as any other costs or expense incurred by the Association for the benefit of the Common Area and the Owners.

Section 1.7. Community. Community shall mean and refer to separately designated and developed residential areas. In the absence of specific designation of separate Community status, all real estate made subject to this Declaration shall be considered a part of the same Community; provided, however, the Declarant may designate in any Supplemental Declaration adding property to the terms and conditions of this Declaration that such property shall constitute a separate Community or Communities; provided further that, upon approval of two-thirds (2/3) of the Board of Directors, the Board of Directors may also designate Community status to any area of the Development so requesting.

Section 1.8 Community Assessments. Community Assessments shall mean assessments for such expenses as may be provided for herein or in any Supplemental Declaration which shali be used for the purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of the Lots in a given Community against which the specific Community Assessment is levied and for the purpose of maintaining the properties

, common benefit, and enjoyment of the Owners and occupants of the Lots in a given Community against which the specific Community Assessment is levied and for the purpose of maintaining the properties or providing services for the Owners within a given Community, as will be more particularly described in the Supplemental Declaration creating the same. The Community Assessments shall be levied equally against Owners of Lots in a Community, provided that in the event assessments are levied for exterior maintenance of dwellings, or insurance on dwellings, or replacement reserves which pertain to particular dwellings within a given Community (pursuant to a Supplemental Declaration), such assessments (that are for the use and benefit of particular Lots) shall be levied upon a pro rata basis among the benefited Owners.

Section 1.9. Community Association. Community Association shall mean and refer to the homeowner's association formed as an Indiana nonprofit corporation, its successors and assigns, for each Community.

- 3 Section 1.10. Community Facilities. Community Facilities shall refer to facilities such as a swimming pool and related facilities and equipment, if any, to be located within and to be a part of a particular Community or Communities and be subject to an easement for the common use and enjoyment of only Owners in such Community or Communities, as determined and provided by Declarant.

Section 1.11. Control Transfer Date. Control Transfer Date shall be the date on which the Declarant is no longer a Class B Member of the Association.

Section 1.12. Declarant. Declarant means The Preserve at Fall Creek, LLC, an Indiana limited liability company, or any other person, firm, corporation or partnership which succeeds

of the Association.

Section 1.12. Declarant. Declarant means The Preserve at Fall Creek, LLC, an Indiana limited liability company, or any other person, firm, corporation or partnership which succeeds to the interest of The Preserve at Fall Creek, LLC, as developer of the Development, as a matter of law or as evidenced by a written instrument of transfer to such effect.

Section 1,13. Development. Development shall mean and refer to the real property described in Exhibit "A", attached hereto and incorporated herein by reference and such additional real property as may be added in accordance with Article VIII.

Section) 4. DCC. DCC shall mean and refer to the Development Control Committee established pui ant to the provisions of Article XI hereof.

Section 1.15. Drainage System. Drainage System shall mean and include the retention/detention ponds, storm sewers, subsurface drainage tiles, swales, ditches, pipes, and other structures, fixtures, properties, equipment, and facilities located in, upon, or under the Common Area, Streets, or easements affecting one or more Lots or property located outside the Development, and designed for the purpose of expediting the drainage of surface and subsurface waters from, over, across and under the Development, other than such as may have been dedicated to the public and accepted for maintenance by the appropriate public agency.

Section 1.16. Eligible Mortgage Holder. Eligible Mortgage Holder shall mean a holder, insurer, or guarantor of a first mortgage on a Lot who has requested notice of certain matters from the Association as herein and in the Association's Bylaws provided.

Section 1.17. Eligible Votes. Eligible Votes shall mean those votes available to be cast

as requested notice of certain matters from the Association as herein and in the Association's Bylaws provided.

Section 1.17. Eligible Votes. Eligible Votes shall mean those votes available to be cast on the issue at hand. A vote which is for any reason suspended is not available to be cast.

Section 1.18. Loi. Lot shall mean a portion of the Development other than the Common Area intended for any type of independent ownership and use as may be set out in this Declaration and as shall be shown on the Plats and Plans filed with this Declaration, amendments thereto and any Supplemental Declaration. Where the context indicates or requires, the term Lot includes any structure on the Lot.

4 Section 1.19. Majority. Majority means more than fifty percent (50%) of the total number of eligible groups, Eligible Votes, eligible Owners, or other, as the context may indicate Section 1.20 Member. Member shall mean and refer to a person or entity entitled to membership in the Association, as provided herein.

Section 1.21 Mortgage. Mortgage means any mortgage, deed to secure debt, and any and all other similar instruments used for the purpose of conveying or encumbering real property as security for the payment or satisfaction of an obligation.

Section 1.22. Owner. Owner shall mean and refer to the record owner, whether one or more persons or entities, of any Lot which is part of the Development, but excluding any party holding the fee simple title merely as security for the performance of an obligation.

Owner shall include the Declarant (but pursuant to Section 10.11 no assessments are payable by Declarant as an Owner except as specifically described therein).

Section 1.23. Person Person means a natural person, a corporation, a partnership, trustee, or other legal entity.

sments are payable by Declarant as an Owner except as specifically described therein).

Section 1.23. Person Person means a natural person, a corporation, a partnership, trustee, or other legal entity.

Section 1.24. Plats and Plans. Plats and Plans shall collectively mean those plats or plans of all or any portion of the Development making reference hereto which have been or hereafter may be recorded in the office of the Recorder of Marion County, Indiana, as the same may be amended or supplemented by replats or otherwise.

Section 1.25 Preservation Areas. Preservation Areas shall mean those portions of the Common Area that shall be maintained by the Association in their present condition, subject to drainage improvements and Drainage Easements (as hereinafter defined) as required by the Department of Capital Asset Management.

Section 1.26 Quorum. Quorumi shall mean the percent of Eligible Votes entitled to be cast on a matter at any meeting of Members as specified in the Bylaws.

Section 1.27. Special Assessments. Special Assessments shall mean those certain assessments authorized and made pursuant to the terms of Section 10.4 hereof.

Section 1.28. Streets. Streets shall mean all driveways, walkways, roadways, streets and similar areas, designated as such on the Plats and Plans, which have been or hereafter are constructed for the purpose of providing common access for Owners, occupants and their guests and invitees, to any or all Lots, other than those that have been dedicated to the public and accepted for maintenance by the appropriate public agency.

-5☐ Section 1.29 Supplemental Declaration. Supplemental Declaration shall mean any amendment to this Declaration which adds additional property to that covered by this Declaration

ate public agency.

-5☐ Section 1.29 Supplemental Declaration. Supplemental Declaration shall mean any amendment to this Declaration which adds additional property to that covered by this Declaration or otherwise imposes additional covenants, conditions, easements or restrictions on all or any portion of the Development. Such Supplemental Declaration may, but is not required to impose, expressly or by reference, additional restrictions and obligations on the land subject to that Supplemental Declaration to the provisions of this Declaration and shall set forth the specific development standards, services to be provided by the Community Association to Owners in the Community being created thereby, the initial level of assessments for Community Assessments associated therewith and such other matters as the Declarant may determine to include therein.

ARTICLE II PROPERTY RIGHTS Section 2.1. Owner's Easement of Enjoyment. Every Owner shall have a right and easement of ingress and egress in and to, and, use and enjoyment of the Common Arca and the Community Facilities of the Community within which the Owner's Lot is located, which shall be appurtenant to and shall pass with the title to every Lot, subject to: (i) the right of the Association or appropriate Community Association to charge reasonable admission and other fees for the use of any Common Arca or Community Facilities and to impose reasonable limits on the number of guests who may use such facilities; (ii) the right of the Association or appropriate Community Association to suspend or terminate a Member's voting rights in accordance with law and the Articles of Incorporation and Bylaws; (iii) the right to suspend use of any such facilities for any period during which

to suspend or terminate a Member's voting rights in accordance with law and the Articles of Incorporation and Bylaws; (iii) the right to suspend use of any such facilities for any period during which any assessment for Common Expenses or Community Assessments against that Owner's Lot remains unpaid, and for any violation by an Owner of the Association's or appropriate Community Association's rules and regulations, for the duration of the violation and for an additional period thereafter not to exceed thirty (30) days; (iv) the Declarant's reserved eacements as described herein and the right of the Declarant to grant easements in and to the Common Area and Community Facilities to any public agency, authority, or utility for such purposes as benefit only the Development or portions thereof and Owners or Lots contained therein; (v) the right of the Association and of Community As: ociation to borrow money for the purpose of improving the Common Area and Community Facilities, or any portion thereof, for acquiring additional Common Area or Community Facilities, or for constructing, repairing, or improving any facilities located or to be located thereon, and to give as security for the payment of any such loan a mortgage conveying all or any -5portion of the Common Area or Community Facilities, provided two-thirds (2/3) of Eligible Votes shall approve; provided, however, the lien and encumbrance of any such mortgage given by the Association or Community Association shall be subject and subordinate to any and all rights, interests, options, casements, and privileges reserved or established in this Declaration for the benefit of Declarant or any Owner, or the holder of any Mortgage, irrespective of when executed, given by Declarant or any Owner

nts, and privileges reserved or established in this Declaration for the benefit of Declarant or any Owner, or the holder of any Mortgage, irrespective of when executed, given by Declarant or any Owner encumbering any Lot or other property located within the Development; and (vi) the right of the Association and Community Association to dedicate or transfer all or any portion of the Common Area or Community Facilities to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members of the Association or Community Association. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer has been approved by the Declarant during any time that the Declarant controls the Association or the Community Association and otherwise by at least twothirds (2/3) of all Eligible Votes.

This Section 2.1 may not be amended without the written consent of Declarant during the time that Declarant owns any property subject to this Declaration. Unless otherwise specified herein, the Associations rights in this Section and all other Sections hereof pertain only to the Common Area and the rights of any Community Association pertain only to the Community Facilities for the Community governed by said Community Association.

Section 2.2. Delegation of Use. No Owner may delegate his or her right of enjoyment to the Common Area or Community Facilities to any other individual without the prior written consent of the Association or Community Association.

Section 2.3. Owner's Right to Ingress, Egress and Support. Each Owner shall have the right to ingress and egress over, upon, and across the Common Area necessary for access to his

mmunity Association.

Section 2.3. Owner's Right to Ingress, Egress and Support. Each Owner shall have the right to ingress and egress over, upon, and across the Common Area necessary for access to his or her Lot and shall have the right to lateral support for his or her Lot, and such rights shall be appurtenant to and pass with the title to each Lot.

Section 2.4. Rules and Regulations. The Board of Directors of the Association may establish reasonable rules and regulations concerning the use of the Common Area, facilities located thereon, and individual Lots in the Development, as appropriate. Copies of such regulations and amendments thereto shall be furnished by the Association to all Owners prior to the rule's effective date. Such regulations shall be binding upon the Owners, their families, tenants, guests, invitees, and agents until and unless such regulation, rule, or requirement shall be specifically overruled, cancelled, or modified by the Board of Directors of the Association or the Members by two-thirds (2/3) of all Eligible Votes and with the written approval of the Class B Member prior to the Control Tra isfer Date. The Board shall have the authority to impose reasonable monetary fines and other sanctions, and monetary fines may be collected by tion and foreclosure, as provided in Article X. In addition, the Association, through its Board, may, by contract or other agreement, enforce county ordinances or permit Marion County to - 7 enforce ordinances affecting the Development for the benefit of the Association and its Members Section 2.5. Declarant's Reserved Easement. No withstanding any provisions contained in the Declaration to the contrary, Declarant hereby expressly reserves unto itself and its

ciation and its Members Section 2.5. Declarant's Reserved Easement. No withstanding any provisions contained in the Declaration to the contrary, Declarant hereby expressly reserves unto itself and its successors and assigns a nonexclusive, perpetual right, privilege, and easement with respect to any property in the Development, for the benefit of Declarant and its successors and assigns over, under, in, and on the Development, without obligation and without charge to Declarant, for the purposes of construction, installation, relocation, development, sale, maintenance, repair, replacement, use and enjoyment and otherwise dealing with the Development and any other property now owned or which may in the future be owned by Declarant. The reserved easement shall constitute a burden on the title to all or any portion of the Development and specifically includes, but is not limited to: (i) the right of access, ingress, and egress for vehicular and pedestrian traffic over, under, on, and in all or any portion of the Development; and the right to tie into any portion of the Development with driveways, parking areas, Streets, the Drainage System and walkways; and the right to tie into and/or otherwise connect and use (without a tap-on or any other fee for so doing), replace, relocate, maintain, and repair any device which provides utility or similar services, including, without limitation, electrical, telephone, natural gas, water, sewer, and drainage lines and facilities constructed or installed in, on, under, and/or over all or any portion of the Development; (ii) the right to construct, install, replace, relocate, maintain, repair, use and enjoy signs, model residences, sales offices, construction offices and business offices as,

rtion of the Development; (ii) the right to construct, install, replace, relocate, maintain, repair, use and enjoy signs, model residences, sales offices, construction offices and business offices as, in the sole opinion of Declarant, may be required, convenient or incidental to the construction and sale by Declarant of residences in all or any portion of the Development or in any portion of the Additional Land; and (iii) the right to maintain a sales and marketing office for the Development within the Common Area and/or Community Facilities without cost to Declarant until Declarant no longer owns any Lots in the Development.

No rights, privileges, and easements granted or reserved herein shall be merged into the title of any property within the Development, but shall be held independent of such title, and no such right, privilege, or casement shall be surrendered, conveyed, or released unless and until and except by delivery of a quitclaim deed from Declarant releasing such right, privilege, or easement by express reference thereto with respect to all or any portion of the Development.

Declarant may grant to a builder of Lots within the Development similar rights as granted to Declarant under (ii) and (iii) above.

This Section 2.5 may not be amended without the advance written consent of Declarant as long as Declarant owns one or more Lots.

-8Section 2.6 Character of the Development.

Use of Lots A.

(i) Except as may be otherwise expressly provided in this Declaration, each Lot shall be used for residential purposes only as a residence for a single family related by blood, adoption, or marriage. No business buildings shall be erected on said Lots, and no business may be conducted on any part thereof, other than the home occupations

for a single family related by blood, adoption, or marriage. No business buildings shall be erected on said Lots, and no business may be conducted on any part thereof, other than the home occupations permitted in the Dwelling District Zoning Ordinance of Marion County, Indiana, as amended from time to time. Lease or rental of a Lot or any building thereon for residential purposes shall not be considered to be a violation of this covenant, so long as the lease is in compliance with reasonable rules and regulations as the Board of Directors may promulgate, or in the absence of such rules and regulations, with the prior written approval of the Board. Any lessee or tenant shall in all respects be subject to the terms and conditions of this Declaration, the Bylaws, and the rules and regulations adopted hereunder (ii) Without the prior written consent of the Association's Board of Directors, nothing shall be done or kept on any Lot or on the Common Area or any Community Facilities or any part thereof to increase the rate of insurance on the Development or any part thereof over what the Association, but for such activity, would pay. Noxious.

destructive, or offensive activity, or any activity constituting an unreasonable source of annoyance shall not be conducted on any Lot or on the Common Area or any Community Facilities or any part thereof, and the Association shall have standing to initiate legal proceedings abate such activity. Each Owner shall refrain from any act or use of his or her Lot which could reasonably cause embarrassment, discomfort. or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce reasonable rules and ulations in furtherance of this provision.

ly cause embarrassment, discomfort. or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce reasonable rules and ulations in furtherance of this provision.

B. Use of Common Areas and Community Facilities. No planting or gardening shall be done, and no fences, hedges, walls or any other structure or planting shall be erected or maintained upon the Common Are: or Community Facilities, except in accordance with the initial construction of the improvements located thereon by the Declarant or as approved by the Association's Board of Directors or their designated representatives. No antennas may be erected upon the Common Area or Community Facilities, except the Association may erect a master antenna serving the Members. Except for the right of ingress and egress, the Owners of Lots may use the property outside their respective Lots only in accordance with reasonable regulations as may be adopted by the Association's Board of Directors or as is expressly provided herein.

Specifically, restrictions on use of lakes and ponds, if any, on the Development shall be set forth in Supplemental Declarations with respect to the Community in which such lakes and ponds are located or to which they are contiguous, and otherwise as may be implemented by the Board. It is expressly acknowledged and agreed by all parties concerned that this Section 2.6 is for the mutual benefit of all Owners and is necessary for the protection of all Owners.

