4ep'a'3 06 DEC 2 4 1996

96 f 22400 I8 RECORDEDA~% REQUESTOF AND AFTER RECORDING RENRN TO

M 1 C . W S. COURTNAGE ALSTON C O U ~ A G E M A C A U L A Y & PROCTOR LLP !OOOSECONDAMNLIE,SLllTE 3900 S!3TTLE. WASHINGTON 98104-1015

DEC 1 2 1996 C I ~ - D ~ C ~ a

DECLARATION OF CO.VE;NMTS, CONDITIONS, FSSTRICTIONS AND EMEMENTS FOR SILVER CREEK

S C E E TAX EXEki.ITT: DATE Pizrcc C0uni.l . .

BY ->.uih. Siq

DECLARATION OF COVENANTS, CONDITIONS, RESI?UWONS, AM) EASEMENTS FOR SILVER CREEfC

!

TABLE OF CONTENTS

DES-TION OF D E W T I O N ................ .............................................................................. I ............................................. ARXCLE I .. :...- ........................................................................... 2

Section I . I "Apartment Building" ................ -..- ............................................................. 2 ......... ......... Section 1.2 "Architectural Control Commiaee* .............................................................. 2 ............................................................... Section 1.3 "Association" .......................................... 2

Section 1.4 "ASSO clah~n ' . - 4 ~ h ' ' .............................................................................................. 2 I * Section 1.5 "Board" ........................... ..............................

,., .......................................................... 2

Section 1.6 "Commercid Lott1. ............................... .............................. ............................... 2 Section 1-7 "Common Areas" ................................................ ................................................... 2 .- Section 1.8 "Condominim" .......... .............................................. ............................................. 2

........... ................ Section 1.9 "Dalaant" : .................._ __._ ............ ................................................ 3 ............................................ Section 1-10 "D=htionl'..-: ........................................................ 3

.................. Section 1.1 1 "Development Period" ..................... i ................................................. 3 . I

............................... l.12 " a v h g Documents" ....................................................... ' 3 Section 1.13 "Living Unit" .......... ....................... ."'.". .............................................................. 3

........................ Section 1 .I4 "Lot" .......................... ................................................................... 3 ............................ Section 1.15 "Master Plan" ...........................................................................

I 3

........................... Section 1 -1 6 "Mortgage" ............_..._... ............................................................ 3 . .................. ......................................................... Section 1 17 "Multi-Family Lotv ......-........... 4

........................................... Set% * "Native htection ~ r e a ............................. 4 ....................................... Section 1-19 "Owner" ......................................... ................................ 4

section 1.20 "P=l" .................................. .............................................................................. 4 ............................... . l-21 " P ~ c i ~ a t i n g Builder" .......................................................... 4

....................... Section 1.22 "Phase" ............................................ ....................... 4 ....................... ..................... Section 1.23 "Silva Creek" ................... _._l ................ ............................................ 4 .......................................... s d O n 1-24 " S W e F ~ I Y ' ' .......................................................... Section 1.25 "Single Family Lot" 4

........................ .......................... ........................................... 5 Section 1.26 "Supplementary Declaration", ............................................................................. 5

~ C = E 3 ........................................................... 96 1 22400 18 ................................................................................ 5 Section 3.1 Descriution of Association ............................................................................

'"6: 12/3/96

,I J R ~ A L F O U R & I L V E R C R E E ~ .i_ CCRS

.................................................................................................. Section 3.2 Association Board 5 . .

Section 3.3 Assoclanon Membership ....................................................................................... 6 ....................................................................... Section 3.4 Votes A ~ ~ u n e n a n t to Livine Units 6 ............................................ ........................ Section 3.5 Total Number of Vores: Adiusmenl 6

. . Secrion 3.6 Votes Per Lor or L i m e Unit ................................................................................. 7

3.6.1 Sinele Farnilv Lots .............................................................................................. 7 3.6.2 Muld~le-Farnilv Lots .......................................................................................... 7 3.6.3 Commercial Lots ................................................................................................. 7 Secdon 3.7 Owner's Com~liance wirh Governine Documenrs ................................... S

Section 3.8 Rules and Reeulations ............................................................................... 8 Section 3.9 Architectural Conrrol Committee .......................................................................... 8

ARTICLE 4 ....................................... 2 ...... ............................................................................................ 8 Section 4.1 Owner's Covenant to Pay Assessments ................................................................. 8 Section 4.2 Association Budeet ................................................................................................ 9 Section 4.3 Lew of General Assessment ................................................................................. 9

4.3.1 Commercial Lots ................................................................................................. 9 4.3.2 Multiple-Familv Lots ........................................................................................... 9 4.3.3 Single Familv Lots .............................................................................................. 9 4.3.4 Pavments to Declarant ................. : ........... ... ......................................................... 9 . . 4.3.5 Flxm~! Assessment ......................................................................................... 1 0

Section 4.4 Pavmenr of General Assessment ......................................................................... 10 Section 4.5 Nondiscriminatorv Assessment ..................................................................... 10

......................................................................... Section 4.6 Commencement of Assessments 10 . . . ............................................................................................ 4.6.1 Sinele Familv Lots 10

4.6.2 Commercial Lots: Multiple-Familv Lots .......................................................... 11 Section 4.7 Suecia1 Assessments ............................................................................................ 1 1 Section 4.8 certificates of Assessment Pavment ................................................................. 1 1 Section 4.9 Effective of Non-Pavment of Assessmenr .......................................................... 11 Section 4.10 Lien to Secure Pavment of Assessments ........................................................... 1 1 Section 4.11 Sumension for Non-Pawent of Assessment ................................................... 12 Section 4.12 Reserves for Replacement ................................................................................. 12 Section 4.13 Certain Areas Exem~t ........................................................................................ 12

AFCITCLE 5 .......................................................................................................................................... 13 Section 5.1 Intent of Provisions .............................................................................................. 13 . . Section 5.2 Monsapee's Non-Llab1lii-y ................................................................................... 13 Section 5.3 Mortgagee's Riehrs Durine Foreclosure ..... : ........................................................ 13

............................................................................................ Section 5.4 Morteagee as Owner 13 ............ Section 5.5 Mongasee's Title Free and Clear of Liens .................................. ...-... 1 3

Section 5.6 Survival of Assessment Obli~ation ..................................................................... 13 ................ &ction 5.7 Subordination of Assessment Liens ................................................... 13

"'&W %I CCRS

ARTICLE 6 ......................................................................................................................................... 14 Section 6.1 AurhoriLed Uses ................................................................................................... 14

........................................... . . Section 6.2 A ~ ~ m v a l of Buildinfi and Clearine Plans Required 14 ............................................................................................. Section 6.3 Leasine Resnictions 14

.. 1 ................................................................................................................ Section 6.4 Animals 14 Section 6.5 Commercial Uses ................................................................................................. 15

........................................................................................... Section 6.6 Trailers and Campers 15 Section 6.7 Refuse and Recycling .......................................................................................... 15 Section 6.8 UndergTound .......................................................................................... 15 Section 6.9 Minin~ Prohibited ................................................................................................ 16 Section 6 . 1 0 k ................................................................................................................... 16 Section 6.1 1 No Obstruction of Easements ............................................................................ 16 Section 6.12 Antennae ............................................................................................................. 16 Section 6.13 Wells and Seotic Tanks ..................................................................................... 16 . . . . Section 6.14 Owners' Maintenance Resoonslb~l~nes .............................................................. 16 Section 6.15 Wewons ......................................... , .................................................................. 17 Section 6.16 Sales and Construction Facilities ... : : ............................................. 17 .....................

. Section 6.17 Nuisances Prohibited ......................................................................................... 17 Section 6.1 8 Relief h r n Certain Provisions ......................................................................... 17 Section 6.19 Motorcvcles and ATV's ........................................ ...................................... 17

......................................................................................................................................... ARTICLE 7 17 Section 7.1. 'IitIe to Common Areas and Parklands ........................................................... 17

..................................................................................... Section 7.2 (3wners' Common Riehts 18

. . Section 7.3 Maintenance of Common Areas ..................................................................... 18 ............................................................................................ Section 7.4 Association Services 18

................................................. Section 7.5 Descriution of Native Growth Protection Areas 19 Section 7.6 Prohibitions Within Native Growth Protection Areas ........................................ 20 Section 7.7 Pruning and Vegetation Removal in Native Growth Protection Area ................ 20

................................................................ ........................................................................ MZ-nCLE 8 : 21 .......................................... ................................................... Section 8.1 hm-ance Coveme 1

Section 8.2 Casualtv Losses ................................................................................................... 22 ...................................................................................................... Section 8.3 Condemnation 22

......................................................................................................................................... i4-Rl-ICI.E 9 22 Section 9.1 Ri A t to Enforce ................................................................................................... 22 . .. ...................................................................................... Section 9.2 Remedies CumuIative i 2 . Section 9.3 Covenants Runnine with the Land ..................................................................... 2

....................................................................................................................................... Mu-rCLE 10 22 77 Section 10.1 Ammdment by Declarant or Association ...........................................................

< ' ' '1006: 1213r96 _iii_ . I J R m A L F O ~ ~ ~ ~ ~ v ~ ~ ~ ~ ~ ~

XI 2t2m 96I~0018

AKI'ICLE 10 ................................................... Section 10.1 Amendment by Declarar

Section 10.2 Effective Dare .................................................................................................... 23

3' ARTICLE 11 ................................................................................... ...................................................... 3

Section 1 1.1 .................................................................................................................. 23 Section 11.2 Transfer of Cenain Utilities. Utility Rmair Easement ...................................... 23 Section 1 1.3 Non-Waiver ........................................................................................................ 23 Section 1 1.4 Anornevs' Fees ................................................................................................... 23

........ Section 11.5 No Abandonment of Oblieation ........................................................................ 24 Section 1 1.6 Interoretation .................................................................................................... 24 Section 11.7 severability ...................................... : ........... 24 Section 11.8 Notices ................................................................................................................ 24 . . . Section 1 1.9 Limited Llabll~ty ................................................................................................ 24 Section 11.10 Use of Name "Silver Creek" ......................................................................... 24 Section 1 1.1 1 Com~utation of T i e ....................................................................................... 25 Section 11.12'A~olicable Law ................................................................................................ 25

DECLARATIONOF COVENANTS, CONDITIONS,RESTRlCTIONS AND

I EASEMENTS FOR SILVER CREEK

THIS DECLARATION is made on this 6th day of December , 1996, by RAINLER I

VISTA L.L.C, a Delaware limited liability company ("Declarant"), the owner of c e k real , r

property siruated in the County of Pierce, State of Washington, commonly known as Silver Creek, as more particularly described on Exhibit A, which is attached hereto and by this reference - incorporated herein. c

r DESCRIPTION OF DECLARATION C

Declarant plans to create in Silver Creek, as hereinafter defined, a planned communiQ' with residential, retail and commercial uses, s e ~ c e s and facilities, as well as other public and private uses, services and facilities. Declarant also desires to create permanent open space areas and other common facilities for the benefit of the Silver Creek community, to provide for the preservation of Silver Creek's natural amenities in Silver Creek and to provide for the maintenance of open Spaces and other common facilities.

This Declaration establishes a plan for the private ownership of lots and buildings conshucted thereon, for the dedication of certain areas to Pierce County and other municipal corporations and for the beneficial ownership through a non-profit corporation of all the remaining land and related easements, hereafter defmed and referred to as the "Common Areas". That Don- profit corporation is SILVER CREEK ASSOCIATION, hereafter referred to and defined as h e "Association", to which shall be delegated and assigned the duties and powers of mainraining and administering the Common Areas and facilities and administering and enforcing the covenants, conditions and restrictions and collecting and disbursing the assessments and other charges hereinafter created, subject to the terms of this Declaration.

This Declaration contemplates a plan for the phased development of Silver Creek pursuant to Declarant'sMaster Plan, as hereafterreferenced and defined, so that the Silver Creek community may grow in an orderly fashion under a rational scheme of development. The Declararion further establishes the right and power of the Association to levy general and special assessments on each Owner, as hereafterreferred to and defmed, in order to finance the construction and maintenanceof improvements to the Common Areas and facilities, and in order to effectuate the powers and duties of the Association, as described herein. The Declaration further establishes cerrain restrictions on the various uses and activities that may be permitted in Silver Creek and further establishes the right of the Association to promulgate rules and regulations which may further define and l i t permissible uses and activities, consistent with the provisions of this Declaration.

NOW, THEREFORE, Declarant hereby covenants, agrees and declares that all of Silver Creek, as defined herein, and the buildings, structures and other improvements hereafter . constructed thereon are, and wll be, held, used, sold, conveyed, leased and encumbered subject to and burdened by the following covenants, conditions, resmctlons and easements, all of which are for the PurlJose of enhancing and protecting the value, desirability and artracnveness of Silver

24 14006 12D/96 . I . MCOUR~BALFOUR\SIL~ERCREEK

21 $k@5 96 1 22400 I 8

Creek for the benefit of the Owners thereof, their hem, successors, grantees and assigns. All of h e provisions of this Declaration shall be binding upon dl parties havlng or acqunng any nghr, urle or interest in Silver Creek or any part thereof, and shall inure to the benefit of the Owners thereof and to the benefit of the Association and are ~ntended to be, and shall m all respects be regarded as, covenants d g with the land.

ARTICLE 1 DEFINITIONS

Section 1.1 "Apartment Building" shall mean and refer to a building on one or more Lots owned by a person or entity, consisting of two or more anached residential living units under one roof, but excluding CondominiumUnits.

Section 1.2 "ArchiIecIural Control Committee" shall mean and refer to the ~ r c h i r e c d Control Committee as formed pursuant to, and described in, this Declaration.

Section 1.3 "Association" shall mean and refer to the Silver Creek Association, a Washington not-for-profi~corporation, its successors and assigns.

Section 1.4 "Association Action" shall mean and refer to a wrinen corporate action of the Associationin the form of bylaws or resolutionduly adopted by either the Board or the Owners.

Section 1.5 "Board" shall mean and referto the board of directors of the A ~ S O C ~ ~ U O ~ .

Section 1.6 "Commercial Lot" shall mean and refer to any Lot that is designared for commercial use on Exhibit B or on any final plat, binding site plan or orher recorded document creating a Phase.

Section 1.7 "Common Areas" shall mean and refer to all real properry that 1s owned or leased by the Association,for so long a s it is leased or owned, or that is designated by Declarant for future ownership by the Association on a final plat, binding site plan or other recorded document creating a Phase, including without limitation open space areas and improvemenu thereon, recreational and athletic facilities, pedestrian and equestrian trails, bicycle paths, lakes, ponds, wetlands, buffers, marshes, parking areas, entry areas, bus stops, monumentation and signs, landscaping and other areas available for common use and enjoyrnenr by members of the Association, and ingation, sewer, water, storm drainage, s tom detention and other utility systems located on or in the Common Areas or between the Common Areas and the streets or on or in other public or utility easements. Once dedicated to a governmental enrity, land shall cease to be Common Area and subject to this Declaration.

Section 1.8 "Condominium" shall mean and refer to any Living Unit created in a declaration filed pursuant to the Horizontal Properry Regimes Act, RCW Ch. 64.32, or any successor statute, including without limitation such units located in duplexes, fourplexes and other multi-dwelling-unitbuildings, and any building composed of such units, if the conrexr shall require.