-9.

C. Signs. Except as hereinafter provided for Declarant, no signs of any type whatsoever, billboards, unsightly objects, or nuisances shall be erected, placed, or permitted to remain on the Development, other than signage provided by Declarant (before the Control

ns of any type whatsoever, billboards, unsightly objects, or nuisances shall be erected, placed, or permitted to remain on the Development, other than signage provided by Declarant (before the Control Transfer Date) or by the Association (after the Control Transfer Date, and approved by the DCC, and signs that are approved by the DCC and are erected by a builder of multiple lots in the Development (a "Builder"), except that one sign of not more than six (6) square feet may be displayed for the purpose of either advertising the lot for sale or advertising a garage/yard sale at such lot.

D. Storage and Parking of Vehicles. There shall be no outside storage or parking upon any Lot, the Common Arca or Community Facilities of any automobile, commercial vehicle, truck, tractor, mobile home or trailer (either with or without wheels), camper, camper trailer, boat or other watercraft, boat trailer, or any other transportation device of any kind, except within the parking spaces in the Owner's garage and for visitors temporarily parking in spaces and in accordance with rules and regulations designated and promulgated by the Board; provided, however, that the temporary parking of the Owner's primary vehicle on the driveway of the Owner's Lot shall not be prohibited. No Owners or tenants shall repair or restore any vehicle of any kind upon any Lot, Common Area or Community Facilities, except for emergency repairs, and then only to the extent necessary to enable movement thereof to a proper repair facility. No garage may be altered in such a manner that the number of automobiles which may reasonably be parked therein after the alteration is less than the number of automobiles that could have been reasonably parked in the garage as originally constructed.

number of automobiles which may reasonably be parked therein after the alteration is less than the number of automobiles that could have been reasonably parked in the garage as originally constructed.

E. Pets. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on the Development, except that normal household pets in reasonable numbers may be kept in residences subject to rules and regulations adopted by the Association through its Board of Directors, provided that such pets are not kept, bred, or maintained for any commercial purpose.

The Board shall have the absolute power to prohibit a pet from being kept on any Lot in the Development, including inside residences constructed thereon. No doghouses or other pet enclosures shall be constructed or located on any lot without the prior written approval of the DCC.

F. Nuisances. No outside toilets shall be permitted on any Lot in the Development (except during a period of construction and then only with the consent of the DCC), and no sanitary waste or other wastes shall be permitted to enter the storm drainage system. No discharge from any floor drain shall be permitted to enter into the storm drainage system. No noxious or offensive activities shall be carried on any Lot in the Development, nor shall anything be done on any of said Lots that shall become or be an unreasonable annoyance or nuisance to any Owner of another Lot in the Development. By purchase of a Lot, each Owner agrees that any violation of this paragraph constitutes a nuisance which may be abated by Declarant, the Association, or any Owner in the Development in any manner provided at law or in equity. The cost or expense of abatement, including court costs and attorneys' fees, shall become a charge

clarant, the Association, or any Owner in the Development in any manner provided at law or in equity. The cost or expense of abatement, including court costs and attorneys' fees, shall become a charge or lien upon the offending Owner's Lot, and may be collected (i) in any manner provided by law or in equity for collection of a liquidated debt, or (ii) by foreclosure of said lica in the manner -10provided for in Section 10.6 for the lien of assessments. Neither the Declarant, nor any officer, agent, employee or contractor thereof, the Association, or any Owner enforcing the provisions of this paragraph shall be liable for any damage which may result from enforcement hereof G. Garbage, Trash and Other Refuse. No Owner of a Lot in the Development shall burn or permit the burning out-of-doors of garbage or other refuse, nor shall any such Owner accumulate or permit the accumulation out-of-doors of such refuse on his Lot except as may be permitted below. All dwellings built in the Development shall be equipped with a garbage disposal unit. Every outdoor receptacle for ashes, trash, rubbish or garbage shall be installed underground or shall be so placed and kept as not to be visible from any street within the Development at any time, except at the time when refuse collections are being made.

H. Model Homes No Owner of any Lot in the Development other than Declarant or persons having the written permission of Declarant shall build or use or permit the building or use upon any such Lot of any dwelling that is to be used as a model home or exhibit house.

1. Temporary Structures. No temporary house, trailer, tent, garage, mini-barn or other out building shall be placed or erected on any Lot, nor shall any regular overnight camping

ome or exhibit house.

1. Temporary Structures. No temporary house, trailer, tent, garage, mini-barn or other out building shall be placed or erected on any Lot, nor shall any regular overnight camping be permitted on any Lot; provided, however, that Declarant or any person specifically authorized by Declarant may maintain a temporary construction or sales trailer on any Lot or Lots.

J. Utility Services. No utility services will be installed under any paved areas in the Development, except by jacking, drilling, or boring, unless specifically approved by the Declarant (or, after Declarant turns over control of the Association, by the DCC). All utility facilities in the Development will be underground, except where required to be placed above ground by the individual utility supplier.

K. Wells and Septic Tanks. No water wells shall be drilled on any of the Lots in the Development without the approval of the DCC. No septic tanks shall be installed on any of the Lots, in any of the Common Areas or the Community Facilities.

!.. Antennas and Solar Heat Panels. Except as approved by the DCC, no exposed antennas, satellite dishes or solar heat panels shall be allowed on any Lot or on any residence on any Lot which is visible from outside such residence.

M.

Accessory Outbuildings Prohibited. No accessory outbuildings, including minibarns, shall be erected on any of the residential Lots.

N.

Occupancy or Residential Use of Partially Completed Dwelling Houses Prohibited.

No dwelling house constructed on any of the residential Lots shall be occupied or used for residential purposes or human habitation until it shall have been substantially completed for occupancy in accordance with the approved building plan. The determination of whether the

pied or used for residential purposes or human habitation until it shall have been substantially completed for occupancy in accordance with the approved building plan. The determination of whether the house shall have been substantially completed for occupancy shall be made by the building - 11 inspector of the governmental entity having jurisdiction over the Development and such decision shall be binding on all parties.

Other Restrictions All tracts of ground in the Development shall be subject to all covenants, conditions, easements, restrictions and limitations of record, and to all governmental zoning authority and regulations affecting the Development, all of which are incorporated herein by reference.

P. Fences, Light Fixtures, Etc. In order to preserve the natural quality and aesthetic appearance of the existing geographic areas within the Development, any fence, basketball goal, swimming pool, hot tub, play structure (such as swingset) or other exterior structure must be approved by the DCC as to size, location, height and composition before it may be installed.

Any fencing in the Development will be designed and installed to be as harmonious as possible with the architectural character of the Community. No fence or screen will be approved if its installation will obstruct necessary site lines for vehicular traffic. Undue obstruction of view or other amenities from adjoining properties will be taken into consideration by the DCC when reviewing for approval. Fences in general shall not be located any closer to the front of the home than the rear foundation line of the home. The DCC will discourage fencing of the entire back yard due to the effect that this fencing may have on the feeling of spaciousness desired by

nt of the home than the rear foundation line of the home. The DCC will discourage fencing of the entire back yard due to the effect that this fencing may have on the feeling of spaciousness desired by other property owners. Fences may be privately installed but must be constructed to professional levels of quality. Non-professionally installed fences will be inspected by the DCC after completion in order to insure that the final product is of a professional quality and final approval of the fence shall be deemed withheld until successful completion of this final review.

(a) Height Restriction. DCC will approve fences up to four (4) feet in height which otherwise meet these guidelines. The DCC will give consideration, however, to a variance in this height limit where clearly unique circumstances exist. The use of six (6) foot fences around small patio areas of a backyard or sideyard of a home in order to secure privacy for the immediate patio area will be permitted. The specific fence height restrictions are as follows: (i) Property fencing and walls above grade shall not exceed four (4) feet above grade unless otherwise approved by the DCC.

(ii) The DCC will not approve any proposed fence which exceeds four (4) feet in height unless the rear line of that Lot offers some circumstance clearly unique to that Lot (iii) Patio screens/privacy fences shall not exceed six (6) feet in height.

(b) Materials and Finish.

(i) Wood fencing or screening will be approved if the design is in conformity with the architectural design of the Community, and either (i) painted or stained to match the exterior colors of the home, or (ii) have a natural wood finish.

- 12 (ii) The DCC will not approve an application for the installation of a chain

ity, and either (i) painted or stained to match the exterior colors of the home, or (ii) have a natural wood finish.

- 12 (ii) The DCC will not approve an application for the installation of a chain link or other galvanized metal fencing unless it is vinyl coated or covered with similar coating material and black in color.

Q. Damaged Structures. No improvement which has partially or totally been destroyed by fire or otherwise shall be allowed to remain in such state for more than three (3) months from the time of such destruction or damage.

R.

Prohibition of Used Structures. All structures constructed or placed on any Lot in the Development, including play structures, shall be constructed with substantially all new materials, and no used structures shall be relocated or placed on any such Lot without the prior written approval of the DCC.

S.

Maintenance of Lots and Improvements. Unless the Association is obligated to perform the same, the Owner of any Lot in the Development shall at all times maintain the Lot (and to the extent required by the restrictions contained elsewhere herein or in the Plats and Plans, Common Area adjacent to such Lot) and any improvements situated thereon in such a manner as to prevent the same from becoming unsightly and, specifically, such Owner shall: (i) Mow and care for the lawn at such times as may reasonably be required in order to prevent the unsightly growth of vegetation and weeds; (ii) (iii) Remove all debris or rubbish; Prevent the existence of any other condition that reasonably tends to detract from or diminish the aesthetic appearance of the Development; (iv) Cut down and remove dead trees; and (v) Keep the exterior of all improvements in such a state of repair or maintenance as to avoid their becoming unsightly.

ARTICLE III

arance of the Development; (iv) Cut down and remove dead trees; and (v) Keep the exterior of all improvements in such a state of repair or maintenance as to avoid their becoming unsightly.

ARTICLE III MEMBERSHIP AND YOTING RIGHTS Section 3.1. Membership. Every Owner of a Lot shall be a Member of the Association.

Membership shall be appurtenant to and may not be separated from ownership of any Lot.

- 13 Section 3.2 Classes of Membership. The Association shall have two (2) classes of Members consisting of Class A Members and the Class 15 Member (a) Class A Class A Members shall be all Owners of Lots with the exception of the Declarant. Except as otherwise provided herein or in the Articles of Incorporation, cach Owner shall be entitled to one vote for each Lo: owned. When more than one person is an Owner of a Lot, all such persons shall be Members. The vote for such Lot shall be exercised by the person whom the collective Members with respect to such LG may designate. In the event that a Membership stands of record in the names of at least two (2) persons or entities, then if one person or entity votes, the vote binds all persons. In no event shall such vote be split into fractional votes and in no event shall more than one vote be cast with respect to any Lot. Each vote cast with respect to a Lot shall presumptively be valid, but if such vote is questioned by any Member holding any interest in such Lot and if all such Members holding an interest in the Lot are not in agreement as to the validity of the vote for such Lot which is questioned, then such vote shall not be counted. In addition, the Association may reject a vote, consent, waiver or proxy appointment if there is a reasonable basis to doubt the validity of a signature or the signatory's authority.

(b)

t be counted. In addition, the Association may reject a vote, consent, waiver or proxy appointment if there is a reasonable basis to doubt the validity of a signature or the signatory's authority.

(b) Class B. The Declarant shall be the sole Class B Member. The Class B Member shall be entitled to four (4) votes per Lot that it owns for so long as it shall own any Lot or other real estate in the Development or until the Declarant's Class B membership is converted to a Class A membership if that occurs earlier. The Class B membership shall cease and be converted to a Class A membership on the happening of the first to occur of the following events: (1) When the Class B Member owns or is the contract purchaser of less than twenty-five percent (25%) of the Lots in the Development, (ii) or (iii) When the Class B Member voluntarily surrenders its Class B membership, Five (5) years after the first Lot is conveyed to an Owner in any portion of the Development.

Section 3.3 Board of Directors. Subsequent to the Control Transfer Date, the Board of Directors of the Association shall consist of one member of the Board of Directors of each Community Association as prescribed by the Association's By-Laws. The Board of Directors shall manage the affairs of the Association. The initial Board of Directors shall be appointed by Declarant and shall manage the affairs of the Association until the Control Transfer Date - 14 Section 3.4 Professional Management. No contract or agreement for professional management of the Association by Declarant nor any other contract between the Association and Declarant shall be for a term in excess of three (3) years. Any such agreement or contract shail provide for termination by either party with or without cause without any termination fee by

iation and Declarant shall be for a term in excess of three (3) years. Any such agreement or contract shail provide for termination by either party with or without cause without any termination fee by written notice of ninety (90) days or less.

Section 3.5. Responsibilities of the Association. The Association is hereby authorized to act and shall act on behalf of, and in the name, place, and stead of, the individual Owners in all matters pertaining to the maintenance, repair, and replacement of the Common Arcas, the determination of Common Expenses, the collection of annual assessments and Special Assessments, and the granting of any approvals whenever and to the extent called for by this Declaration for the common benefit of all such Owners. The Association shall also have the right, but not the obligation, to act on behalf of any Owner or Owners in seeking enforcement of the terms, covenants, conditions and restrictions contained in this Declaration. Neither the Association nor its officers or authorized agents shall have any liability whatsoever to any Owner for any action taken under color of authority of this Declaration or for any failure to take any action called for by this Declaration, unless such act or failure to act is in the nature of a willful or reckless disregard of the rights of the Owners or in the nature of willful, intentional, fraudulent, or reckless misconduct. The Association shall procure and maintain insurance in accordance with the provisions of Article V hereof. The Association may contract for such services as management, snow removal, security control, trash removal, and such other services as the Association deems necessary or advisable.

Section 3.6 Control and Transfer of Control of Association. Until the Control Transfer

emoval, security control, trash removal, and such other services as the Association deems necessary or advisable.

Section 3.6 Control and Transfer of Control of Association. Until the Control Transfer Date, the Board of Directors of the Association shall consist of persons appointed by Declarant.

ARTICLE IV MAINTENANCE Section 4.1. Maintenance.

(a) The Association shall maintain and keep in good repair the Common Area. The maintenance of the Common Area shall be deemed to include, but not be limited to, maintenance, repair, and replacement, subject to the insurance and casualty loss provisions contained herein, at the Association's sole cost and expense as Common Expense, of all trees, fences, shrubs, grass, Streets, Common Area parking spaces, bike paths, walks, Drainage System improvements, the accent or special effect lighting system, central signage for the Development including street signage and other improvements situated upon the Common Area, but shall specifically exclude Community Facilities. The Association shall repair or replace any street sign that has incurred substantial damage or has been destroyed or removed within ten (10) business days of notice of such damage, destruction or removal.

- 15 (b) The assessment for Common Expenses shall be separate and distinct from the assessment for the Community Assessments with the intention being that all Owners in the Development shall be assessed on a pro-rata oasis for the Common Exper ses associated with the Common Area while Owners in the different Communities will be assessed in addition thereto the Community Assessments which relate to the services and amenities associated with such Community as set forth in the Supplemental Declaration associated therewith Each Lot shall

in addition thereto the Community Assessments which relate to the services and amenities associated with such Community as set forth in the Supplemental Declaration associated therewith Each Lot shall be subject to a lien for Community Assessments to the same extent and in the same manner as such Lot is subject to a lien for assessments for Common Expenses as set forth herein.