Section 1.9 "Declarant" shall mean and refer to Rainier Visu L.L.C., a Delaware lirniled liability company, its successors and assigns, if such successors or assigns should acquire all or substantially all of the then-undeveloped Parcels of Silver Creek from Declaranr for the purpose of development (excluding Participarion Builders); provided, however, that no successor or assign of Declarant shall have any rights or obligations of Declarant hereunder unless such rights and I

obligations are specifically set forth in the instrument of ~uccession or assignment or other recorded I in-ent or passed by operation of law. Certain rights and obligations of Declaranr, as set forth herein, shall cease at the end of the Development Period. c

C

Section 1.10 "Declaration" shall mean and refer to this instrument, as the same may be P

supplemented or amended from time to time. C

Section 1.1 1 "Development Period" shall mean and refer to that period of time beginning on the date of this Declaration and ending whenever any of the following ftrst occurs: (i) j 0 years from the date hereof; or (ii) at such time as Declarant has transferred title to residenual owners ninety-five percent (95%) of the Single Family Lots; or (iii) written notice from Declarant to the Associationin which Declarant elects to terminate the Development Period.

Section 1.12 "Gorierning Documents" shall mean and refer to this Declaration, Supplementary Declarations and the Articles of Incorporation and Bylaws of the Associarion, as any of the foregoing may be amended from time to time.

Section 1.13 "Living Unit" shall mean and refer to a building or structure or any POrtlOn thereof situated in Silver Creek that is designed and intended for use and occupancy as a residence by a Single Family, including attached or detached houses, Condominiums and units within

) Apartment Buildings and the appurtenant landscaping, fences, garages, driveways or parking areas occupying any Lot on which a Living Unit is siruated. If a Living Unit shall be deemed to encompass the underlying Lot, as well, but the definition shall not include any Lor on which a Living Unit has not yet received a certificate of occupancy or analogous cerfificare from the applicable governmental authority.

Section 1 .I4 "Lot" shall mean and refer to any legally segmented and alienable portionof Silver Creek created after the date of this Declaration (and including Lots in the Plat of Silver Creek, whether or not such plat is recorded after the date of this Declaration), through subdivision, short subdivision, binding site plan approval or any other legal process for dividing land, with the exception of srreets and other public areas and Common Areas.

Section 1.15 "Master Plan" shall mean and refer to the total general scheme of intended uses of Silver Creek as approved by Pierce County, the present version of which is illustrated in Exhibit B attached hereto, which exhibit is incorporated herein by this reference as if fully set forth, and as further defined in Article 2. If the Master Plan is amended, this definition shall refer to the most current version thereof.

Section 1.16 "Mortgage" shall mean and refer to any recorded mortgage or deed of uus1 encumbering one or more of the Lots or Living Units. "First Mortgage" shall mean

2414\006'12/3/96 -3- CCRS MCOUR~ALFOUR\SILVERCREEK

96 122400 18

Mortgage with prioriry over other Mortgages. "Mortgages" shall mean and refer to the holder or beneficiary of any Mortgage and shall not be limited ro Insritutional Mongagezs. As used herein, the term "Institutional Mortgagee" or "Institutional Holder" shall include banks, msr companies, insurance companies, mortgage companies, mortgage insurance companies, savings and loan associations,trtSfS, mutual savings banks, credit unions, pension h d s , Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), all corporadons and any agency or department of the United States Government or of any sure or municipal government.

Secrion 1.17 "Multi-Family Lot" shall mean and refer to any Lot designaxed for mulu- family use on Exhibit B or on any final plat, binding site plan or other recorded documenr creating a Phase.

Section 1.1 8 "Native Growth Protection Area" shall mean and refer to an area in a LOT or Common Area designated on a final plat, short plat, binding site plan or other analogous recorded plan or map creating a Phase, in which the removal of trees and significantnarural ground cover, as well as the conduct of other activities, are restricted pursuant to the provisions of Arricle 7 herein or in such other recorded document.

i

Section 1.19 "Owner" shall mean and refer to the record owner (whether one or more \ t ~ ' - ' i persons or entities) of a fee interest in any Lot or Living Unit, including Participaring Builders, butrijS\b

excluding Mortgagees or other persons or entities having such interest merely as security for theft performance of an obligation. Purchasers or assignees under recorded real estate conrracts shall be deemed Owners as against their respective sellers or assignors.

I Section 1.20 "Parcel" shall mean and refer to any porrion of Silver Creek nor yet included within a Phase.

Section1.21 "Participating Builder" shall mean and refer to a person or endry that acquires a portion of Silver Creek for rhe purpose of improving such portion in accordance with rhe Master Plan for resale to Owners or lease to tenants.

Section 1.22 "Phase" shall mean and refer to any portion of Silver Creek that is segregated by Declarant's filing of a final plat, short plat, binding sire plan, condominium declaration or other analogous recorded plan, map or document that creates Lots, Living Units or Common Areas.

Section 1.23 "Silver Creek" shall mean and refer to that certain real property described on Exhibit A attached hereto, and such additions thereto as may hereafter be brought within the terms and conditionshereof, in accordance with Article 2 of this Declaration.

Section 1.24 "Single Family" shall mean and refer to a single housekeeping unit that includes not more than 4 adults who are legally unrelated.

Section 1.25 "Single Family Lot" shall mean and refer to any lot designated for Single Family residential use on Exhibit B or to any final plat, binding sire plan or other recorded document creating a Phase.

Section 1.26 "Supplementary Declaration" shall mean and refer to my recorded declaration of covenants, condtions and restrictions which exrends the provisions of rhis , Declaration to a Phase or which contains such complementary or supplementary provisions for a 1

Phase as are deemed appropriate by Dfclarant. , +.. i ! : &d i,,.." \.:!:.[ " . )hin. .~, LA8..bVj , ,. C .

ARTICLE 2 P

MASTERPLAN AND ADDITIONS - Section2.1 The Master Plan. The Maser Plan, the present version of which is

illustrated on Exhibit B, is Declarant's design for the phased development of Silver Creek as a community and may be modified and amended by Declarant fiom time to time as provided herein during the period of years required to develop the Silver Creek community. Because the Master Plan is necessarily an evolving design, and because Silver Creek will be developed in Phases, the Master Plan shall not bind Declarant to make any of the additions to Silver Creek that are shown on Lhe Master Plan or to improve any portion of such lands in accordance with the Master Plan unless and until a Supplementary Declaration is filed of record by the Declarant for a Phase of Silver Creek subjecting it to this Declaration.

Section2.2 Additions and Amendments During the Development Period Declarant reserves the right to add to or amend the Master Plan and this Declaration. Such additions or amendments shall be effectuated by (1) giving notice of the proposed changes to the Associauon; (2) securing any necessary approval of Pierce County or any successor governmental entity with jurisdiction over the Silver Creek Property of any proposed addition or amendment; and (3) securing any necessary approval of any federal mortgage agency.

ARTICLE 3 SILVER CREEK ASSOCIATION

Section3.1 Descri~tion of Association The Association is a non-profit corporation organized and existing under the laws of the State of Washington charged with the duties and vested with the powers prescribed by law and set forth in the Governing Documents, as they may be amended from time to time; provided, however, that no Governing Docunienr other than this Declaration shall for any reason be amended or otherwise changed or interpreted so as 10 be inconsistent with this Declaration.

Section3.2 AssociationBoard Declarant shall within ninety (90) days of execution of this Declaration, select an initial Board of not fewer than three (3) persons who need not be (3wners. The initial Board shall have the full authority and all rights, responsibilities, privileges and duties to manage the Association under the Goveming Documents and shall be subject to all provisions of the Goveming Documents. The term of the initial directorsof the Board shall expire,

--.- .-.? ., - ,.-..,__-. ;._,...- . .*,. . .. . -. . at the first m n u d meeting of the Association following their gpfloinunent by Declarant. T h e ~ o k d X...... ;, .- - - - - _ - - , ,C._.__._.__ - -

, 24 14\006: 120196 .j. 96 1 . 2.1 20005 CCRS

MCOUR~BALFOUR\SILVERCREEK 96 122400 18

shall elecr officers of the Association from among the Board members, which shall include a president who shall preside over meetings of the Board and meetings of the Associarion.

, . .,,

Section 3.3 Association Membershia Every person or enrity who is an Owner shall by reason thereof be a member of the Association. Such membership shall be appurtenant to and held and owned in the same manner as the beneficiary fee interest in the Lor or Living Unir to which ir relates. Membership shall not be separated from ownershp of the Lor or Living Unir to whch ir relates; provided, however, that any Owner may delegate his rights of membership in h e Association and rights of enjoyment in the Common Area to the members of his family and to his tenants occupying a Living Unit.

Section 3.4 Votes Aopurtenant to Living Unlts. Every Owner shall be entided to cast one vote in the Association for each Lot or Living Unit owned. For any unimproved Lot on which more than one Living Unit is authorized by Pierce County (such as Lots zoned for Apamenr Buildings), the Owner thereof shall be entitled to cast one vote for each L~ving Unit authorized thereon; but if fewer Living Umrs are actually consmctedthereon than the number authorized, the Owner thereof shall, after the date of the certificate of occupancy, be entitled to cast only one vote for each Living Unit actually constructed on such Lot. A vote shall be appurtenant to and held and owned in the same manner as the beneficiary fee interest in the Lot or Living Unit ro which it relaxes. A vote shall nor be separated from ownership of the Lot or Living Umt to which it relates; provided, however, that when more than one entity holds the beneficiary fee interesr in any Lot or Living Unit, the vote therefore shall be cast as the Owners among rhemselves determine, but in no event shall more than one vote be cast with respect to any Living Unit; and if the several Ownen of a Lot or Living Unit are unable to agree as to the casting of the11 vote, such vote shall not be counted. When a single enrity owns more than one Lot or Living Unit, each vore may be cast separately.

Section3.5 Total Number of Votes: Adjusment The rota1 voting power of rhe Association shall be the aggregate number of votes equal to:

(a) four (4) times the number of Single Family Lots authorized for Silver Creek (with twelve hundred (1,200) authorized Single Family Lots), for a t o d of four thousand eight hundred (4,800) votes;

(b) one (1) times the number of Living Units either existing or authorized for the Multi-Family Lots (with twelve hundred (1,200) Living Units authorized for the Multi-Family Lots), for a total of twelve hundred (1,200) votes (provided if fewer Living Units are actually constructed on a Multi-Family Lot than the county authorized, then the Owner thereof, after the issuance of the certificate of occupancy (or other governmental approval and authority to occupy) for such Living Units, shall be entitled to cast only one (1) vore for each Living Unit actually constructed therein); and

(c) one (1) vote for each three hundred (300) square feet of developable improved space allocated to the Commercial Lots under Section 3.5.3 (with a total of three hundred

I thousand (300,000) square feet of developdble improved space presently authorized for the Commercial Lots), for a total of one thousand (1,000) votes.

I At present the total number of votes is seven thousand (7,000) based on the number of Single Family Lots and Living Units on the Multiple-Family Lots authorized by Pierce Counb' and including approximately three hundred thousand (300,000) square feet of developable improved space within the Commercial Lots. If additional Single Family Lots or Living Units on Multiple- Family Lots are authorized by Pierce County for the Property at any time during the Development Period or if the total square feet of developable improved space within Commercial Lots is increased or decreased, the number of votes in the Association shall be readjusted at such time to reflect the increased number of Single Family Lots, Living Units on Multiple-Family Lots or the change in total square feet of developable improved space within Commercial Lots, and Declaranr shall be entitled to cast all such votes, less the number of votes allocated to a Lot or Living Unit owned by an Owner other than Declarant. At the end of the Development Period, the number of votes in the Associationshall be readjusted to equal the number of votes determined as provided in this Sec'tion 3.5 based on the number of Living Units actually constructed on Multiple-Family Lots in Silver Creek to that date, the number of Single Family Lots authorized by Pierce County for the Property and the total square feet of developable improved space allocated ro the Commercial Lo=. Thereafter, Declarant shall be entitled to cast votes only for Lots or Living Units then owned by Declarant. If, after the end of the Development Period, additional Single Family Lors are planed, Living Units on Multiple-Famiiy Lots constructed or the total square feet of developable improved space within Commercial Lots adjusted from time to time, the number of votes in the Association shall similarly be readjusted from time to time. .

Section3.6 Votes Per Lot or Livine Unit

3.6.1 Single Family Lots. Every Owner of a Single Family Lot shall be entitled to cast four (4) votes in the Association for each Lot owned.

3.6.2 Multivle-Family Lots. For any unimproved ~ul t i~ le -Fami ly Lot, the Owner thereof shall be entitled to cast one (1) vote in the Association for each Living Unit authorized thereon. If fewer Living Units are actually constructed thereon than the number authorized, the Owner thereof, after the date of issuance of the certificate of occupancy (or other governmental completion approval and authority to occupy) for such Living Units, shall be entitled to cast only one (1) vote for each Living Unit actually consmctedon such Multiple-FamilyLot.

3.6.3 Commercial Lots. Every Owner of a Commercial Lot shall be entitled to cast votes in the Associationin the following amounts:

Commercial Allocated Square Feet of Total Parcel - Developable Irnvroved Svace - Votes

Western Eastem

:; 8

CCRS

The two ( 2 ) Commercial Lots identified above are described and depicted on Exhiblr C anached hereto.

f Secrion3.7 Owner's Comvliance with Governing Documents By accepmce of a deed

to a Lot or Living Unit, execution of a contract therefor, or any other means of acquisition of an I

ownership interest, whether or not it shall be so expressed in any such deed or other i n s m e n r , rhe Owner thereof covenants and agrees thereby, on behalf of himself and h s heirs, successors and assigns, to observe and comply with all terms of the Governing Documenrs of the Association, and (

all rules and regulations duly promulgatedpursuant to Association Acrion. < 1

Section3.8 Rules and Regulations The Associationshall have the power ro adopr from time to time by Association Action and to enforce rules and regulations governing the use of Silver Creek, in addition to the use resmctionscontained in this Declarationand whether or not expressly contemplated herein, provided that such rules and regulations shail not be inconsistent wirh rhis Declaration. The rules and regulations may not discriminate among Owners. The Associauonmay prescribe penalties for the violation of such rules and regulations, including bur nor lirnired to suspension of the right to use the Common Areas or portions thereof. Any such d e s and regulations shall become effective thirty (30) days after promulgation or amendment and shall be mailed to all Owners within thirty (30) days after promulgation or amendment. A copy of the rules and regulations then in force shall be retained by the secretary of the Associarion and shall be available for inspection by any Owner during reasonable business hours. Such rules shall have the same force and effect as if set forth herein.

Section3.9 Architectural Control Committee Declarant shall establish and continuously maintain an Architectural Control Committee composed of b e e or more representativesappointed by Declarant, to review and approve or disapprove the details and wriaen plans and specifications showing, inter alia, the nature, kind, shape, height, marerials, colors and location of proposed Living Units, buildings, fences, walls or other suucmes, exterior additions to or changes or alterationstherein, clearing or excavation of all Lots, or planring, pruning, cutting and m n g of trees and other vegetation within Silver Creek. Declaranr shall have the power to adopt ftom time to time, and to enforce design guidelines, criteria and procedures governing the Architecmal Control Committee and the Owners' compliance with the provisions of Section 6.2 hereof. Upon the expiration of the Development Period the Association shall have the aurhority 10

select members of the Architectural Control Committee. The ArchitecturaI Conrrol Committee may require Owners to reimburse it for its expenses in comecrion with a requested approval or action.