(c) In the event that the Board of Directors of the Association determines that (i) any Owner has failed or refused to discharge properly his or her obligations with regard to the maintenance, repair, or replacement of items for which he or she is responsible hereunder or otherwise; or (ii) that the need for maintenance, repair, or replacement, which is the responsibility of the Association hereunder, is caused through the willful or negligent act of an Owner, his or her family, guests, lessees, or invitees, and is not covered or paid for by insurance, in whole or in part, then, in that event, the Association, except in the event of an emergency situation, shall give the Owner written notice of the Association's intent to provide such necessary maintenance, repair or replacement, at the Owner's sole cost and expense; the notice shall set forth with reasonable particularity the maintenance, repairs, or replacement required and shall advise the Owner to complete the same within three (3) days from the date of such notice; provided, however, that if the same is not capable of completion within the three (3) day period, such notice shall advise the Owner to immediately commence such work which shall be completed within a reasonable time. If any Owner does not comply with the provisions hereof, the Association may provide any such maintenance repair or res lacement at Owner's

such work which shall be completed within a reasonable time. If any Owner does not comply with the provisions hereof, the Association may provide any such maintenance repair or res lacement at Owner's sele cost and expense, and the cost shall be added to and become a part of the assessment to which such Owner is subject and shall become a lien against the Lot (3) The cost of snow removal and landscaping maintenance in excess of amounts budgeted therefor shall be paid by the Owners (on the same basis as assessments for Common Expenses are allocated to the Owners in accordance with Section 10.3 hereof) by a Special Assessment. In the event the Association enters into contracts for snow removal and landscaping maintenance while Declarant controls the Association, the Association shall indemnify and hold Declarant harmiess from all liability and obligations with respect thereto. This Section 4.1(d) is included herein in recognition of the fact that the costs of snow removal and landscaping maintenance for the Development may substantially exceed amounts budgeted therefor by the Association due to inordinate snow fall, an inordinate number of snow falls during any season, general weather conditions, agricultural conditions and amount of use. Nothing contained herein shall be construed to require that the Association provide snow removal service for the Development. In the event snow removal service is to be provided for the Development an amount therefor shall be included in the annual budget and collected as a Common Expense with the understanding that a Special Assessment may be necessary in the event the amount budgeted therefor is insufficient to defray the actual snow removal costs.

- 16 ARTICLE V INSURANCE Section 5.1. Insurance.

tanding that a Special Assessment may be necessary in the event the amount budgeted therefor is insufficient to defray the actual snow removal costs.

- 16 ARTICLE V INSURANCE Section 5.1. Insurance.

(a) The Association's Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain insurance for all insurable improvements on the Common Area against loss or damage by fire or other hazards, including extended coverage, vandalism, and malicious mischief. This insurance shall be in an amount sufficient to cover the full replacement cost of any repair or reconstruction in the event of damage or destruction from any such hazard, (b) The Board shall also obtain a public liability policy covering the Common Area, the Association, and its Members for all damage or injury caused by the negligence of the Association or any of its Members or agents. The public liability policy shall have at least a Five Hundred Thousand Dollar ($500,000) single person limit as respects bodily injury and property damage, a One Million Dollar ($1,000,000) limit per occurrence, and a Two Hundred Fifty Thousand Dollar ($250,000) minimum property damage limit. Premiums for all insurance on the Common Area shall be Common Expenses of the Association. The policy may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost.

(c) All such insurance coverage obtained by the Board of Directors shall be written in the name of the Association as Trustee for the respective benefited parties, as further identified below. Such insurance shall be governed by the provisions hereinafter set forth:

shall be written in the name of the Association as Trustee for the respective benefited parties, as further identified below. Such insurance shall be governed by the provisions hereinafter set forth: (i) All policies shall be written with a company licensed to do business in Indiana and holding a rating of XI or better in the Financial Category as established by A.M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating.

(ii) All policies on the Common Area shall be for the benefit of the Lot Owners and their mortgagees as their interests may appear.

(iii) Exclusive authority to adjust losses under policies in force on the Development obtained by the Association shall be vested in the Association's Board of Directors; provided, however, no mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto.

(iv) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their mortgagees.

-17(v) All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Marion County area.

(vi) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (1) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners, and their respective

ce policies that will provide for the following: (1) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners, and their respective tenants, servants, agents, and guests; (2) a waiver by the insurer of its rights to repair, and reconstruct, instead of paying cash; (3) that no policy may be cancelled, invalidated, or suspended on account of any one or more individual Owners; (4) that no policy may be cancelled, invalidated, or suspended on account of the conduct of any director, officer, or employee of the Association or its duly authorized manager without prior demand in writing deuvered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its manager, any Owner, or mortgagee; (5) that any "other insurance" clause in any policy exclude individual Owners' policies from consideration; and (6) that no policy may be cancelled or substantially modified without at least thirty (30) days' prior written notice to the Association.

(d) In addition to the other insurance required by this Section, the Board shall obtain, as a Common Expense, worker's compensation insurance, if and to the extent necessary, and a fidelity bond or bonds on directors, officers, employees, and other persons handling or responsible for the Association's funds. The amount of fidelity coverage shall be determined in the Board's best business judgment, but may not be less than three (3) months' assessments plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and may not be cancelled or substantially modified

ths' assessments plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and may not be cancelled or substantially modified without at least thirty (30) days' prior written notice to the Association.

- 18 Section 5.2 Individual Insurance. By virtue of taking title to a Lot subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that such Owner shall carry blanket all-risk casualty insurance on such Owner's Lot and structures constructed thereon. Each individual Owner further covenants and agrees that in the event of a partial loss or damage and destruction resulting in less than total destruction, the individual Owner shall proceed promptly to repair or to reconstruct the damaged structure in a manner consistent with the original construction. In the event that the structure is totally destroyed and the individual Owner determines not to rebuild or to reconstruct, the individual Owner shall clear the Lot of all debris and return it to substantially the natural state in which it existed prior to the beginning of construction. The Association may impose more stringent requirements regarding the standards for rebuilding or reconstructing structures on the Lot and the standard for returning the Lot to its natural state in the event the Owner decides not to rebuild or reconstruct Section 5.3 Disbursement of Proceeds. Proceeds of insurance policies written in the name of the Association shall be disbursed as follows: (a) If the damage or destruction for which the proceeds are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall

bursed as follows: (a) If the damage or destruction for which the proceeds are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided. Any proceeds remaining after defraying such costs of repairs or reconstruction to the Common Area or, in the event no repair or reconstruction is made, after making such settlement as is necessary and appropriate with the affected Owner or Owners and their mortgagee(s) as their interests may appear, shall be retained by and for the benefit of the Association and placed in a capital improvements account. This is a covenant for the benefit of any mortgagee of a Lot and may be enforced by such mortgagee.

(b) If it is determined that the damage or destruction to the Common Area for which the proceeds are paid shall not be repaired or reconstructed, such proceeds shall be disbursed in the manner as provided for excess proceeds in Section 5.3(a).

Section 5.4. Damage and Destruction.

(a) Immediately after the damage er destruction by fire or other casualty to all or any part of the Development covered by insurance written in the name of the Association, the Board of Directors, or its duly authorized agent, shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed portions of the Development. Repair or reconstruction, as used in this paragraph means repairing or restoring the Development to substantially the same condition in which it existed prior to the fire or other casualty.

(b) Any damage or destruction to the Common Area shall be repaired or reconstructed

storing the Development to substantially the same condition in which it existed prior to the fire or other casualty.

(b) Any damage or destruction to the Common Area shall be repaired or reconstructed unless the Class B Member and at least seventy-five percent (75%) of the Eligible Votes shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason - 19 the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) days. No mortgagee shall have the right to participate in the determination of whether the Common Area damage or destruction shall be repaired or reconstructed.

(c) In the event that it should be determined by the Association in the manner described above that the damage or destruction of the Common Area shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the damaged portion of the Development shall be restored to its natural state and maintained as an undeveloped portion of the Common Area by the Association in a neat and attractive condition.

Section 5.5. Repair and Reconstruction. If the damage or destruction for which the insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall use general funds or seek a special assessment as permitted in Section 10.4.

ARTICLE VI NO PARTITION

cted, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall use general funds or seek a special assessment as permitted in Section 10.4.

ARTICLE VI NO PARTITION Section 6.1 No Partition. Except as is permitted in this Declaration or any Supplemental Declaration, there shall be no physical partition of the Common Area or Community Facilition or any part thereof, nor shail any person acquiring any interest in the Development or any part thereof seek any such judicial partition until the happening of the conditions set forth in Section 5.3 in the case of damage or destruction, or unless the applicable portions of the Development have been removed from the provisions of this Declaration. This Article shall not be construed to prohibit the Board of Directors from acquiring and disposing of tangible personal property nor from acquiring title to real property which may or may not be subject to this Declaration ARTICLE VII CONDEMNATION Section 7.1. Condemnation.

(a) Whenever all or any part of the Common Area or Community Facilities shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of all Owners) by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof. The award made for such taking shall be payable to the Association or appropriate Community Association (in the case of Community - 20 Facilities) as Trustee for all Owners (or Owners in the appropriate Community in case of Community Facilities), to be disbursed as set forth in Section 7.1(b) hereof (b) If the taking involves a portion of the Common Area or Community Facilities on

in the appropriate Community in case of Community Facilities), to be disbursed as set forth in Section 7.1(b) hereof (b) If the taking involves a portion of the Common Area or Community Facilities on which improvements have been constructed, then, unless within sixty (60) days after such taking the Class B Member and seventy-five (75%) per cent of the Eligible Votes shall otherwise agree, uthe Association or appropriate Community Association shall restore or replace such improvements so taken on the remaining land included in the Common Area or Community Facilities to the extent lands are available therefor, in accordance with plans approved by the Board of Directors of the Association or appropriate Community Association. If such improvements are to be repaired or restored, the above provisions in Article V hereof regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply. If the taking does not involve any improvements on the Common Area or Community Facilities, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association or appropriate Community Association and used for such purposes as the Board of Directors of the Association or appropriate Community Association shall determine.

ARTICLE VIII ANNEXATION OF ADDITIONAL PROPERTY Section 8.1 Annexation without Approval of Owners.

(a) As the owner thereof, or if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option, from time to time at any time, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any

of, Declarant shall have the unilateral right, privilege, and option, from time to time at any time, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any portion of the real property described in Exhibit "B" or Exhibit "C", attached hereto and by reference made a part hereof, and any other real estate adjacent thereto or to the Development as the same exists Com time to time whether in fee simple or leasehold, by filing in the Recorder's Office of Marion County, Indiana, an amendment or Supplemental Declaration annexing such preperty. Such Supplemental Declaration or amendment to this Declaration shall not require the vote or approval of any Owners. Any such annexation shall be effective upon the filing for record of such Supplemental Declaration unless otherwise provided therein.

(b) Declarant shall have the unilateral right to transfer to any other person the said right, privilege, and option to annex additional property which is herein reserved to Declarant, provided that such transferee or assignee shall be the developer of at least a portion of said real property to be so annexed and that such transfer is memorialized in a written, recorded instrument.

- 21 (c) The rights reserved unto Declarant to subject Additional Land to the Declaration shall not be implied or construed so as to impose any obligation upon Declarant to subject any of such Additional Land to this Declaration or to the jurisdiction of the Association nor any obligation, if subjected, to build housing of the same type, design, or materials. If such Additional Land is not subjected to this Declaration, Declarant's reserved rights shall not impose any obligation on Declarant to impose covenants and restrictions similar to those contained

. If such Additional Land is not subjected to this Declaration, Declarant's reserved rights shall not impose any obligation on Declarant to impose covenants and restrictions similar to those contained herein upon such Additional Land, nor shall such rights in any manner limit or restrict the use to which such Additional Land may be put by Declarant or any subsequent owner thereof, whether such uses are consistent with the covenants and restrictions imposed hereby or not, Section 8.2. Acquisition of Additional Common Area. Declarant may convey to the Association additional real estate, improved or unimproved, which upon conveyance or dedication shall be accepted by the Association and thereafter shall be maintained by the Association as a Common Expense for the benefit of all Owners.

Section 8.3 Amendment. This Article shall not be amended without the written consent of Declarant, so long as the Declarant owns any property described in Exhibit "A" or Exhibit "B" attached hereto.

Section 8.4 Individual Homes. Notwithstanding the foregoing, the owners of the two (2) homes currently located on the Exhibit C property shall be entitled to become members of the Association and enjoy the benefits of the amenities and common areas thereof, without the necessity of the Exhibit C property being annexed, provided that the owners of said homes shall pay the dues and fees assessed by the Association on a similar basis with all other Owners.

ARTICLE IX RIGHTS AND OBLIGATIONS OF THE ASSOCIATION Section 9.1 Common Area. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Area and all improvements thereon (including furnishings and equipment related

of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Area and all improvements thereon (including furnishings and equipment related thereto, if any), and shall keep it in good, clean, attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions of this Declaration and the Bylaws.

Section 9.2. Services. The Association may obtain and pay for the services of any person or entity to manage its affairs or any part thereof, to the extent it deems advisable, as well as such other personnel as the Association shall determine to be necessary or desirable for the proper operation of the Development, whether such personnel are furnished or employed directly by the Association or by any person or entity with whom or with which it contracts.

The Association may obtain and pay for legal and accounting services necessary or desirable in connection with the operation of the Development or the enforcement of this Declaration. The Association may, but shall not be required to, arrange as an Association expense with third - 22 parties to furnish water. trash collection, sewer service, snow removal, security, lawn and landscaping service and other common services to each Lot.

Section 9.3. Personal Property and Real Property for Common Use. The Association, through action of its Board of Directors, may acquire, hold and dispose of tangible and intangible personal property and real property. The Board, acting on behalf of the Association, shall accept any real or personal property, leasehold, or other property interests located within the properties described in Exhibit "A" or Exhibit "B" attached hereto or hereafter annexed into the Development and conveyed to it by the Declarant.

sehold, or other property interests located within the properties described in Exhibit "A" or Exhibit "B" attached hereto or hereafter annexed into the Development and conveyed to it by the Declarant.

Section 9.4 Implied Rights. The Association may exercise any other right or privilege given to it expressly by this Declaration, the Articles of Incorporation or the Bylaws, and every other right or privilege reasonably to be implied for the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege.

Section 9.5 Self-Help. In addition to any other remedies provided for herein, the Association or its duly authorized agent shall have the power to enter upon a Lot or any portion of the Common Area or Community Facilities to abate or remove, using such force as may be reasonably necessary, any erection, thing or condition which violates this Declaration, the Bylaws, the rules and regulations, or the use restrictions. Unless an emergency situation exists.

the Board shall give the violating Owner five (5) days' written notice of its intent to exercise self-help. All costs of self-help, including reasonable attorney's fees and paraprofessional fees actually incurred shall be assessed against the violating Owner and shall be collected as provided for herein for the collection of assessments.

Section 2.6. Right of Entry. The Association shall have the right, in addition to and not in limitation of all the rights it may have, to enter into structures and upon Lots for emergency, security, or safety purposes, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all police officers, firefighters, ambulance

r emergency, security, or safety purposes, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all police officers, firefighters, ambulance personnel, and similar emergency personnel in the performance of their respective duties.

Except in an emergency situation, entry shall only be during reasonable hours and after reasonable notice to the Owner or occupant of the Lot.

ARTICLE X ASSESSMENTS Section 10.1. Purpose of Assessment. The assessments for Common Expenses provided for herein shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of Lots, including the maintenance of real and personal property, all as may be more specifically authorized from time to time by the Board of Directors. Community Assessments shall be used for the general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Owners and occupants of Lots within a given Community, as will be more specifically - 23 described in the Supplemental Declaration dealing with such Community The word "assessments" as used herein shall mean all assessments referred to herein for Common Expenses including Special Assessments Section 10.2. Creation of Assessments.