ARTICLE 4 ASSOCIATION BUDGET, ASSESSMENTS AND LIENS

Section4.1 Owner's Covenant to Pay Assessments By acceptance of a deed ro a Lo1 or Living Unit, execution of a contract therefor, or any other means of acquisition of an ownership inrerest, whether or not it shall be so expressed in any such deed or other instrumenr, the Owner thereof covenants and agrees thereby, on behalf of himself and his heirs, successors and assigns, to pay the Association, in advance, all general and special assessmentslevied as provided herein.

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Section 4.2 Association Budget The Association shall prepare, or cause the preparation of, an operating budget for the Association at least annually, in accordance with generally accepted accountingprinciples. The operating budget shall set forth all sums required by the ~ssociation, as esdmated by the Association, to meet its annual costs and expenses, including, but not limited to, all management and administration costs, operating and maintenance expenses of the Common I Areas, and senices finished to or in connection with the Common Areas, including the amounr of all taxes and assessments levied against, and the cost of liability and other insurance on, the I

Common Areas and including charges for any senices -shed by or to the Association; the cost of utilities and other services; and the cost of-funding all reserves established by the Associarion, (

including a general operating reserve and a reserve for replacements. The funds required to meet c C

the Association's annual expenses shall be raised from a general assessment against each Owner - and Living Unit as provided hereafter. The Association may revise the operating budget after irs preparation at any time and from time to time; as it deems necessary or advisable in order to rake into account and d e h y additional costs and expenses of the Association.

Section4.3 Levy of General Assessment In order to meet the cosrs and expenses projected in its operating budget, the Association shall by Association Action determine and levy in advance on every Owner a,general assessment, which shall be allocated among the Ownen of the various Lots and Living Units as provided in this Section 4.3.

4.3.1 Commercial Lots. Each Commercial Lot shall be assessed that portion of the total general assessment which is equal to a fraction, the numerator of which is h e total number of Association votes allocated to such Commercial Lot by this Declaration and the denominator of which is the total number of Association votes for all Lots for which the liability for

/ \ assessments has commenced pursuant to Section 4.6.

4.3.2 Multivle-Familv Lots. Each Multiple-Family Lot shall be assessed that portion of the total general assessment which is equal to a fraction, the numerator of which is the total number of Associationvotes allocated to such Multiple-Family Lot by this Declaration and the denominator of which is the total number of Association votes for all Lots for which the liability for assessments has cornmencedpursuant to Section 4.6; provided, however, that the initid amual general assessment against a Multiple-Family Lot shall not exceed the lesser of Seventy Five Dollars ($75) or sixty percent (60%) of the initial annual general assessment imposed on Single Family Lots for each Living Unit aurhorized on such Multiple-Family Lot.

4.3.3 Sinale Family Lots. Each Single Family Lot shall be assessed that portion of the total general assessment which is equal to a fraction, the numerator of which is four (4) and the denominator of which is the total number of Association votes for all Associationvotes for all Lots for which the liability for assessments has commencedpursuant to Section 4.6.

4.3.4 Pavments to Declarant Until the expiration of the Development Period, six percent (6%) of the total general assessment shall be allocated and paid to Declarant for management services provided to the Associatjon by Declarant or by a professional management

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firm. Such allocation of funds to the Declarant shall cease upon expiration of rhe Development Period.

4.3.5 Fixing Assessment The Association shall make reasonable effons to determine the amount of the general assessment payable by each Owner for an assessment period at least thirry (30) days in advance of the beginning of such period and shall at that time prepare a roster of the Owners and the general assessment allocated to each, which shall be kept in the office of the Association and shall be open to inspection by any Owner upon reasonable notice to the Associarion. Notice of the general assessment shall thereupon be sent to each Owner; provided, however, that notification to an Owner of the amount of an assessmenr shall nor be a condirion precedent to the validity thereof. The failure of the Association, before the expirauon of any assessment period, to fix the amount of the general assessment hereunder for that or the next period, shall not be deemed a waiver or modificarion in any respecr of the provisions of this Arricle or a release of any Owner fi-om the obligation to pay the general assessment, or any installment thereof, for that or any subsequent assessmenr period, but the general assessmenr fixed for the preceding period shall continue until a new assessment is fixed. Upon any revision by the Associauon of the operating budget during the assessment period for which such budget was prepared, the Association if necessary shall revise the general assessment levied against the Owners and the Lots and give notice of the same in the same manner as the initial levy of a general assessment for an assessmenr period.

Section 4.4 Pavment of General Assessment Installments of general assessmenrs may be collected on a monthly, quarterly, semi-annual or annual basis as determined by the Associauon. Any Owner may prepay one (1) or more installments on any assessment levied by the Associauon without premium or penalty. The Association may provide for automatic payment of assessments through credit card payment programs or other similar anangementswith Owners.

Section4.5 Nondiscriminatory Assessment Except as provided in Sections 4.3 and 6.14 hereof, no assessment shall be made at any time which may unreasonably discriminare against any particular Owner or group of Owners in favor of other Owners. However, a special assessment may be made against a particular Owner by a majority vote of the Board or other Associauon committee to which such oversight responsibility has been delegated, in the event that, afier notice from the Association of failing to maintain an Owner's Lot or Living Unit in a condition comparable to the other Lots or Living Units in Silver Creek has been given to the Owner thereof, the Association elects to expend fimds to bring such,Owner's Lot or Living Unit up to such comparable condirion.

Section 4.6 commencement of Assessments

4.6.1 Sinele Family Lots. Liability of an Owner of a Single ~ & i l y Lot for assessments shall commence upon conveyance of such Single Family Lot by Declarant to a third Party. The Association may in its rules and regulations provide for an adrninisuatively ' convenient date for commencement of assessments that is not more than ninety (90) days after the effective date established above.

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4.6.2 Commercial Lots: Multiule-FamilvLots. Liabiliry of an Owner of a Commercial Lot for assessments shall commence upon conveyance of such Commercial Lo1 by Declarant to a third party. Liability of an Owner of a Multiple-Family Lot for assessmenu shall commence upon approval of the initial assessment by Associauon Action. The Associationmay in. i ts rules and regulations provide for an administratively convenient date for commencement of assessmentsthat is not more than ninety (90) days afier the effecrive dare esrablished above. 1

Section 4.7 Special Assessmenrs In addition to the general assessments aurhorized by this Article, the Associarion by Association Action may levy a special assessment or assessments at any time against Lots and Living Units then subject to assessments, applicable to that year only, for the purpose of defraying, in whole or in pan, the cost of any consuuction or recomction, inordinate repair, or replacement of a described capital improvementlocated upon or forming a pan of the Common Areas, including necessary fixtures and personal property related thereto, or for such other purposes as the Associationmay consider appropriate; provided, however, that any such special assessment must have the prior favomble vote of Owners representing two-thirds (213) of the total votes of the Association. The amount of each pwner's special assessment for any year shall be the total special assessment for such year, as apportionedin accordancewith the provisions of Section 4.3. The due dates of any special assessment payments shall be fixed by the Association Action authorizing such special assessment.

Section 4.8 Certificates of Assessment Pamenr Upon request, the Board shall furnish written certificates certifying the extent to which assessment Davmenrs orra specified Lot or Living . - - Unit are paid and current to the date stated therein. Issuance if such cerrificaiesshall be conclusive evidence of payment of any assessments therein declared to have been paid. A reasonable charge may be made by the Associationfor the issuance ofsuch certificate.