(a) There are hereby created assessments for Common Expenses as may be from time to time specifically authorized by the Board of Directors. Assessments for Common Expenses shall be allocated among all Owners within the Association as described in Section 10.3 hereof and shall be for expenses determined by the Board to be for the benefit of the Association as a whole. Community Assessments shall be levied against Lots in a particular Community in those

10.3 hereof and shall be for expenses determined by the Board to be for the benefit of the Association as a whole. Community Assessments shall be levied against Lots in a particular Community in those circumstances where services are provided pursuant to a Supplemental Declaration which benefit less than the Association as a whole. Community Assessments shall be in such amounts and for such purposes permitted as set forth in the Supplemental Declaration relating to the applicable Community. Each Owner, by acceptance of his or her deed, is deemed to covenant and agree to pay all assessments and Community Assessments created or referenced herein. All such assessments and Community Assessments, together with interest, not to exceed the maximum legal rate, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees and paraprofessional fees actually incurred, and any other amounts provided or permitted by law shall be a charge on the land and shall be a continuing lien upon the Lot against which each assessment and Community Assessment is made (b) Each such assessment, together with interest, costs, and reasonable attorney's fees and paraprofessional fees, shall also be the personal obligation of the person who was the Owner of such lot at the time the abacisment arose, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance, except no first mortgagee who obtains title to a Lot pursuant to the remedies provided in the Mortgage shall be liable for unpaid assessments which accrued prior to such acquisition of title Assessments shall be paid in such manner and on such dates as may be fixed by the Board of

vided in the Mortgage shall be liable for unpaid assessments which accrued prior to such acquisition of title Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, monthly, quarterly, semi-annually or annually and acceleration of the annual assessment for delinquents. Unless the Board otherwise provides.

all assessments shall be paid annually Section 10.3 Computation of Assessinent(a) It shall be the duty of the Board, at least sixty (60) days before the beginning of the fiscal year and thirty (30) days prior to the meeting at which the budget shall be presented to the Membership, to prepare a budget covering the estimated costs of operating the Association during the coming year. The budget shall include a capital contribution establishing a reserve fund in accordance with a capital budget separately prepared and shall list Common Expenses.

Each Owner of any Lot in the Development hereby covenants and agrees to pay to the Association its allocated share (the "Allocated Share") of the annual assessments for Common Expenses for the Development, as fixed, established and determined from time to time as herein provided. The Allocated Share of each Owner in the Development shall be determined by the - 24Declarant and shall be based upon a combination of the following factors: (i) the projected number of Lots in the Development; (ii) the actual or projected purchase price and/or value of each Lot and any residence thereon; (iii) the square footage of each Lot; (iv) the percentage of the Common Area located within and utilized by a particular Community; (v) the number of Lots owned by Owners other than the Declarant; and (vi) any other factor which the Declarant may

percentage of the Common Area located within and utilized by a particular Community; (v) the number of Lots owned by Owners other than the Declarant; and (vi) any other factor which the Declarant may determine, from time to time, is in the best interest of Declarant and the Development. The method by which the Declarant allocates the Common Expenses among Owners may be changed from time to time prior to the Control Transfer Date as changes occur in the six (6) factors set forth above. The method of computing each Owner's Allocated Share that is used by the Declarant on the Control Transfer Date shall be the method used by the Board subsequent to the Control Transfer Date unless a change in method is approved by two-thirds (2/3) of all Eligible Votes. In addition, each Owner covenants and agrees to pay to the Association his or her share of Community Assessments as more specifically set forth in the Supplemental Declarations dealing with the various Communities in the Development The Board shall cause a copy of the budget, the amount of the assessments to be levied against each Lot for the following year and a description of the method used in determining the assessments to be delivered to each Owner at least fifteen (15) days prior to the meeting. Each segment of the budget including, without limitation, the assessments for Common Expenses shall become effective unless disapproved at the meeting by a vote of at least two-thirds (2/3) of a Quorum of the Members.

(b) Notwithstanding the foregoing, however, in the event that (i) the proposed budget or the assessments for Common Expenses are disapproved in accordance with 10.3(a), or (ii) the Board fails for any reason so to determine the budget for the succeeding year, then and until

osed budget or the assessments for Common Expenses are disapproved in accordance with 10.3(a), or (ii) the Board fails for any reason so to determine the budget for the succeeding year, then and until such time as a budget (or such portion thereof or assessments as shall have been disapproved in accordance with the foregoing) shall have been determined as provided herein, the budget (or applicable portion thereaf def or assessments) in effect for the then current year shall continue for the succeeding year.

(c) In the event that the amounts actually expended by the Association for Common Expenses in any fiscal year exceed the amounts budgeted and assessed for Common Expenses for that fiscal year, the amount of such deficit shall be carried over and become an additional basis for assessments for the following fiscal year, except that so long as the Declarant controls the Association, and subject to Declarant's rights to impose Special Assessments as described in Section 4.1(d) hereof, Declarant may, but shall be under no obligation, to fund such deficit; provided, however, that Declarant shall ce reimbursed by the Association for any deficits so funded, together with interest at ten percent (10%) per annum until so reimbursed, from available surpluses in later years or through Special Assessments. Thereafter, such deficit may be recouped either by inclusion in the budget for annual assessments or by the making of one or more Special Assessments for such purpose, at the option of the Association. In the event that the amounts budgeted and assessed for Common Expenses in any fiscal year exceed the amount actually expended by the Association for Common Expenses for that fiscal year, an

ociation. In the event that the amounts budgeted and assessed for Common Expenses in any fiscal year exceed the amount actually expended by the Association for Common Expenses for that fiscal year, an allocable share of such excess (based on the amounts originally levied as assessments) shall be a credit against the assessments due from each Owner for the next fiscal year(s); provided, that - 25.

Declarant shall first be reimbursed for deficits previously paid, with interest, as required above before such excess shall be so credited to Owners.

(8) During the first year following the date of recordation of this Declaration, the total assessments per Lot per year for Common Expenses shall not exceed $300.00 Section 10.4 Special Assessments. In addition to the other assessments authorized herein, the Association may levy Special Assessments in any year. So long as the total amount of Special Assessments allocable to each Lot does not exceed $50 in any one fiscal year, the Board may impose the Special Assessment. Any Special Assessment which would cause the amount of Special Assessments allocable to any Lot to exceed this limitation shall be effective only if approved by two-thirds (2/3) of a Quorum of the Members. Special Assessments shall be paid as determined by the Board, and the Board may permit Special Assessments to be paid in installments extending beyond the fiscal year in which the Special Assessment is imposed.

The dollar and percentage limitations contained in this Section 10.4 shall not apply to assessments levied pursuant to Section 4.1(3) hereof, and the total of Special Assessments hereunder shall be calculated without inclusion of any assessments levied pursuant to Section 4.1(d) hereof.

Section 10.5 Lien for Assessments

ction 4.1(3) hereof, and the total of Special Assessments hereunder shall be calculated without inclusion of any assessments levied pursuant to Section 4.1(d) hereof.

Section 10.5 Lien for Assessments (a) All sums assessed against any Lot pursuant to this Declaration (excluding Community Assessments), together with late charges, interest, costs, and reasonable attorney's fees and paraprofessional fees actually incurred, as provided herein, shall be secured by a lien on such Lot in favor of the Association. Such lien shall be superior to all other liens and encumbrances on such Lot, except for (i) liens of ad valorem taxes; or (ii) liens for all sums unpaid on a first Mortgage or on any Mortgage to Declarsot duly recorded in the land records of Marion County, Indiana, and all amounts advanced pursuant to such Mortgage and secured thereby in accordance with the terms of such instrument.

(b) All other persons acquiring liens or encumbrances on any Lot after this Declaration shall have been recorded in such records shall be deemed to consent that such licns or encumbrances shall be inferior to future liens for assessments, as provided herein, whether or not prior consent is specifically set forth in the instruments creating such liens or encumbrances.

Section 10.6. Effect of Nonpayment of Assessments: Remedies of the Association.

(a) Any assessments which are not paid when due shall be delinquent. Any assessment delinquent for a period of more than ten (10) days shall incur a late charge in an amount as the Board may from time to time determine. The Association shall cause a notice of delinquency to be given to any Member who has not paid within ten (10) days following the due date. If the assessment is not paid within thirty (30) days, a lien, as herein provided, shall

a notice of delinquency to be given to any Member who has not paid within ten (10) days following the due date. If the assessment is not paid within thirty (30) days, a lien, as herein provided, shall attach and, in addition, the lien shall include the late charge, interest, not to exceed the - 26 maximum legal rate, on the principal amount due, and all late charges from the date first due and payable, all costs of collection, reasonable attorney's fees and paraprofessional fees actually incurred, and any other amounts provided or permitted by law. In the event that the assessment remains unpaid after sixty (60) days, the Association may, as the Board shall determine, institute suit to collect such amounts and to foreclose its lien Each Owner, by acceptance of a deed or as a party to any other type of a conveyance, vests in the Association or its agents the right and power to bring all actions against him or her, personally, for the collection of such charges as a debt or to foreclose the aforesaid lien in the same manner as other liens for the improvement of real property. The lien provided for in this Article shall be in favor of the Association and shall be for the benefit of all other Owners. The Association, acting on behalf of the Owners.

shall have the power to bid on the Lot at any foreclosure sale or to acquire, hold, lease, mortgage, or convey the Lot No Owner may waive or otherwise except liability for the assessments provided for herein, including, by way of illustration, but not limitation, abandonment of the Lot.

(b) All payments shall be applied first to costs and attorney's and paraprofessional fees, then to late charges, then to interest, then to delinquent assessments, then to any unpaid

onment of the Lot.

(b) All payments shall be applied first to costs and attorney's and paraprofessional fees, then to late charges, then to interest, then to delinquent assessments, then to any unpaid installments of the annual assessment or special assessments which are not the subject matter of suit in the order of their coming due, and then to any unpaid installments of the annual assessment or special assessments which are the subject matter of suit in the order of their coming due.

Section 10.7. Capital Budget and Contribution. The Board of Directors shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost for the Common Area. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association as shown on the capital budget, with respect to both amount and timing by annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and assessment for Common Expenses as provided in Section 10.3. A copy of the capital budget shall be distributed to each Member in the same manner as the operating budget.

Section 10.8 Subordination of the Lien to First Deeds of Trust and First Mortgages.

The lien of the assessments, including interest, late charges, costs (including attorneys' fees and paraprofessional fees) provided for herein, shall be subordinate to the lien of any first Mortgage upon any Lot. The sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to judicial or nonjudicial foreclosure of a first Mortgage

ortgage upon any Lot. The sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to judicial or nonjudicial foreclosure of a first Mortgage shall extinguish the lien of such assessments as to payments which become due prior to such sale or transfer (subject to the right of the Association to payment out of available foreclosure sale proceeds). No sale or transfer shall relieve such Lot from lien rights for any assessments thereafter becoming due. Where the mortgagee of a first Mortgage of record or other purchaser of a Lot obtains title, his or her successors and assigns shall not be liable for the share of the Common Expenses by the Association chargeable to such Lot which became due prior to the acquisition of title to such Lot oy such acquirer. Such unpaid share of Common Expenses shall -27be deemed to be Common Expenses collectible from all the I ots, including such acquirer, his or her successors and assigns Section 10.9 Capitalization of Association. Upon acquisition of record title to a Lot from Declarant, each Owner shall contribute to the capital of the Association an amount equal to twenty-five percent (25%) of the amount of the annual general assessment for Common Expenses. All such amounts shall be set aside as capital replacement/working capital reserve, and shall not be utilized by Declarant or the Association until after the Control Transfer Date.

Section 10.10. Date of Commencement of Annual Assessments. The annual assessments provided for herein shall commence as to a particular Lot on the first day of the month following the conveyance of such Lot by the Declarant to an Owner (who is not a commercial builder),

assessments provided for herein shall commence as to a particular Lot on the first day of the month following the conveyance of such Lot by the Declarant to an Owner (who is not a commercial builder), or by an Owner who is a commercial builder to an Owner who is an end-user and shall be due and payable in a manner and on a schedule as the Board of Directors may provide. The first annual assessment shall be adjusted according to the number of months then remaining in that fiscal year. The date any Lot becomes subject to assessment hereunder shall be the date on which such Lot is transferred by Declarant to an Owner; provided, however, that Declarant may, in its sole and absolute discretion delay the starting date for assessments for as long as Declarant shall deem appropriate in its sole and absolute discretion but assessments shall in all events be payable commencing on the first day of the first month following the date the Lot is occupied for the residential purposes or is suitable for such occupancy as evidenced, for example, by the appropriate official of Marion County, Indiana, or an architect issuing a certificate of occupancy or its equivalent stating that the residential structure on such Lot is substantially complete and available for occupancy.

Section 10.11. Assessments by Declarant.

(a) Declarant covenants and agrees to pay the full amount of the annual assessment for each Lot occupied for residential purposes that it owns; notwithstanding anything contained herein to the contrary, the Declarant shall not be required to pay any assessments for any Lots not occupied for residential purposes (other than completed vacant apartment units held for rental in the ordinary course of business) that it owns, including but not limited to model homes.

any Lots not occupied for residential purposes (other than completed vacant apartment units held for rental in the ordinary course of business) that it owns, including but not limited to model homes.

(b) Notwithstanding anything to the contrary herein, the Declarant may contribute assessments due from it in services, or materials or a combination of services and materials, rather than in money (herein collectively called in-kind contribution). The amount by which monetary assessments shall be decreased as a result of any in-kind contribution shall be the fair market value of the contribution. If the Declarant and the Association agree as to the value of any contribution, the value shall be as agreed. If the Association and the Declarant cannot agree as to the value of any contribution, the Declarant shall supply the Association with a detailed explanation of the service performed and material furnished, and the Association shall acquire bids for performing like services and furnishing like materials from three (3) independent contractors approved by the Declarant who are in the business of providing such services and materials. If the Association and the Declarant are still unable to agree on the value of the - 28 contribution. the value shall be deemed to be the average of the bids received from the independent contractors ARTICLE XI ARCHITECTURAL STANDARDS Section 11.1. Architectural Standards Jurisdiction. The Board of Directors shall have the authority and standing, on behalf of the Association, to enforce in courts of competent jurisdiction decisions of the Development Control Committee established herein. The DCC shall have the right to unilaterally promulgate, modify, and amend at any time and from time to time,

competent jurisdiction decisions of the Development Control Committee established herein. The DCC shall have the right to unilaterally promulgate, modify, and amend at any time and from time to time, on behalf of the Board of Directors and the Association, architectural, development and site planning guidelines and standards which shall be binding on all Owners of Lots within a Community or within the Development in its entirety, as determined in the reasonable discretion of the DCC. Such guidelines and standards will include requirements and restrictions regarding drainage, landscaping, tree removal, sidewalks, etc., as well as the construction of improvements. Such guidelines and standards and amendments thereto may be recorded in the Office of the Recorder of Marion County, Indiana, by the Declarant until the Control Transfer Date and subsequent thereto by the Association. Compliance with these guidelines and standards shall not relieve Owners of their obligation to comply with any and all applicable zoning ordinances, restrictions, development statements, or any other similar requirement.

No construction, which term shall include within its definition staking, clearing, excavation, grading, and other site work, and no planting or removal of plants, trees, or shrubs, fences, walls or other structures shall take place except in strict compliance with this Article.

unul the requirements thereof have been fully met, and until the approval of the DCC has been obtained.

Section 11,2. New Construction. The DCC shall have exclusive jurisdiction over all original construction on any portion of the Development. The DCC shall prepare and, on behalf of the Board of Directors, shall promulgate design guidelines and application procedures. The

ion over all original construction on any portion of the Development. The DCC shall prepare and, on behalf of the Board of Directors, shall promulgate design guidelines and application procedures. The standards and procedures shall be those of the Association, and the DCC shall have sole and full authority to prepare and to amend the standards and procedures. It shall make both available to Owners, builders, and developers who seek to engage in development of or construction upon all or any portion of the Develop, ment and who shall conduct their operations strictly in accordance therewith. Until all the real estate included in the Development has been conveyed by Declarant to purchasers in the normal course of development and sale, the Declarant retains the right to appoint all members of the DCC, which shall consist of at least three (3), but no more than five (5), persons. There shall be no surrender of this right prior to that time, except in a written instrument in recordable form executed by Declarant. Upon the expiration of such right, the Board of Directors shall appoint the members of the DCC.

Section 11.3. Modifications. The DCC shall have exclusive jurisdiction over modifications, additions, or alterations made on or to existing Lots or structures thereon and the -29open space, if any, appurtenant thereto; provided, however, the DCC may delegate this authority to the appropriate board or committee of any residential association subsequently created or subsequently subjected to this Declaration so long as the DCC has determined that such board or committee has in force review and enforcement practices, procedures and appropriate standards at least equal to those of the DCC. Such delegation may be revoked and jurisdiction

ned that such board or committee has in force review and enforcement practices, procedures and appropriate standards at least equal to those of the DCC. Such delegation may be revoked and jurisdiction reassumed at any time by written notice. No permission or approval shall be required to repaint in accordance with an originally approved color scheme, or to rebuild in accordance with originally approved plans and specifications. Nothing contained herein shall be construed to limit the right of an Owner to remodel the interior of his or her residence, or to paint the interior of his or her residence any color desired.

Section 11.4 Procedures for Approval. As to Builders, each such Builder shall submit two (2) complete sets of plans and specifications (meeting the requirements set forth below) for each model of home to be built by Builder in the Development to the DCC for approval. Once a model has been approved, approval is not necessary for any home that is built in compliance with the plans and specifications for such model. For any other construction, approvals required by this Article shall be obtained only after written application has been made to the DCC by the Owner of the Lot requesting authorization (or such Owner's duly authorized representative).

Such written application shall be in the manner and form prescribed from time to time by the DCC and shall be accompanied by two (2) complete sets of plans and specifications for any such proposed construction, improvement or modification. Such plans shall include plot plans showing the location of all improvement existing upon the Lot and the location of the improvements proposed to be constructed or placed upon the Lot, each properly and clearly

shall include plot plans showing the location of all improvement existing upon the Lot and the location of the improvements proposed to be constructed or placed upon the Lot, each properly and clearly designated, if applicable. Such plans and specifications shall set forth the color and composition of all exterior materials proposed to be used and any proposed landscaping, together with any other material or information which the DCC may require. All plans and drawings required to be subtaitted to the DCC shall be drawn to such scale as the DCC may require. There shall also be submitted, where applicable, the permits or plat plans which shall be prepared by either a registered land surveyor, engineer or architect. Plat plans submitted for improvement location permit shall bear the stamp or signature of the DCC acknowledging the approval thereof.

Section 11.5 Power of Disapproval. The DCC may refuse to grant approvals required under this Article when: (a) The plans, specifications, drawings or other materials submitted are themselves inadequate or incomplete, or show the proposed improvements to be in violation of these restrictions or the requirements of the applicable Supplemental Declaration; (b) The design or color scheme of a proposed repainting, modification or improvement is not in harmony with the general surroundings of the Lot, with adjacent buildings or structures, or with general standards for such Community, all as determined in the sole discretion of the DCC; or - 30 (c) The proposed improvement construction or modification, or any part thereof, would be contrary to the interests, welfare or rights of all or any part of the other Owners, all as determined in the sole discretion and opinion of the DCC.

ion or modification, or any part thereof, would be contrary to the interests, welfare or rights of all or any part of the other Owners, all as determined in the sole discretion and opinion of the DCC.

Section 11.6. Liability of Committee. Neither the DCC nor any agent thereof, nor Declarant, shall be responsible in any way for any defects in any plans, specifications or other material submitted to it, nor for any defects in any work done according thereto, nor for any damages associated with their approval or disapproval of any matters subject to this Article.

Section 11.7. Inspection. The DCC or its duly authorized agents may inspect work being performed with their permission to assure compliance herewith, the requirements of the applicable Supplemental Declaration and any applicable regulations of the Association, and an easement for such inspection is hereby reserved over and upon each and every Lot in the Development.

Section 11,8 Declarant Improvements. The DCC shall have no powers with respect to any construction, improvements or modifications undertaken by the Declarant (or any assignee of Declarant if the Declarant has approved the plans therefor) or any improvements approved by Declarant at any time Section 11.9 Remedies for Failure to Obtain Approval. In the event any construction or modifications are made without first obtaining approval of the DCC as required herein or any construction is being performed other than in accordance with DCC approved plans and architectural guidelines and standards, the Declarant, the Association and the DCC shall have the powers of enforcement granted to the Association generally for purposes of this Declaration and may require any modifications, construction, changes or improvements undertaken or

he DCC shall have the powers of enforcement granted to the Association generally for purposes of this Declaration and may require any modifications, construction, changes or improvements undertaken or installed without or contrary to the approval of the DCC and such architectural guidelines and standards to be removed or renovated by whatever means the Declarant, the Association and/or DCC deem appropriate, with the costs thereof, including costs of collection and attorneys fees and paraprofessional fees to become a lien against the defaulting Owner's Lot in the manner described in Section 10.5 hereof.

ARTICLE XII MORTGAGEE RIGHTS Section 12.1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage, who provides written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Lot number) (therefore becoming an Eligible Mortgage Holder), will, upon payment of the reasonable expense of the Association associated therewith, be entitled to timely written notice of: (a) any proposed termination of the Association; - 31 (b) condemnation, damage or destruction to the Development or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Mortgage Holder; (c) any delinquency in the payment of assessments or charges owed by an Owner of a Lot subject to the Mortgage of such Eligible Mortgage Holder where such delinquency has continued for a period of sixty (60) days; (d) any lapse, cancellation, or material modification of any insurance policy or fidelity bond maintained by the Association; or Holders (c) any proposed action which would require the consent of Eligible Mortgage ARTICLE XIII GENERAL PROVISIONS

fication of any insurance policy or fidelity bond maintained by the Association; or Holders (c) any proposed action which would require the consent of Eligible Mortgage ARTICLE XIII GENERAL PROVISIONS Section 13.1. Duration. The provisions of this Declaration shall run with and bind the land and shall be and remain in effect perpetually to the extent permitted by law; provided, however, so long as Indiana law limits the period during which covenants restricting lands to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind the land so long as permitted by such law, and such provisions may be renewed or extended, in whole or in part, beyond the initial period permitted by such law, for successive periods not to exceed the period permitted by such law, provided such renewal or extension is approved by at least two-thirds (2/3) of all Eligible Votes. Further, no such renewal or extension shall be effective unless there is filed for record in the Office of the Recorder of Marion County, Indiana, on or before the effective date thereof an instrument executed by the President and Secretary of the Association which shall state the terms of such renewal or extension and which shall contain a certification by such Secretary that such extension and renewal was duly approved by the Owners Every purchaser or grantee of any interest in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that such provisions of this Declaration may be extended and renewed as provided in this Section.

Section 12.2 Amendment.

(a) This Declaration may be amended unilaterally at any time and from time to time

such provisions of this Declaration may be extended and renewed as provided in this Section.

Section 12.2 Amendment.

(a) This Declaration may be amended unilaterally at any time and from time to time by Declarant (i) if such amendment is necessary to bring any provision hereof into compliance with any applicable governmental statute, rule, or regulation or judicial determination which shall be in conflict therewith; (ii) if such amendment is reasonably necessary to enable any reputable title insurance company to issue title insurance coverage with respect to the Lots subject to this Declaration; (iii) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal Housing Administration, the Federal National Mortgage Association or Federal Home Loan - 32Mortgage Corp. oration, to enable such lender or purchaser to make or purchase mortgage loans on the Lots subject to this Declaration; or (iv) if such amendment is necessary to enable any governmental agency or reputable private insurance company to insure mortgage loans on the Lots subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Owner's Lot unless any such Owner shall consent thereto in writing.

Further, so long as Declarant owns any property in the Development or capable of being annexed thereto, Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially adversely affect, in the opinion of Declarant. the substantive rights of any Owner or mortgagee hereunder (b) In addition to the above, this Declaration may be amended upon the affirmative

materially adversely affect, in the opinion of Declarant. the substantive rights of any Owner or mortgagee hereunder (b) In addition to the above, this Declaration may be amended upon the affirmative vote or written consent, or any combination thereof, of at least two-thirds (2/3) of the Eligible Votes and the consent of the Declarant, so long as Declarant has an unexpired option to subject property to this Declaration. Amendments to thi Declaration shall become effective upon recordation in the Marion County, Indiana, records, unless a later effective date is specified therein.

(c) Declarant hereby reserves the right to make such amendments to this Declaration as may be deemed necessary or appropriate by Declarant without the approval of any other person or entity, in order to bring this Declaration into compliance with the requirements of any public agency having jurisdiction thereof or of any agency guaranteeing, insuring, or approving Mortgages, so long as Declarant owns any Lots within the Development or to enable reasonable development of and construction on the Lots; provided that Declarant shall not be entitled to make any amendment which has a materially adverse effect on the rights of any mortgagee, nor which substantially impairs in the reasonable opinion of the Declarant, the benefits of this Declaration to any Owner or substantially increases the obligations imposed by this Declaration on any Owner. Declarant further reserves the right to make such amendments to this Declaration as may be deemed necessary or appropriate by Declarant without the approval of any other person or entity, which amendment shall be fully effective in accordance with its terms: (i) to cure any ambiguity, supply any omission, or cure or correct any defect

without the approval of any other person or entity, which amendment shall be fully effective in accordance with its terms: (i) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Declaration; or (ii) to insert such provisions clarifying matters or questions arising under this Declaration as are necessary or desirable and are not contrary to or inconsistent with this Declaration as theretofore in effect; or (iii) to amend or modify this Declaration in any manner which in the reasonable opinion of the Declarant does not adversely affect in any material respect the rights of any Mortgagee or Owner, nor which substantially impairs the benefits of this Declaration to any Owner or substantially increases the obligations imposed by this Declaration on any Owner.

-33.

Section 13.3 Indemnification The Association shall indemnify every officer and director against any and all expenses, including attorney's fees and paraprofessional fees.

reasonably incurred by or imposed upon any officer or director in connection with any action.

suit, or other proceeding (including settlement of any suit or proceeding if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer or director The officers and directors shall not be liable for any mistake of judgment.

1 egligent or otherwise. except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association).

ith respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association).

and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled The Association may, as a Common Expense, maintain adequate general liability and officers' and directors' lability insurance to fund this obligation, if such insurance is reasonably available.

Section 13,4 Easements for Utilities There is hereby reserved to the Association blanket easements upon, across, above, and under all property within the Development for access, ingress, egress, installation, repairing, replacing, and maintaining all utilities serving the Development or any portion thereof, including, but not limited to, gas, water, sanitary sewer, telephone, cable television, and electricity, as well as storm drainage and any other service such as, but not limited to, a master television antenna system, cable television system, or security system which the Association might decide to have installed to serve the Development. It shall be expressly permissible for the Association or its designee, as the case may be, to install, repair, replace, and maintain or to authorize the installation, repairing, replacing, and maintaining of such wires, conduits, cables, and other equipment related to the providing of any such utility or service Should any party furnishing any such utility or service request a specific

and maintaining of such wires, conduits, cables, and other equipment related to the providing of any such utility or service Should any party furnishing any such utility or service request a specific license or easement by separate recordable document, the Board shall have the right to grant such easement.

Section 135 Construction and Sale Notwithstanding any provisions contained in the Declaration to the contrary, so long as Declarant owns any Lots, it shall be expressly permissible for Declarant, free of any and all charges therefor, to maintain and carry on upon portions of the Common Area such facilities and activities as, in the sole opinion of Declarant, may be reasonably required, convenient, or incidental to the construction or sale of such residences, including, but not limited to, business offices, signs, model units, and sales offices, and the Declarant shall have an easement for access to such facilities. The right to maintain and carry on such facilities and activities shall include specifically the right to use residences owned by the Declarant as models and sales offices. This Section may not be amended without the express written consent of the Declarant; provided, however, the rights contained in this Section 1.3.5 shall terminate upon the earlier of (a) twenty-five (25) years from the date this Declaration is recorded or (b) upon the Declarant's recording a written statement that all sales activity has ceased.

- 34 Section 13.6 Gender and Grammar The singular, wherever used herein. shall be construed to mean the plural, when applicable, and the use of the masculine pronoun shall include the neuter and feminine.

Section 13.7. Severability. Whenever possible, each provision of this Declaration shall

to mean the plural, when applicable, and the use of the masculine pronoun shall include the neuter and feminine.

Section 13.7. Severability. Whenever possible, each provision of this Declaration shall be interpreted in such manner as to be effective and valid, but if the application of any provision of this Declaration to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision of the application of any provision which can be given effect without the invalid provision or application, and, to this end, the provisions of this Declaration are declared to be severaole. If any of the provisions hereof shall be held to be invalid or to be unenforceable or to lack the quality of running with the land, that holding shall be without effect upon the validity, enforceability or "running" quality of any other one of the provisions hereof.

Section 13.8 Captions. The captions of each Article and Section hereof, as to the contents of each Article and Section, are inserted only for convenience and are in no way to be construed as defining, limiting, extending, or otherwise modifying or adding to the particular Article or Section to which they refer Section 13.9 Perpetuities. If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now-living descendants of Elizabeth, Queen of England.

ARTICLE XIV ENFORCEMENT Section 14.1. In General. Any party to whose benefit the restrictions herein contained

death of the last survivor of the now-living descendants of Elizabeth, Queen of England.

ARTICLE XIV ENFORCEMENT Section 14.1. In General. Any party to whose benefit the restrictions herein contained nure, including Declarant and the Association, may proceed at law or in equity to prevent the occurrence or continuation of any violation of this Declaration at the sole cost and expense of the party violating this Declaration (which cost and expense shall become a lien on the violating Owner's Lot subject to foreclosure in the manner provided in Article X), but neither Declarant nor Association shall be liable for damages of any kind to any person for failing either to abide by, enforce or carry out any provision of this Declaration.

Section 14.2. Government Enforcement. The Department of Metropolitan Development of Marion County, Indiana, its successors and assigns, shall have no right, power, or authority.

to enforce any covenants, commitments, restrictions, or other limitations contained herein other than those covenants, commitments, restrictions, or limitations that expressly run in favor of the Department of Metropolitan Development of Marion County, Indiana.

Section 14.3. Delay or Failure to Enforce. No delay or failure on the part of any aggrieved party to invoke any available remedy with respect to a violation of any one or more - 35 of the provisions of this Declaration shall be held to be a waiver by that party (or an estoppel of that party to assert) any right available to him upon the occurrence. recurrence, or continuation of such violation or violations of this Declaration.

ARTICLE XV PRIVATE AMENITIES AND SERVICES Section 15.1 Private Amenities and Services. The Drainage System, Streets, and other

nce, or continuation of such violation or violations of this Declaration.

ARTICLE XV PRIVATE AMENITIES AND SERVICES Section 15.1 Private Amenities and Services. The Drainage System, Streets, and other elements comprising the Common Area shall be owned and maintained by the Association so long as this Declaration remains in force. In the event of any termination of this Declaration and/or liquidation, dissolution or winding up of the affairs of the Association, the Association shall, after paying or making provision for the payment of all the liabilities of the Association, distribute all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed by the Judge of the Circuit Court of Marion County, Ind ana, exclusively for such purposes or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purpose ARTICLE XVI LIMITATION ON DECLARANT'S LIABILITY Section 16,1. Limitation on Declarant's Liability. Notwithstanding anything to the contrary herein, it is expressly agreed, and each Owner, by accepting title to a Lot and becoming an Owner acknowledges and agrees that neither Declarant (including without limitation any assignee of the interest of Declarant hereunder) nor any director, officer or shareholder of Declarant (or any partner, officer, director or shareholder in any such assignee) shall have any personal liability to the Association, or any Owner, Member or other Person, arising under, in connection with, or resulting from (including without limitation resulting from action or failure

ave any personal liability to the Association, or any Owner, Member or other Person, arising under, in connection with, or resulting from (including without limitation resulting from action or failure to act with respect to) this Declaration or the Association. If any judgment is ever levied against Declarant (or its assignee), the same is hereby agreed to be limited to the extent of Declarant's (or such assignee's) interest in the Development; and, in the event of a judgment no execution or other action shall be sought or brought thereon against any other assets, nor be a lien upon any other assets of Declarant (or its assignee).

ARTICLE XVII ADDITIONAL EASEMENTS AND RESTRICTIONS Section 17.1. Easements. Lots are subject to perpetual non-exclusive drainage easements, utility casements, resident access casements, island casements, and landscape easements either separately or in combination, as shown on the Plats and Plans, which are reserved for the use of the Declarant, Association, Lot Owners, public utility companies and - 36 governmental agencies as follows and which are all subject to such rules and regulations as the Board may promulgate: (a) Drainage Easements (D) B) - Are created to provide paths and cours 's for area and local storm drainage, either overland or in adequate underground conduit, including stormwater retention or detention areas, to serve the needs of a Community or the Development and adjoining ground and/or public drainage systems; and it shall be the individual responsibility of the Owner to maintain the drainage across his own Lot. Under no circumstances shall said easement be blocked in any manner. Said areas are subject to construction or reconstruction to

esponsibility of the Owner to maintain the drainage across his own Lot. Under no circumstances shall said easement be blocked in any manner. Said areas are subject to construction or reconstruction to any extent necessary to obtain adequate drainage at any time by any governmental authority having jurisdiction over drainage or by Decla. int. No permanent structures shall be constructed within any such easement areas except as may be approved by Declarant.