/ 1 Section 4.9 Effective of Non-Payment of Assessment If any assessment payment is nor

made in full within thirty (30) days after it was first due and payable, the unpaid amounrs shall constitutes lien against the Lot or Living Unit assessed and shall bear interest from such due date at a rate not to exceed the highest rate then permitted by law. By acceptance of a deed to a Lot or. Living Unit, execution of a contract therefor, or any other means of acquisition of an ownership interest, and whether or not it shall be so expressed in any such deed or other insmunenr, each Owner shall be deemed to grant thereby to the Association, its agenrs and employees, and to' Declarant during the Development Period, the &ht and power to bring all actions against such Owner personally for the collection of such assessments a debr, together with reasonable attorneys' fees related thereto and to enforce the liens created by this Declamtion in favor of the Association by foreclosureof the continuing liens in the same form of action as is then provided for the foreclosure of a mortgage on real property. The liens provided for in this Declaration shall be for the benefit of the Association as a corporate enrity, and the Association shall have the pbwer to bid in at any lien foceclos&e sale and to acquire, hold, lease, mortgage and convey the Lot or Living Unit foreclosedagainst.

Section 4.10 Lien to Secure Pavment of Assessments Declarant hereby creates in the Association perpetually the power to create a lien in favor of the Association against each Lot and Living Unit, to secure to the Association the payment to it of all assessments, interest, costs and

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artorneys' fees; and Declarant hereby subjecrs all Lots and Living Units per~erually to such power of the Association. Such lien shall arise in accordance with the terms of rhis Declararion wirh0ur the necessity of any further action by the Association, and any such lien when created, shall be a security interest in the name of a mortgage in favor of the Association. Such lien shall become a continuing lien in the amount stated in the assessment from the time of the assessment, but expiring prorata as the assessment payments are made, and shall also be the personal obligation of the person or entity that is the Owner of the Lot or Living Unit at the time of the assessment. The personal obligation to pay a prior assessment shall not pass to successors in interest unless expressly assumed by them; provided, however, that in the case of a sale or contract for rhe sale of any Lor or Living Unit which is charged with the payment of an assessment, the person or entity who is the Owner immediately prior to the dare of such sale shall be personally liable for the amounts of the monthly installments becoming due on or afrer such date. The foregoing limitation on rhe durationof the personal obligationof an Owner to pay assessments shall not, however, affect the validity or duration of the continuing lien for unpaid assessments against the respective Lot or Living Units. :.,-..'. , - ,

!., : i 6 . , ; . , ..., : . : > , - . . : , , ; , . ) . - , Section 4.1 1 Suspension for Non-Payment of Assessment If an Owner shall be in arrears

in the payment of any assessment due, or shall othenvise be in default of the performance of any terms of the Governing Documents of the Association for a period of thlrry (30) days, said Owner's voting rights shall, without the necessity of any further action by the Association, be suspended (except as against foreclosing secured parties) and shall remain suspended until all payments, including interest thereon, are brought current and any other default is remedied. No Owner is relieved of liability for assessments by non-use of the Common Areas or by abandonment of a Lot or Living Unit.

Section4.12 Reserves for Replacement As a common expense, the Association shall establish and maintain a reserve fund for replacement of the Common Areas and any improvemenrs and community facilities thereon by the allocation and payment monthly to such reserve fund of an amount to be designated from time.to time by the Association. Such fund shall either be deposited with a banking institution, the accounts of which are insured by any state or by any agency of the United States of America or, in the discretion of the Association, be invested in obligations of, or fully guaranteed as to principal by, the United States of America. The reserve fund shall be expended only for the purpose of affecting the replacemenr of the Common Areas and any improvements and community facilities thereon, major repairs to any sidewalks, parking areas or pathways developed as a part of Silver Creek, equipment replacement and for sum-up expenses and operating contingencies of a nonrecurring name. The Associarion may establish such other reserves for such other purposes as it may from time to time consider to be necessary or appropriate. The proportional interest of any Owner in any such reserves shall be considered an appmenance of his Lot or Living Unit and shall not be separately withdrawn, assigned or transferred or otherwise separated from the Lot or Living Unit to which it appertains and shall be deemed to be transferred with such Lot or Living Unit.

Section4.13 Certain Areas Exempt The Common Areas, all Parcels and all portions of Silver Creek dedicated to and accepted by a public authority or other charitable or non-profit

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organization exempt from taxation under the laws of the Stare of Washngton, shall be exempt from assessments by the Association.

ARTICLE 5 SUBORDINATION OF LIENS

Section 5.1 Intent of Provisions The provisions of this Article 5 apply for the benefit of each Mongagee that lends money for purposes of consmction or to secure rhe payment of the purchase price of a Lot or Living Unit.

Section 5.2 Mortgagee's Non-Liability The holder of a Mortgage shall not, by reason of its security interest only, be liable for the payment of any assessmenr or charge, nor for the observance or performance of any covenant or resmction, excepting only those enforceable by equitable relief and not requiring the payment of money, and except as hereafterprovided.

Section 5.3 Mortgagee's Rights During Foreclosure During the pendency of any proceeding to foreclose a Mortgage, including any period of redemption, the holder of the Mortgage, or the receiver, if any, may exercise any or all of the rights and privileges of the Owner of the encumbered Lot or. Living Unit, including but not limited to the right to vote in rhe kssociation to the exclusion . . of the Owner's exercise of such rights and privileges.

Section 5.4 Mort~agee as Owner. At such time as a Mortgagee shall become the record - owner of the Lot or Living Unit previously encumbered by the Mortgage, the Mortgagee shall be

subject to all of the terms and conditions of this Declamtion, including the obligation to pay for all assessments and charges in the same manner as any Owner.

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Section 5.5 Mortgagee's Title Free and Clear of Liens. A Mortgagee or other secured party acquiring title to a Lot or Living Unit through foreclosure, suit, deed of trust sale, deed in lieu of foreclosure or equivalent method, shall acquire title to the encumbered Lor or Living Unit free and clear of any lien authorized by or ansing out of the provisions of this Declarauon, insofar a s such lien secures the payment of any assessment or c k g e installment due bur unpaid before the final conclusion of any such proceeding, including the expkationdate of any period of redemption. The Association may treat any unpaid assessments against a Lot or Living Unit foreclosed against as a common expense in which case it shall prorate such unpaid assessments among the remaimrig Lots and Living Units, and each such remaining Lot and Living Unit shall be liable for its prorated share of such expenses in the same manner as for any other assessment.

Section5.6 Survival of Assessment Obligation After the foreclosure of a SecunV interest in a Lot or Living Unit, any unpaid assessments shall continue to exist and remain as a personal obligation of the Owner against whom the same was levied, and the Association shall use reasonable efforts to collect the same from such Owner.

Section 5.7 Subordination of Assessment Liens. The liens for assessments provlded for in this Declaration shall be subordinate to the lien of any Mortgage or other secunry interest placed upon a Lot or Living Unit as a construction loan security interest or as a purchase pnce secunry

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inreresr, and the Association will, upon demand, execure a wrinen subordinarion docurnenr 10

confirm the particular superior security interest. The sale or transfer of any Lor or Living Unir or any interest therein shall not affect the liens provided for in this Declararion except as otherwise specifically provided for herein, and in the case of a transfer of a Lor or Living Unit for purposes df realizing a security interest, liens shall arise against the Lot or Living Unit for any assessment payments coming due after the date of completion of foreclosure (including the expiration dare of any period of redemption).