(b) Utility Easements (UE) - Are created (i) for the use of the local governmental agency having jurisdiction over the sanitary waste disposal system of said city and/or county designated to serve a Community or the Development for the purposes of installation and maintenance of sewers that are part of said system, and (ii) for the use of public utility companies, not including transportation companies, for the installation of pipes, mains, ducts, communication lines (which shall include cable T.V.), and such other further public services the Declarant may deem necessary. Each Owner of a Lot must connect with any public sanitary sewer available. No permanent structures shall be constructed within any such easement areas except as may be approved by Declarant.

(c) Resident Access Easements (R.A.E.) Are created to provide either natural surface or hard surface paths, trails or walkways for the use of all Owners of Lots in the Development for their use in walking, strolling, jogging or running thereon. Under no circumstances shall said easements be blocked in any manner. No permanent structures shall be constructed within any such easement areas except as may be approved by Declarant.

" (d) Island Easements (I.E.) Are created to provide island areas in public and/or

. No permanent structures shall be constructed within any such easement areas except as may be approved by Declarant.

" (d) Island Easements (I.E.) Are created to provide island areas in public and/or private streets for the use of the Declarant and the Association in landscaping and maintaining said landscaping to enhance the overall appearance, value and desirability of the Development.

It shall be the responsibility of the Association to maintain such easement areas. Under no circumstances shall the easement be blocked in any manner. No permanent structures shall be constructed within any such casement areas except as may be approved by Declarant. These easement areas shall be subject to all rules and regulations of the Indianapolis Department of Transportation and any other municipal or other applicable governmental office or agency.

(c) Landscape Easements (L.S.E.) Are created to provide areas for the use of the Declarant and the Association in landscaping and maintaining said landscaping to enhance the overall appearance, value and desirability of the Development. It shall be the responsibility of the Association to maintain such easements. Under no circumstances shall the easement be blocked in any manner. No permanent structures shall be constructed within any such casement areas except as may be approved by Declarant.

- 37(0) Private Access Area (I & E.E.) -- Are created to provide areas for the use of the Declarant and the Association in constructing and maintaining private streets and roadways for use by the Owners. occupants and their guests and invitees. It shall be the responsibility of the Association to maintain such easements. Under no circumstances shall the easements be biocked

ways for use by the Owners. occupants and their guests and invitees. It shall be the responsibility of the Association to maintain such easements. Under no circumstances shall the easements be biocked in any manner. No permanent structures shall be constructed within any such easement areas except as may be approved by Declarant.

174 (g) Other Easements Are created to the extent and for the purposes specified in any Supplemental Declaration in which any such easements are set forth.

Section 17.2. Floodway Restrictions. No structures may be built on that portion of any Lots which lie ithin a floodway or flood plain. Any landscaping or other improvements made to any such part of the Lots, and any alterations thereon, shall be subject not only to approval of the Declarant (or the Association), but also to the prior approval of the Indiana Department of Natural Resources, its successors and assigns, and all other governmental agencies having jurisdiction thereof.

Section 17.3. Common Areas. Those areas designated as "Common Area" on any Plats and Plans are hereby declared to be Common Area. The Common Area is hereby reserved for the use of the Declarant during the development period, for the use of the Association after the development period, and for the use and enjoyment of all the Owners subject to the limitations contained herein, and further subject to the right of the Association to promulgate reasonable rules and regulations governing such use and enjoyment. Each Owner shall be responsible for mowing and maintaining any Common Area located directly between his Lot line and any lake unless and until the Association shall have elected to take over such maintenance. There shall

responsible for mowing and maintaining any Common Area located directly between his Lot line and any lake unless and until the Association shall have elected to take over such maintenance. There shall be absolutely no swimming or boating in any lakes, nor any other use of any such lakes, except as may be permitted by Supplemental Declaration. The Owners of Lots in the Development shall take and hold title to the Lots subject to the rights herein granted with respect to the Common Area.

Section 17,4. Lot Access. All Lots within the Development shall be accessed from the interior Streets of the Community.

Section 17.5 Construction Procedure. During construction of any Community, reasonable care shall be taken by the builders of the Lots therein to protect all public and private streets from decomposition due to construction. During construction, sites shall be kept as clean as possible to avoid blowing trash and to prevent mud from coming onto other portions of the Development or adjoining properties. Builders shall keep streets reasonably clean and free of dirt/mud and debris during construction periods and neither the Declarant nor the Association shall have responsibility or liability for the streets during construction.

Section 17.6. Streets. The streets as shown on the Plats and Plans for any Community shall remain private streets and become the property of the Association, unless expressly dedicated to the public by specific notation on the Plat or by separate instrument.

- 38 IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration as of the date first above-written.

STATE OF INDIANA ) COUNTY OF MARION ) SS: } THE PRESERVE AT FALL CREEK, LLC By: Sol C. Miller, Member

EREOF, the undersigned Declarant has executed this Declaration as of the date first above-written.

STATE OF INDIANA ) COUNTY OF MARION ) SS: } THE PRESERVE AT FALL CREEK, LLC By: Sol C. Miller, Member Before me, a Notary Public in and for said County and State, personally appeared Sol C. Miller, a member of The Preserve at Fall Creek, LLC, and acknowledged the execution of the foregoing Declaration of Covenants, Conditions, Easements, and Restrictions of The Preserve at Fall Creek, LLC.

G WITNESS my hand and Notarial Seal this 15th day of PUBLIC Счети May 1996 G. Brigham 43 FILED Notary Public (Signature) Jeremy G. Brigham MAY 24 1996 (Printed Name) CF Этивит My Commission Expires: County of Residence: 9/22/97 Marion This instrument was prepared by Sarah K. Funke, Esq., ICE MILLER DONADIO & RYAN, One American Square, Box 82001, Indianapolis, IN 46282; Telephone: (317) 236-2100.

272 J FILED MAY 17 1996 LAWRENCE TOWNETIE ASSESSOR OF METROPO DEPT ITAN DEVELOPMENT DATE 6/23/590 PER 391 ADMINISTRATOR LUXPLAT TLK 5/7/96 EXHIBIT A LAND DESCRIPTION OAKHAVEN SECTIONI OF THE PRESERVE AT FALL CREEK Part of the Southeast Quarter of the Southeast Quarter of Section 19 and part of the Southwest Quarter of the Southwest Quarter of Section 20. both in Township 17 North.

Range 5 East of the Second Principal Meridian in Lawrence Township. Marion County.

Indiana more particularly described as follows: Commencing at the Northwest corner of the Southeast Quarter of the Southeast Quarter of said Section 19; thence South 00°15'25" West 4 24 feet along the West line of said Quarter-Quarter Section to the Point of Beginning, said point being on the centerline of East 80th Street and the beginning of a non-tangent curve concave Southerly, having a

ong the West line of said Quarter-Quarter Section to the Point of Beginning, said point being on the centerline of East 80th Street and the beginning of a non-tangent curve concave Southerly, having a central angle of 4°09'12" and a radius of 166 12 feet; thence along said centerline for the next six courses: 1) Easterly along said curve an arc distance of 12 04 feet (said arc being subtended by a chord which bears South 75°34'26° East 12 04 feet) to the Point of Tangency thereof; 2) South 73°29'49" East 1077 00 feet to the Point of Curvature of a curve concave Southwesterly, having a central angle of 39°29'49" and a radius of 348.18 feet; 3) Easterly and Southeasterly along said curve an arc distance of 240.02 feet (said arc being subtended by a chord which bears South 53°44'55" East 235 30 feet) to the Point of Tangency thereof; 4) South 34°00'00" East 64 64 feet to the Point of Curvature of a curve concave Northeasterly having a central angle of 31°00'00" and a radius of 198 32 feet; 5) Southeasterly along said curve an arc distance of 107 30 feet (said arc being subtended by a chord which bears South 49°30'00" East 106.00 feet) to the Point of Tangency thereof; 6) South 65°00'00' East 137 57 feet to the centerline of Fall Creek Road; thence along said centerline for the next four courses: 1) South 31°15'18" West 18 13 feet: 2) South 30°45'00" West 250 00 feet; 3) South 31°16'24" West 170.65 feet; 4) South 30°57'14" West 117 50 feet; thence North 50°20'59" West 492 47 feet; thence North 11°09'56" West 63.14 feet; thence North 53°22'09" West 144 60 feet; thence South 88°45'13" West 163.00 feet; thence North 39°32'18" West 48 89 feet; thence North 27°19'06” West 112 13 feet; thence North 43°23'59" West 110 17 feet; thence South 84°20'00" West 212.51 feet to a non-

88°45'13" West 163.00 feet; thence North 39°32'18" West 48 89 feet; thence North 27°19'06” West 112 13 feet; thence North 43°23'59" West 110 17 feet; thence South 84°20'00" West 212.51 feet to a nontangent curve concave Easterly, having a central angle of 0°38'26" and a radius of 537.00 feet; thence Northerly along said curve an arc distance of 600 feet (said arc being subtended by a chord which bears North 04°12'56" West a distance of 6 00 fect) to a nontangent line; thence South 86°06'26" West 151.00 feet to the West line of the Southeast Quarter of the Southeast Quarter of said Section 19; thence North 00°15'25" East 454.56 feet to the Point of Beginning; containing 15 64 acres, more or less LAND DESCRIPTION Timberline Section | of The Preserve AL Fall Creek Part of the Southwest Quarter of the Southeast Quarter of Section 19 and part of the North Hall of Section 30 both in Township 17 North. Range 5 East of the Second Principal Meridian in Lawrence Township Marion County. Indiana more particularly described as follows Beginning at the northwest corner of the northeast quarter of said Section 30; thence on an assumed bearing North 89°21'31" East 585 09 feet along the north line of said Section 30; thence North 62°12 12" East 263 00 feet; thence North 80°22'37" East 505 00 feet to the east line of the northwest quarter of the northeast quarter of said Section 19; thence South 00°15'25 West 198 90 feet along said line to the northeast corner of the northwest quarter of the northeast quarter of said section 30; thence South 00°00'00" East 158 23 feel along the east line of the northwest quarter of the northeast quarter of said Section 30 to a nontangent curve concave southerly, having a central angle of 6°42'54" and a radius of 512 00

58 23 feel along the east line of the northwest quarter of the northeast quarter of said Section 30 to a nontangent curve concave southerly, having a central angle of 6°42'54" and a radius of 512 00 feet; thence Northeasterly and Easterly along said curve an arc distance of 60 01 feet (said arc being sublended by a chord which bears North 68°13'24" East 59 97 feet) to a nontangent line; thence South 18°25'06" East 216.85 feet; thence North 87°28'40" East 246 14 feet; thence South 79°03'23" East 509 09 feet to the centerline of Fall Creek Road; thence along said centerline for the next four courses: (1) South 27°34'00" West 92 42 feet; (2) South 24°52'07" West 128 75 feet: (3) South 22°49'19' West 115 26 feet; (4) South 21°58'00" West 74 33 feet; thence North 63°18'44" West 509.71 feet to a non-tangent curve concave northerly. having a central angle of 12°42'02" and a radius of 112 00 feet; thence Westerly along said curve an arc distance of 24 83 feet (said arc being subtended by a chord which bears North 82°44'36" West 24 78 feet) to the point of tangency thereof; thence North 76°23'35" West 159.16 feet to a curve concave northeasterly, having a central angle of 19°24'42" and a radius of 177 00 feet; thence Westerly and Northwesterly along said curve an arc distance of 59 97 feet (said arc being subtended by a chord which bears North 66°41'14" West 59 68 feet) to a non-tangent line; thence South 52°39'48" West 209.92 feet; thence North 26°25'41" West 29 87 feet; thence South 67°24'04" West 241 05 feet; thence North 22°35'48" West 332 92 feet; thence South 69°53'05" West 50 93 feet; thence North 70°22'11" West 297 98 feet; thence South 45°17'14" West 84 15 feet. thence South 56°52'07" West 153 26 feet; thence South 86°33'05" West 84 61 feet; thence North

9°53'05" West 50 93 feet; thence North 70°22'11" West 297 98 feet; thence South 45°17'14" West 84 15 feet. thence South 56°52'07" West 153 26 feet; thence South 86°33'05" West 84 61 feet; thence North 56°30'21" West 104 63 feet to a non-tangent curve concave easterly, having a central angle of 419'30" and a radius of 308 00 feet; thence Southerly along said curve an arc distance of 23.25 feet (said are being subtended by a chord which bears South 17°18'39" West 23 24 feel) to a non-tangent line; thence North 67°42'13" West 177 11 feet; thence North 03°49'57" East 280 00 feet; thence North 35°50'28" East 77 45 feet to the point of beginning; containing 22 51 acres. more or less LAND DESCRIPTION Woods Edge Section | of The Preserve At Fall Creek Part of the South east Quarter of the Southwest Quarter of Section 19 and part of the Northeast Quarter of the Northwest Quarter of Section 30 both in Township 17 North.

Range 5 East of the Second Principal Meridian in Lawrence Township Marion County Indiana more particularly described as follows: Beginning at the northeast corner of the northwest quarter of said section 30. thence South 30'50 28" West 77 45 feet; thence South 03°49'57" West 505 10 feet; thence North 86° 1000 West 192 08 feet to a non-tangent curve concave westerly, having a central angle of 2°03'46" and a radius of 988 00 feet; thence Northerly along said curve an arc distance of 35 57 feet (said arc being subtended by a long chord which bears North 10°47'23" East 35 57 feet) to a non-tangent line; thence North 78°02'09 West 130 59 feet; thence North 07 24 33° East 174 04 feet; thence North 82°35'40" West 77 81 feet; thence South 83°45'52"

59 feet; thence North 07 24 33° East 174 04 feet; thence North 82°35'40" West 77 81 feet; thence South 83°45'52" southerly, having central angle of 4°18'34" and a radius of 363 00 feet; thence Westerly along said curve an arc distance of 27 30 feet (said arc being subtended by a long chord which bears South 74°48'07" West 27 30 feet) to a non-tangent line, thence North 17°21'10" West 201 97 feet; thence North 89°44'42" East 38 00 feet; thence North 00°01'54" West 643 00 feet to the south line of land conveyed in a deed recorded in Deed Record 2029, page 100 in the office of the Recorder of Marion County, Indiana; thence North 89'59'36" East 0 53 feet along said line to the southeast corner or said land; thence North 00°06'38" West 64 32 feet along the west line of said land to an existing tence line; thence along said existing fence line for the next two courses: (1) North 01°11'35" East 388.35 feet; (2) South 90°00'00" West 8 74 feet; thence North 00°01'54" West 215 51 feet to the north line of the southeast quarter of the southwest quarter of said section 19; thence North: 89°32'06" East 206 35 feet along said north line; thence South 00°01'54" East 840.00 feet; thence North 89°32'06" East 380 00 feet to the east line of the southwest quarter of said section 19; thence South 00°01'54" East 473 24 feet along said east line to the point of beginning; containing 15 63 acres more or less; LUXPLAT TLK 5/7/96 EXHIBIT B TRACTI Part of the West Half of the Southwest Quarter of Section 20 and part of the East Half of the Southeast Quarter of Section 19 all in Township 17 North Range 5 East in Marion County Indiana more particularly described as follows

e Southwest Quarter of Section 20 and part of the East Half of the Southeast Quarter of Section 19 all in Township 17 North Range 5 East in Marion County Indiana more particularly described as follows Beginning at a point in the center line of Fall Creek Road (as established March. 1980, which lies North 89°35 46° East 830 40 feet from a Harrison monument found marking the Northwest corner of the Southwest Quarter of said Section 20. and said Point of Beginning bears South 89°35 46" West 506 53 feet from a square cut stone found at the Northeast corner of the West Half of the Southwest Quarter of said Section 20; thence along the North line of the West Half of the Southwest Quarter of said Section 20 South 89°35'46" West 830 40 feet to said Harrison monument found at the Northeast corner of the East Half of the Southeast Quarter of said Section 19; thence along the North line of the East Half of the Southeast Quarter of said Section 19 South 89°32'15" West 1309 17 feet to a stone found at the Northwest corner of the East Half of the Southeast Quarter of said Section 19; thence along the West line of said East Half South 00'04'06" East 1308 20 feet to a railroad spike found 8 inches below pavement surface at the Southwest corner of the Northeast Quarter of the Southeast Quarter of said Section 19, which said railroad spike is the Northeast corner of the Southwest Quarter of the Southeast Quarter of said Section 19 as shown on the plat of Sargent Hills - Fourth Section which was recorded April 15, 1965 as Instrument 65-17233 in the Office of the Recorder of Marion County, Indiana; thence along the West line of said East Half South 00°13 13" West 4 24 feet to a point on the center line of East 80th (82nd) Street, as located

n the Office of the Recorder of Marion County, Indiana; thence along the West line of said East Half South 00°13 13" West 4 24 feet to a point on the center line of East 80th (82nd) Street, as located April. 1980. said point lies on a curve having a radius of 166 12 feet, the radius point of which bears South 12°21'04" West (the next six courses are along said center line); 1) thence Easterly along said curve 12 04 feet to a point which bears North 16°30'11" East from said radius point; 2) thence South 73°29'49' East 1077 00 feet to a curve having a radius of 348 18 feet, the radius point of which bears South 16°30'11" West; 3) thence Southeasterly along said curve 240 02 feet to a point which bears North 56°00 00" East from said radius point; 4) thence South 34°00'00" East 64 64 feet to a curve having a radius of 198 32 feet the radius point of which bears North 56°00'00" East; 5) thence Southeasterly along said curve 107 30 feet to a point which bears South 25°00'00" West from said radius point; 6) thence South 65°00'00" East 137 57 feet to a point on the center line of said Fall Creek Road (the next 12 courses are along the center line of said Fall Creek Road); 1) thence North 31°15'18' East 35 80 feet; 2) thence North 33°33'54" East 71 14 feet; 3) thence North 35°01'22" East 49 40 feet; 4) thence North 40°10'06" East 41 90 feet; 5) thence North 41°23'34" East 125.30 feet: 6) thence North 40°23'34" East 66 00 feet; 7) thence North 37°28'43" East 50 05 feet; 8) thence North 29°48 49" East 56 01 feet; 9) thence North 19°39'02" East 46 69 feet; 10) 200 Begin "West Reservoir Road" (Fall Creek Road) per Indianapolis Water Company plans dated

feet; 10) 200 Begin "West Reservoir Road" (Fall Creek Road) per Indianapolis Water Company plans dated April 13. 1942; 12) thence North 12°59'00" East 532 58 feet to the Point of Beginning Excepting therefrom all that land (which is an existing cemetery) described in Land Record "UU" on page 434 recorded May 18. 1872 in said Recorder's Office more particularly described as follows: Beginning 35 3 rods (582 45 feet) East of the Northwest corner of the Southwest Quarter of said Section 20 thence South 9 rods (143 50 feet), thence East 13 rc s (214 50 feet) thence 9 rods (148 50 feet) North to the North line of said Section; thence West along said line to the Place of Beginning Also excepting therefrom the following described tract which lies in part of the East Half of the Southeast Quarter of Section 19 Township 17 North. Range 5 East in Marion County Indiana more particularly described as follows Commencing at a stone found at the Northwest corner of the East Half of the Southeast Quarter of said Section 19. thence along the West line thereof South 00°04'06 East 633 29 feet.

thence North 89°55 54 East 200 00 feet to the Point of Beginning; thence continue North 89'55 54" East 122 33 feet; thence North 35°04'23′ East 80 21 feet, thence South 67°15'45” East 210 57 feet; thence South 27'05 48 East 198 40 feet; thence South 14°36'24" West 84 10 feet. thence North 83°05 59 West 240 00 feet. thence North 63°53'16" West 215 33 feet; thence North 00°04'06 West 150 00 feet to the Point of Beginning containing 2 34 acres more or less Containing a gross acreage of 71 692 acres. more or less and leaving a net acreage afier said exceptions of 68 622 acres more or less TRACT 2

the Point of Beginning containing 2 34 acres more or less Containing a gross acreage of 71 692 acres. more or less and leaving a net acreage afier said exceptions of 68 622 acres more or less TRACT 2 Part of the West Halt of the Southwest Quarter of Section 20. part of the East Half of the Southeast Quarter of Section 19. part of the Northeast Quarter of Section 30. and part of the East Half of the Northwest Quarter of Section 30 all in Township 17 North. Range 5 East in Marion County, Indiana more particularly described as follows: Beginning at a point on the center line of East 80th (82nd) Street, as located April, 1980.

which said point bears South 00°13'13" West 4 24 feet from a railroad spike found 8 inches below pavement surface at the Northwest corner of the Southeast Quarter of the Southeast Quarter of said Section 19 which said railroad spike is the Northeast corner of the Southwest Quarter of the Southeast Quarter of said Section 19 as shown on the plat of Sargent Hills - Fourth Section which was recorded April 15. 1965 as Instrument 65-17233 in the Office of the Recorder of Marion County.

Indiana; thence along the West line of the East Half of the Southeast Quarter of said Section 19.

South 00°13 13" West 1308 25 feet to a stone found at the Southwest corner of said East Half Quarter Section: thence along the North line of the Northeast Quarter of said Section 30. South 89°20'49" West 1315 65 feet to a stone found at the Northwest corner of the Northeast Quarter of said Section 30; thence along the North line of the East Half of the Northwest Quarter of said Section 30 South 89°45'31" West 1322 59 feet to a stone found at the Northwest corner of the East Half of the Northwest Quarter of said Section 30; thence along the West line of said East Half South

d Section 30 South 89°45'31" West 1322 59 feet to a stone found at the Northwest corner of the East Half of the Northwest Quarter of said Section 30; thence along the West line of said East Half South 00°11'49" West 2610 75 feet to an iron pipe found at the Southwest corner of said East Half Quarter Section, which said corner is the Northeast corner of Executive Manor Section Two, recorded as Instrument 68-35943 in said Recorder's Office, which said corner is also the Northwest corner of Lantern Hills-Sixth Section recorded in Plat Book 32 on page 307 in said Recorder's Office; thence along the North line of said Lantern Hills-Sixth Section and the assumed South line of the East Half of the Northwest Quarter of said Section 30 North 89°40'55" East 810.72 feet to a point which bears South 69°40'55" West 492 92 feet from a 6" x 6" US Government cut stone monument found at the assumed Southwest corner of the Northeast Quarter of said Section 30, which said monument bears South 00°36'48" West 2609 21 feet from the Northwest corner of the Northeast Quarter of said " Section 30 thence North 03 07 00 East 1439 33 feet to a point which bears North 86°10'00 West 430 6 feet from a point which bears South 00°36 48" West 1203 46 feet from the Northwest corner of the Northeast Quarter of said Section 30; thence South 86°10'00" East 928 78 feet; thence South 41'10 00 East 424 26 feet; thence South 86°10'00" East 929 57 feet to a point on the center line of Fall Creek Road (as established March, 1980) (the next 12 courses are along the centerline of said Fall Creek Road); 1) thence North 19 58'00 East 293 00 feet: 2) thence North 21°58 00 East 674 00 feet: 3) thence North 22°49 19" East 115 26 feet; 4) thence North 24°52 07° East 128 75

erline of said Fall Creek Road); 1) thence North 19 58'00 East 293 00 feet: 2) thence North 21°58 00 East 674 00 feet: 3) thence North 22°49 19" East 115 26 feet; 4) thence North 24°52 07° East 128 75 feet, 5) thence North 27°34'00" East 420 00 feet; 6) thence North 25°12'00° East 165 59 feet to a point on the North line the Northeast Quarter of said Section 30 said point bears South 89°20'49" West 244 45 feet from the Northeast corner of said Northeast Quarter Section; 7) thence North 25 12 00 East 94 41 feet; 8) thence North 30°57'14" East 239 67 feet: 9) thence North 31°16 24 East 148 92 feet to a point on the West line of the West Half of the Southwest Quarter of said Section 20. said point bears North 00°30'16" West 415 47 feet from the Southwest corner of said West Half; 10) thence North 31°16'24" East 21 73 feet; 11) thence North 30°45'00" East 250 00 feet; 12) thence North 31°15 18" East 18 13 feet to a point on the center line of said 80th (82nd) Street (the next 6 courses are along the center line of said East 80th (82nd) Street): 1) thence North 65°00'00" West 137 57 feet to a curve having a radius of 198 32 feet. the radius point of which bears North 25°00'00" East; 2) thence Northwesterly along said curve 107 30 feet to a point which bears South 56°00'00" West from said radius point; 3) thence North 34°00'00" West 64 64 feet to a curve having a radius of 348 18 feet. the radius point of which bears South 56°00'00" West; 4) thence Northwesterly along said curve 240 02 feet to a point which bears North 16°30'11" East from said radius point: 5) thence North 73°29'49 West 1077 00 feet, to a curve having a radius of 166 12 feet. the radius point of which bears South 16°30'11" West; 6) thence Westc ly along said curve

from said radius point: 5) thence North 73°29'49 West 1077 00 feet, to a curve having a radius of 166 12 feet. the radius point of which bears South 16°30'11" West; 6) thence Westc ly along said curve 12.04 feet to a point which bears North 12°21'04” East from said radius point. which said point is the Point of Beginning Range Containing 165 732 acres. more or less FORMER KUNZ PROPERTY Part of the Southwest Quarter of the Southeast Quarter of Section 19. Township 17 North, 5 East. more particularly described as follows: Commencing at the southeast corner of the southwest quarter of the southeast quarter of said Section 19-17-5; thence North 00°51'00" East 19890 feet; thence South 81°04'00" West 505 00 feet; thence South 62°44'00" West 263 00 feet; thence east along the south line of said southwest quarter of the southeast quarter 729 70 feet to the place of beginning Said above described tract being the area noted as not included in the plat of Sargent Hills. Fourth Section.

Instrument Number 65-17233. recorded in the Office of the Recorder of Marion County, Indiana h ༦ ཀ4 6, FORMER WHITE PROPERTY Part of the Southeast Quarter of the Southwest Quarter of Section 19 Township 17 North Range 5 East of the Second Principal Meridian in Lawrence Township Manon County Indiana more narticularly described as follows: Beginning at a Harrison monument at the southeast corner of the southeast quarter of the southwest quarter of said section 19; thence on the south line of said quarter quarter an assumed bearing of South 89°44'43" West 586 34 feel to an MSE capped rebar; thence parallel with the east line of said quarter quarter North 00°01'54" West 1311 09 feet to a PK nail in the north line of said

bearing of South 89°44'43" West 586 34 feel to an MSE capped rebar; thence parallel with the east line of said quarter quarter North 00°01'54" West 1311 09 feet to a PK nail in the north line of said quarter-quarter; thence on the north line thereof North 89°32'06" East 206 35 feet to a PK nail: thence parallel with the east line of said quarter quarter South 00°01'54" East 840 00 feel to an MSE capped rebar; thence parallel with north line of said quarter quarter North 89°32'06" East of 380 00 feet to an MSE capped rebar in the east line of said quarter-quarter; inence on the east line thereof South 00 01'54" East 473 24 feet to the point of beginning; containing 10 335 acres. more or less; subject to rights-of-way. easements. and restrictions MCKINNEY PROPERTY Part of the East Half of the Southeast Quarter of Section 19. Township 17 North.

Range 5 East in Marion County. Indiana. more particularly described as follows: Commencing at a stone found at the Northwest corner of the East Half of the Southeast Quarter of said Section 19, thenice along the West line thereof South 00°04'06" East 633.29 feet; thence North 89°55'54" East 200 00 feet to the Point of Beginning; thence continue North 89°55'54" East 122 33 feet; thence North 35°04'23" East 80.21 feet; thence South 67°15'45" East 210 57 feet; thence South 27°05'48" East 198 40 feet; thence South 14°36 West 84 10 feet; thence North 83°05'59" West 24000 feet; thence North 63°53 16 West 215 33 feet. thence North 00°04'06" West 150 00 feet to the Point of Beginning. containing 2 34 acres. more or less 39.87 AC - Lux Tract Part of the Northeast Quarter and part of the East Half of the Northwest Quarter of Section 30 Township 17 North Range 5 East in Marion County Indiana more particularly described as follows

Lux Tract Part of the Northeast Quarter and part of the East Half of the Northwest Quarter of Section 30 Township 17 North Range 5 East in Marion County Indiana more particularly described as follows Beginning at 6 × 6 US Government cut stone monument found at the assumed Southwest corner of the Northeast Quarter of said Section. which said monument bears South 00 degrees 36 minutes 48 seconds West 2609 21 feet from a stone found at the Northwest corner of said Northeast Quarter, which said monument is the Northeast corner of Lantern Hills-Sixth Scction.

recorded in Plat Book 32 on page 307 in the Office of the Recorder of Marion County, Indiana thence along the North Line of said Lantern Hills Sixth Section and the assumed South line of the East Half to the Northwest Quarter of said Section 30 South 89 degrees 40 minutes 55 seconds West 167 33 feet to a point which bears North 89 degrees 40 minutes 55 seconds East 1136 31 feet from iron pipe found at the Southwest corner of said East Half Quarter Section which said corner is the Northeast corner of Executive Manor - Section Two. recorded as Instrument #68-35943 in said Recorder's Office which said corner is also the Northwest corner of said Lantern Hills-Sixth Section thence North 03 degrees 07 minutes 00 seconds East 1115 73 feet to a point which bears North 86 degrees 10 minutes 00 seconds West 118 77 feet from a point which bears South 00 degrees 36 minutes 48 seconds West 1503 94 feet from the Northwest corner of the Northeast Quarter of said Section 30; thence South 86 degrees 10 minutes 00 seconds East 1829 57 feet to a point on the center line of said Fall Creek Road (as established March, 1980) (the next 6 courses are along the

of said Section 30; thence South 86 degrees 10 minutes 00 seconds East 1829 57 feet to a point on the center line of said Fall Creek Road (as established March, 1980) (the next 6 courses are along the centerline of said Fall Creek Road: (1) thence South 17 degrees 17 minutes 05 seconds West 50 28 feet; (2) thence South 16 degrees 38 minutes 55 seconds West 179 60 feet; (3) thence South 18 degrees 39 minutes 39 seconds West 126 94 feet; (4) thence South 25 degrees 54 minutes 14 scconds West 109 95 feet; (5) thence South 32 degrees 53 minutes 25 seconds West 104 93 feet; (6) thence South 34 degrees 06 minutes 00 seconds West 560 61 feel to a point on the assumed South line of the Northeast Quarter of said Section 30, said point bears North 89 degrees 57 minutes 52 seconds West 1472 75 feet from a 6" x 6" U S Government cut stone monument at the assumed Southeast corner of said Northeast Quarter Section (which said point also bears South 89 degrees 57 minutes 52 seconds East 1192 49 feet from a 6" x 6" U S Government cut stone monument found at the assumed Southwest corner of said Northeast Quarter Section); thence along the assumed South line of said Northeast Quarter Section North 89 degrees 57 minutes 52 seconds West 1192 49 feet to the Place of Beginning. containing 39 87 acres. more or less 15.83 AC Lux Tract Part of the Northeast Quarter and part of the East Half of the Northwest Quarter of Section 30 Township 17 North. Range 5 East in Marion County, Indiana more particularly described as follows Commencing at a 6 x 6 US Government cut stone monument found at the assumed Southwest corner of the Northeast Quarter of said Section. which said monument bears South 00 degrees 36 minutes 48 seconds West 2609 21 feet from a stone found at the Northwest corner of

the assumed Southwest corner of the Northeast Quarter of said Section. which said monument bears South 00 degrees 36 minutes 48 seconds West 2609 21 feet from a stone found at the Northwest corner of said Northeast Quarter. which said monument is the Northeast corner of Lantern Hills - Sixth Section recorded in plat book 32 on page 307 in the Office of the Recorder of Marion County.