ARTICLE 6 USE COVENANTS, CONDITIONS AND RESTRICTIONS

Section 6.1 Authorized Uses. Silver Creek shall be used solely for the uses authonzed in the Master Plan, as amended from time to time. Such uses may include, but are nor lirnired to, residential, retail and commercial uses, active and passive recreational uses and facilities, utility stations, public uses and facilities such as schools and fire stations, and other uses and facilities normally incidental to a master planned community, During the Development Period, no Lor or Living Unit shall be further subdivided without Declarant's prior wrinen approval. Thereafrer, no Lot or Living Unit shall be further subdivided without prior approval conferred by Association Action. ,

Section6.2 A D D ~ O V ~ of Building and Clearing Plans Reauired No Living Unit, building, fence, wall, animal enclosure or other suucrure shall be commenced, erected or maintained upon a Lot or any other portion of Silver Creek, nor shall any exterior addition to or change or alteration therein be made, nor shall a Lot be cleared or excavated for use, nor shall any tree of 8 inches or more diameter on any Lot, measured one foot above ground level, be cut, until after the details and wrinen plans and specifications showing the nature, kind, shape, height, materials, colors and location of the same shall have been submined to and approved m writing by the Architectural Control Committee assto the harmony of external design and location in relarion to surrounding structures, vegetation and topography. All improvements consrmcted on a Lot shall be built in accordance with applicablesetback requirements.

Section 6.3 Leasing Restrictions No Lot or Living Unit may be leased or rented by any p q for a period of fewer than thirty (30) days, nor shall less than the whole of any Lot or Living Unit be leased or rented. Each lease or rental agreement shall be in writing and shall by irs terns provide that it is subject in all respects to the provisions of the Governing Documents. Any failure by a lessee to comply with the terms of the Governing Documents shall be a default under the lease, whether or not it is so expressed therein. Other than the foregoing, there is no resmction on the right of any Owner ro lease his Lot or Living Unit.

Section 6.4 Animals No animals, livestock or poultry of any kind shall be raised, bred or kept; provided, however, that dogs, cats or other conventional household pets may be kept if hey are not kept, bred or maintained for any commercial purposes. No Lor shall have more than two (2) permitted animals. The owner of an animal must remove animal wastes from lawns and right of ways. NO dogs shall be allowed to run at large. No domestic per may be kept if it is a source of annoyance or a nuisance. The Association shall have the authority, in its sole discretion, to

determine whether a particular pet is a nuisance or a source of annoyance and such derermination shall be final and conclusive. Pets shall be anended at all times and shall be registered, licenses and

' . . . inoculated from time to time as required by law. When not confined to the Owner's Lot or Living Unit, pets within Silver Creek must be accompanied by a responsibleperson.

Section 6.5 Commercial Uses. No commercial enterpnse, including irinerant vendors shall be permitted on any Lot or in any Living Unit, except as such uses are specifically designated for certain retail and commercial areas of Silver Creek, in accordance with the approved Silver Creek Master Plan; provided, however, that the Association may permit specified home occupations to be conducted if allowed by law and if such occupation will not, in rhe reasonable judgment of the Association, cause traffic congestion or other disruprion of rhe Silver Creek community.

Section6.6 Trailers and C a m ~ e r s The Association may prohibit the storage within Silver Creek of all or any of the following: mobile homes, house nailers, campers, camp trucks, motor homes, boats, boat trailers, junk vehicles or any other similar machinery or equipment of any kind or character. The Association may, in its discretion, provide and maintain one or .more suitable areas designated for the parking and storage of such vehicles or the like ar one or more specified locations in ~ i i v k r Creek. If such an area is so provided, any of such vehicles.not prohibited by the Association shall be stored exclusively in such parking and storage area. However, an Owner may keep on or in a Lot or Living Unit such equipment and machineryas may be reasonable, customary and usual in connection with the use and maintenance of any Lot or Living Unit provided such equipment and machinery when not in use is screened from view from adjacent streets, Lots and Living Units in a manner approved by the Archirecrural Review Committee. The Association may keep such equipment and machinery as it may require in connection with the maintenance and operation of the Common Areas. Except for bona fide emergencies, the repair or extraordinary maintenance of automobiles or other vehicles shall nor be camed out in Silver Creek.

Section6.7 Refuse and Recvclinp No garbage, refuse, rubbish or recyclable materials shall be deposited or left on the Property unless placed in a suitable covered contaner; provided, however, that construction debris may be left on a Lot during the period of initial construction of improvementsthereon so long as and to the extent that it does create or present a health hazard or safety risk or violate applicable law. Trash, garbage and recycling containers shall not be permitted To remain in public view except on days of trash or recycling collection. No incinerator shall be kept or maintained, and no burning of any trash, r e b e or scrap of any kind shall be permined on the Property.

Section 6.8 Underground Utilities Except for easements existing as of the date of this Declaration,and hoses and the like which are reasonably necessary in connection with normal lawn maintenance, no water pipe, sewer pipe, gas pipe, drainage pipe, telephone, power or television cable, or similar transmissionline on the Property shall be installed or maintained above the surface of the ground.

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Section 6.9 Minine. Prohibited No ponion of the Properry shall be used for the purpose of boring, mining, quarrying or exploring for or removing oil or other hydrocarbons, minerals, ,gavel or earth.

' , Section 6.10 &. Except for entrance, street, directional, MIC control and safery

signs, and such promotional signs as may be maintained by Declaranr and Participating Builders, or agents or contractors thereof, or the Association, no signs or advenising devices of any character shall be erected, posted or displayed upon, in or about the Properry; provided, however, that one temporary real estate sign not exceeding six square feet in area may be erected upon any Lot or attached to any Living Unit placed upon the market for sale or lease. Any such temporary real 1

esrate s i b shall be removedpromptly following the sale or rental of such Lot or Living Units. C

Section6.11 No Obstruction of Easements No structure, planting or other material shall c be placed or permined to remain upon Silver Creek which may damage or interfere with any c easement or the installation or maintenance of utilities, or which may unreasonably change, obshvct or retard direction or flow of any drainage channels.

Section 6.12 Antennae No external shortwave or cirizens' band anrennae, free-sunding antenna towers or satellite ip$eljtj~n,dishes . , .yi; of any kind shall be permined in Silver Creek, except . i\ii'.' .< . satellite dishes which are &$8~eb~($@srkes or smaller h diameter and are not visible from the

, . saeet. All television andlor FM radio antennae must be physically attached to a structure and musr comply with applicable governmental standards and guidelines and any Association rules and regulations.

Section6.13 Wells and Septic Tanks. There shall be no water wells or septic ranks on Lots. Owner shall be required at all times to connect their Living Units to the public water and sewer facilities adminisrered by Pierce County or its successor, and at all times to mainrain such facilities in good working order and repair.

Section 6.14 Owners' Maintenance Res~onsibilities The maintenance, upkeep and repair of individual Lots and Living Units shall be the sole responsibility of the individual Owners thereof, and in no way shall it be the responsibility of the Association, its agents, subagents, officers, directors or employees. Except during initial construction Owners shall maintain their Lots and Living Units and any and all appurtenances thereto at all times in good order, condition and repair, and in a clean, sightly and sanitary condition. Without limitation as to the foregoing, each Owner shall be obligated to maintain the landscaping on his Lot in a healthy and artractlve state and in a manner comparable to that on the other Lots in Silver Creek. After notice to an Owner from the Association of such Owner's $tilure to so maintain his landscaping, and after approval of a two-thirds majority vote by the Board or other Association committee to which such oversight responsibility shall have been delegated, the Association shall have the right, through its agents and employees, to enter upon any Lot which has been found to violate the foregoing standards in order to repair, maintain andlor restore the landscaping to such standards. The cost of such work shall be a special assessment on such Owner and hls Lot only, and the provisions of this Declarationregarding collectionof assessmentsshall apply thereto.