Indiana; thence along the North line of said Lantern Hills Sixth Section and the assumed South line of the East Half of the Northwest Quarter of said Section 30 South 89 degrees 40 minutes 55 seconds West 167 33 feet to the Point of Beginning, which said beginning point bears North 89 degrees 40 minutes 55 seconds East 1136 31 feet from an iron pipe found at the Southwest corner of said East Half Quarter Section, which said corner is the Northeast corner of Executive Manor Section Two, recorded as Instrument #68-35943 in said Recorder's Office, and said corner is also the Northwest corner of said Lantern Hills - Sixth Section; thence continue along said assumed South line South 89 degrees 40 minutes 55 seconds West 325 59 feet; thence North 03 degrees 07 minutes 00 seconds East 1439 33 feet to a point which bears North 86 degrees 10 minutes 00 seconds West 430 67 feet from a point which bears South 00 degrees 36 minutes 48 seconds West 1203 46 feet from the Northwest corner of the Northeast Quarter of said Section 30; thence South 86 degrees 10 minutes 00 seconds East 928 78 feet; thence South 41 degrees 10 minutes 00 seconds East 424 26 feet; thence North 86 degrees 10 minutes 00 seconds West 900 00 feet to a point which bears North 03 degrees 07 minutes 00 seconds East 1115 73 feet from the point of

10 minutes 00 seconds East 424 26 feet; thence North 86 degrees 10 minutes 00 seconds West 900 00 feet to a point which bears North 03 degrees 07 minutes 00 seconds East 1115 73 feet from the point of beginning; thence South 03 degrees 07 minutes 00 seconds West 1115 73 feet to the Point of Beginning, containing 15 83 acres. more or less Containing a total acreage net acreage of 304 870 acres. more or less EXCEPT: LUXPLAT TLK 5/7/96 LAND DESCRIPTION Oakhaven Section I of the Preserve At Fall Creek Part of the Southeast Quarter of the Southeast Quarter of Section 19 and part of the Southwest Quarter of the Southwest Quarter of Section 20. both in Township 17 North.

Range 5 East of the Second Principal Meridian in Lawrence Township Marion County.

Indiana more particularly described as follows Commencing at the Northwest corner of the Southeast Quarter of the Southeast Quarter of said Section 19; thence South 00°15 25" West 4 24 feet along the West line of said Quarter-Quarter Section to the Point of Beginning said point being on the centerline of East 80th Street and the beginning of a non-tangent curve concave Southerly, having a central angle of 4°09'12" and a radius of 166 12 feet; thence along said centerline for the next six courses: 1) Easterly along said curve an arc distance of 12 04 feet (said arc being subtended by a chord which bears South 75°34'26" East 1204 feet) to the Point of Tangency thereof; 2) South 73°29'49" East 1077 00 feet to the Point of Curvature of a curve concave Southwesterly, having a central angle of 39°29'49" and a radius of 348 18 feet; 3) Easterly and Southeasterly along said curve an arc distance of 240.02 feet (said arc being subtended by a chord which bears South 53°44'55" East 235 30 feet) to the Point of

radius of 348 18 feet; 3) Easterly and Southeasterly along said curve an arc distance of 240.02 feet (said arc being subtended by a chord which bears South 53°44'55" East 235 30 feet) to the Point of Tangency thereof; 4) South 34°00'00" East 64 54 feet to the Point of Curvature of a curve concave Northeasterly having a central angle of 31°00'00" and a radius of 198 32 feet; 5) Southeasterly along said curve an arc distance of 107.30 feet (said arc being subtended by South 65°00'00° East 137 57 feet to the centerline of Fall Creek Road; thence along said centerline for the next four courses: 1) South 31°15'18" West 18 13 feet; 2) South 30°45'00" West 250 00 feet; 3) South 31°16'24" West 170.65 feet 4) South 30°57'14" West 117 50 feet; thence North 50°20'59" West 492.47 feet; thence North 11°09'56′ West 63 14 feet; thence North 53°22'09" West 144 60 feet; thenco South 88°45'13" West 163 00 feet; thence North 39°32'18" West 48 89 feet; thence North 27°19′06" West 112 13 feet; thence North 43°23'59" West 110 17 feel; thence South 84°20'00" West 212 51 feet to a nontangent curve concave Easterly, having a central angle of 0°38'26" and a radius of 537 00 feet; thence Northerly along said curve an arc distance of 600 feet (said arc being subtended by a chord which bears North 04°12'56" West a distance of 600 feet) to a nontangent line; thence South 86°06'26" West 151.00 feet to the West line of the Southeast Quarter of the Southeast Quarter of said Section 19; thence North 00°15'25" East 454 56 feet to the Point of Beginning; containing 15 64 acres, more or less ALSO EXCEPT: LAND DESCRIPTION Timberline Section | of The Preserve At Fall Creek

aid Section 19; thence North 00°15'25" East 454 56 feet to the Point of Beginning; containing 15 64 acres, more or less ALSO EXCEPT: LAND DESCRIPTION Timberline Section | of The Preserve At Fall Creek Part of the Southwest Quarter of the Southeast Quarter of Section 19 and part of the North Half of Section 30 both in Township 17 North. Range 5 East of the Second Principal Meridian in Lawrence Township. Marion County. Indiana more particularly described as follows: Beginning at the northwest corner of the northeast quarter of said Section 30; thence on an assumed bearing North 89°21'31" East 585 09 feet along the north line of said Section 30; thence North 62°12'12" East 263 00 feet; thence North 80°22'37" East 505 00 feet to the east line of the northwest quarter of the northeast quarter of said Section 19; thence South 00*15 25 West 198 90 feet along said line to the northeast corner of the northwest quarter of the northeast quarter of said section 30; thence South 00°00'00" East 158 23 feet along the cast line of the northwest quarter of the northeast quarter of said Section 30 to a nontangent curve concave southerly, having a central angle of 6°42'54" and a radius of 512 00 feet; thence Northeasterly and Easterly along said curve an arc distance of 60 01 feet (said arc being sublended by a chord which bears North 68°13'24" East 59 97 feet) to a nontangent line; thence South 18°25'06" East 216 85 feet; thence North 87°28'40" East 246.14 feet; thence South 79°03'23" East 509 09 feet to the centerline of Fall Creek Road, thence along said centerline for the next four courses: (1) South 27°34'00" West 92 42 feet; (2) South 24°52'07" West 128 75 feet; (3) South 22°49'19" West 115 26 feet; (4) South

e of Fall Creek Road, thence along said centerline for the next four courses: (1) South 27°34'00" West 92 42 feet; (2) South 24°52'07" West 128 75 feet; (3) South 22°49'19" West 115 26 feet; (4) South 21°58'00" West 74 33 feet; thence North 63°18'44" West 509.71 feet to a non-tangent curve concave northerly, having a central angle of 12°42'02" and a radius of 112 00 feet; thence Westerly along said curve an arc distance of 24 83 feet (said arc being subtended by a chord which bears North 82°44'36" West 24 78 feet) to the point of tangency thereof; thence North 76°23'35" West 159 16 feet to a curve concave northeasterly, having a central angle of 19°24'42" and a radius of 177 00 feet; thence Westerly and Northwesterly along said curve an arc distance of 59.97 feet (said arc being subtended by a chord which bears North 66°41'14" West 59 68 feet) to a non-tangent line; thence South 52°39'48" West 209 92 feet; thence North 26°25'41" West 29.87 feet; thence South 67°24'04" West 241.05 feet; thence North 22°35'48" West 332 92 feet; thence South 69°53'05" West 50.93 feet; thence North 70°22'11" West 297 98 feet; thence South 45°17'14" West 34 15 feet; thence South 56°52'07" West 153 26 feel; thence South 86°33'05" West 84.61 feet; thence North 56°30'21" West 104 63 feet to a non-tangent curve concave easterly, having a central angle of 4°19'30" and a radius of 308 00 feet; thence Southerly along said curve an arc distance of 23 25 feet (said arc being subtended by a chord which bears South 17°18'39" West 23 24 feet) to a non-tangent line; thence North 67°42'13" West 177 11 feet; thence North 03°49'57" East 28000 feet; thence North 35°50'28" East 77 45 feet to the point of beginning: containing 22.51 acres. more or less ALSO EXCEPT, LAND DESCRIPTION Woods Edge Section |

feet; thence North 03°49'57" East 28000 feet; thence North 35°50'28" East 77 45 feet to the point of beginning: containing 22.51 acres. more or less ALSO EXCEPT, LAND DESCRIPTION Woods Edge Section | of The Preserve At Fall Creek Part of the Southeast Quarter of the Southwest Quarter of Section 19 and part of the Northeast Quarter of the Northwest Quarter of Section 30, both in Township 17 North.

Range 5 East of the Second Principal Meridian in Lawrence Township, Marion County, Indiana. more particularly described as follows: Beginning at the northeast corner of the northwest quarter of said section 30; thence South 30°50'28" West 77 45 feet; thence South 03°49'57" West 505.10 feet; thence North 86°10'00 West 192.08 feet to a non-tangent curve concave westerly, having a central angle of 2°03'40" and a radius of 988 00 feet; thence Northerly along said curve an arc distance of 35 57 feet (said arc being subtended by a long chord which bears North 10°47'23" East 35 57 feet) to a non-tangent line; thence North 78°02'09" West 130 59 feet; thence North 07°24'33 East 174 04 feet; thence North 82°35'40" West 77 81 feet; thence South 83°45'52" West 61 99 feet; thence North 13°02'36" West 131 00 feet to a non-tangent curve concave southerly, having a central angle of 4°18'34" and a radius of 363.00 feet; thence Westerly along said curve an arc distance of 27 30 feet (said arc being subtended by a long chord which bears South 74°48'07" West 27 30 feet) to a non tangent line; thence North 17°21'10" West 201.97 feet; thence North 89°44'42" East 38.00 feet; thence North 00°01'54" West 643 00 feet to the south line of land conveyed in a deed recorded in Deed Record 2029.

page 100 in the office of the Recorder of Marion County, Indiana; thence North 89°59 36"

nce North 00°01'54" West 643 00 feet to the south line of land conveyed in a deed recorded in Deed Record 2029.

page 100 in the office of the Recorder of Marion County, Indiana; thence North 89°59 36" East 0 53 feet along said line to the southeast corner of said land; thence North 00°06'38" West 64.32 feet along the west line of said land to an existing fence line; thence along said existing fence line for the next two courses: (1) North 01°11'35” East 388 35 feet; (2) South 90°00'00" West 8.74 feet; thence North 00°01'54 West 215.51 feet to the north line of the southeast quarter of the southwest quarter of said section 19; thence North 89°32'06" East 206 35 feet along said north line; thence South 00°01'54" East 840.00 feet; thence North 89°32'06" East 380.00 feet to the east line of the southwest quarter of said section 19; thence South 00°01'54" East 473 24 feet along said east line to the point of beginning: containing 15 63 acres, more or less: EXHIBIT C 39.87 AC Lux Tract Part of the Northeast Quarter and part of the East Half of the Northwest Quarter of Section 30 Township 17 North Range 5 East in Marion County. Indiana. more particularly described as follows Beginning at 6 x 6 US Government cut stone monument found at the assumed Southwest corner of the Northeast Quarter of said Section, which said monument bears South 00 degrees 36 minutes 48 seconds West 2609 21 feet from a stone found at the Northwest corner of said Northeast Quarter, which said monument is the Northeast corner of Lantern Hills-Sixth Section.

recorded in Plat Bool: 32 on page 307 in the Office of the Recorder of Marion County, Indiana thence along the North Line of said Lantern Hills - Sixth Section and the assumed South line of the

ction.

recorded in Plat Bool: 32 on page 307 in the Office of the Recorder of Marion County, Indiana thence along the North Line of said Lantern Hills - Sixth Section and the assumed South line of the East Half to the Northwest Quarter of said Section 30 South 89 degrees 40 minutes 55 seconds West 167 33 feet to a point which bears North 89 degrees 40 minutes 55 seconds East 1136 31 feet from iron pipe found at the Southwest corner of said East Half Quarter Section which said corner is the Northeast corner of Executive Manor - Section Two, recorded as Instrument #68-35943 in said Recorder's Office. which said corner is also the Northwest corner of said Lantern Hills-Sixth Section thence North 03 degrees 07 minutes 00 seconds East 1115.73 feet to a point which bears North 86 degrees 10 minutes 00 seconds West 118 77 feet from a point which bears South 00 degrees 36 minutes 48 seconds West 1503 94 feet from the Northwest corner of the Northeast Quarter of said Section 30; thence South 86 degrees 10 minutes 00 seconds East 1829 57 feet to a point on the center line of said Fall Creek Road (as established March, 1980) (the next 6 courses are along the centerline of said Fall Creek Road: (1) thence South 17 degrees 17 minutes 05 seconds West 50 28 feet; (2) thence South 16 degrees 38 minutes 55 seconds West 179 60 feet; (3) thence South 18 degrees 39 minutes 39 seconds West 126 94 feet; (4) thence South 25 degrees 54 minutes 14 seconds West 109 95 feet: (5) thence South 32 degrees 53 minutes 25 seconds West 104 93 feet; (6) thence South 34 degrees 06 minutes 00 seconds West 560 61 feet to a point on the assumed South line of the Northeast Quarter of said Section 30, said point bears North 89 degrees 57

t 104 93 feet; (6) thence South 34 degrees 06 minutes 00 seconds West 560 61 feet to a point on the assumed South line of the Northeast Quarter of said Section 30, said point bears North 89 degrees 57 minutes 52 seconds West 1472 75 feet from a 6" x 6" U S. Government cut stone monument at the assumed Southeast corner of said Northeast Quarter Section (which said point also bears South 89 degrees 57 minutes 52 seconds East 1192 49 feet from a 6" x 6" U S Government cut stone monument found at the assumed Southwest corner of said Northeast Quarter Section); thence along the assumed South line of said Northeast Quarter Section North 89 degrees 57 minutes 52 seconds West 1192 49 feet to the Place of Beginning. containing 39 87 acres. more or less 15.83 AC Lux Tract Part of the Northeast Quarter and part of the East Half of the Northwest Quarter of Section 30. Township 17 North Range 5 East in Marion County. Indiana. more particularly described as follows: Commencing at a 6" x 6" US Government cut stone monument found at the assumed Southwest corner of the Northeast Quarter of said Section. which said monument bears South 00 degrees 36 minutes 48 seconds West 2609 21 feet from a stone found at the Northwest corner of said Northeast Quarter. which said monument is the Northeast corner of Lantern Hills - Sixth Section recorded in plat book 32 on page 307 in the Office of the Recorder of Marion County.

Indiana; thence along the North line of said Lantern Hills - Sixth Section and the assumed South line of the East Half of the Northwest Quarter of said Section 30 South 89 degrees 40 minutes 55 seconds West 167 33 feet to the Point of Beginning, which said beginning point bears North 89

med South line of the East Half of the Northwest Quarter of said Section 30 South 89 degrees 40 minutes 55 seconds West 167 33 feet to the Point of Beginning, which said beginning point bears North 89 degrees 40 minutes 55 seconds East 1136 31 feet from an iron pipe found at the Southwest corner of said East Half Quarter Section, which said corner is the Northeast corner of Executive Mancr Section Two. recorded as Instrument #68-35943 in said Recorder's Office, and said corner is also the Northwest corner of said Lantern Hills - Sixth Section; thence continue along said assumed South line South 89 degrees 40 minutes 55 seconds West 325.59 feet: thence North 03 degrees 07 minutes 00 seconds East 1439.33 feet to a point which bears North 86 degrees 10 minutes 00 seconds West 430 67 feet from a point which bears South 00 degrees 36 minutes 48 seconds West 1203 46 feet from the Northwest corner of the Northeast Quarter of said Section 30; thence South 86 degrees 10 minutes 00 seconds East 928.78 feet; thence South 41 degrees 10 minutes 00 seconds East 424 26 feet; thence North 86 degrees 10 minutes 00 second West 900 00 feet to a point which bears North 03 degrees 07 minutes 00 seconds East 1115 73 feet from the point of beginning; thence South 03 degrees 07 minutes 00 seconds West 1115 73 feet to the Point of Beginning, containing 15 83 acres, more or less