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Error! Bookmark not definedSection 6.1 5 Weapons No fireaims of any lund or nature, including rifles, handguns, bows, slingshots, atr rifles, pellet or BB guns, slings, traps or any orher like weapon, shall be used or discharged within Silver Creek except by authorized governmend officials. No hunting shall be permitted wthin Silver Creek.

Section 6.16 Sales and Construction Facilities Notwithstanding the other provisions of this Declaration, during the Development Period Declaranr and Panicipating Builders, or agenrs or r

conbctors thereof, shall be permined to maintain on any ponion of Silver Creek owned by < r

Declarant or Participating Builders such facilities as, in the sole opinion of Declarant, may be - - reasonably required, convenient or incidental to the consrmction and sale of Lots or Living Unirs,

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including without limitation business offices, storage areas, consrmcrion yards, signs, model Living c Units and sales offices. C

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Section 6.17 Nuisances Prohibited No noxious or offensive trade or acuviy shall be conducted on or in any portion of Silver Creek, nor shall anythmg be done or maintained therein in derogation or violation of the laws of the State of Washington, Pierce County or any other applicable governmental authority. Nothing shall be done or mainrained on any ponion of Silver Creek which may be or become an annoyance or nuisance to the neighborhood or other Owners or detract from the value of Silver Creek community. The Assooiationshall determine by Association Action whether any given use of a Lot or Living Unit unreasonably interferes with the righrs of the other Owners to the use and enjoyment of their respective Lots and Living Unirs, or of the Common Areas, and such determinationshall be fmal and conclusive.

Section 6.1 8 Relief &om Certain Provisions In cases where an Owner has made a factual showing that strict applicationof the ~rovisions of Sections 6.4, 6.5, 6.6, 6.10,6.12 and 6.15 only of this Article (regulating animals, commercial uses, trailers and campers, signs, antennae and weapons, respectively) would work a severe hardship upon him, the Board by Association Action may grant the Owner relief from any of such provisions, in addition to any exceptions or provisions already contained in those sections; provided, however, that such relief shall be limited by its scope or by conditions to only that necessary to relieve the hardship; and provided further, that no such relief shall be granted if the condition thereby created would in the reasonable judgment of the Board violate the provisions of Section 6.17 of this Article. The decisions of the Board in granting or denying such relief shall be final and conclusive.

Section 6.19 Motorcvcles and ATV's Motorcycles, motorbikes, motorized trail bikes, all terrain vehicles or other similar vehicles are prohibited on any portion of the Propeny whether licensed or unlicensed, except on public roads and streets established for vehicular purposes.

ARTICLE 7 COMMON AREAS

Section7.1 Title to Common Areas and Parklands Declarant shall from time to time' during the Development Period convey to the Association the Common Areas designated on a fmal plat or other recorded map or plan creating a Phase. Upon its creation as a Common Area in a :

Phase, and whether or not it shall have been conveyed, as yet to the Association, everv Common:.

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Area shall be subject to an easement of common use and enjoyment in favor of the Association and every Owner, their heirs, successorsand assigns, in accordance with the rerms and conditions of the Governing Documents. Such easement shall be appurrenant ro and shall nor be separared from

% . ownership of any Lot or Living Unit and shall not be assigned or conveyed in any way excepr upon the transfer of tide to such Lot or. Living Unit, and then only to the nansferee of such tide and hall be deemed so transferred and conveyed whether or not it shall be so expressed in the deed or other instrument conveying title. Common Areas may be transferred to governmental entities. Cerrain rights of use, ingress, egress, occupationand management authority in the Common Areas set forth elsewhere in this Declaration shall be reserved to Declarant for the duration of the Developmenr Period.

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Section7.2 Owners' Common Rights Owners in each Phase shall have equal rights with the Owners in all other Phases to use the Common Areas in all Phases, unless certain Common Areas are specifically designated as limited Common Areas on the face of a plar or other recorded insnvment creating a Phase or in an amendment to this Declarationor in a Supplementary Declaration. All easements for ingress, egress, utilities and use of facilities, unless otherwise specifically limited, shall exist in favor of all Owners in each and all Phases.

Section 7.3 Maintenance of Common Areas. The Association shall mainrain, repair, replace, improve and otherwise manage all of the Common Areas so as to keep them in good repair and condition and shall conduct such addirional maintenance, repair, replacement, conmuction or reconsnuction a s may be determined pursuant to Association Action to promote the recreation, health, safety and welfare of the Owners. Any action necessary or appropriate to the mainrenance and upkeep of the Common Areas, the landscaping, iniganon, sewer and water synems, all buildings, gas, telephone or electrical or television facilities applicable to the Common Areas, shall be taken by the Associationonly. I

Section 7.4 Association Services The Association shall be authorized, but is no1 required (except as provided by terms of the Master Plan, plat or other governmental approvds for Silver Creek) to provide, inter alia, the following services:

(a) Cleanup and maintenance of all roadway medians, parkways along public roads or streets, cul-de-sac islands, neighborhood and other area entrances, whether such entrances are owned by the Association or in easements from adjoining Lor Owners, parks, sidewalks, walking trails and bike trails wirhin the Common Areas and not otherwise dedicared to a governmental entity.

(b) Landscaping and beautification of roadway medians, parkways along public roads or streets, cul-de-sac islands, neighborhood and other area enuances, sWeam corridors, parks, sidewalks, walking paths and bike trails located within the Common Areas and not otherwise dedicated to a governmental entity.

(c) Maintaining, repairing and replacing any public transportation parking areas andlor bus stops located on the Property.

(d) Lighting of ro&, sidewalks, walking paths, bike n?iils, ~ a r b g LOU and any recreational and community facilities located within the Common Areas.

. . , . , , ., .. ,

1 (e) Securiry, including, but not limited to the employment of secwity guards, maintenance of electronicand other security devices and connol centers for the protection of persons and property within Silver Creek, and assistance in the apprehension and prosecution of persons who violate the laws of the United States, State of Washington, Pierce County or any other governmental entity within the Property.

r

(f) Mamtaining any *earn comdors nor orhenvlse dedlcared to a governmenral entity. C

C - (g) Conducting instructional, recreational, sports, crafts, social and -

cultural programs of interest to Owners, their families, tenants and guests.

(h) Constructing improvements in the Common Areas for use for any of the purposes authorized in this Section 7.4 or as may be reasonably required to provide any of the services authorized in this Section 7.4, except as l i i t e d by the terms of the master plan, plat or other governmental approvals for Silver Creek.

(i) Providing administrative services, including, bur not limited to legal, accounting and financial and communication services, including, but not limited to, community newsletters to inform Owners of activities, notices of meetings, referenda and other issues and events of interest in the Silver Creek community.

6 ) Providing appropriate liability and casualty insurance covering improvements and activities in the Common Areas.

(k) Providing any necessary utility services not otherwise provided by a public body, private utility or Declarant.

(1) Maintaining, repairing and replacing cluster mailboxes, suppofl structures, signage, monuments and other standard features for use throughout Silver Creek.

(m) Maintaining and operating one or more communiry center facilities for use by Owners, their tenants and guests for meetings, community activities and other similar purposes.

(n) Providing any and all other services which the Association shall deem appropriate and consistent with this Declaration and the Governing Documents.

Section 7.5 Descriution of Native Growth Protection Areas. Nat~ve Growth Protection Areas may include, but are not limited to, portions of Lots on the perimeter of Silver creek, certain Common Areas that have as one of their major functions the natural retention and transmission of storm water drainage, portions of the Common Areas intended for passive

24 14\006'12/3/96 -19- CCRS MCOUR~BALFOUR\SIL~ERCREEK

!J6+ 21 20005

retaining them in their native slate and major hydrological fearures of Silver Creek, such as lakes and certain valuable bogs and wetlands, if any; provided, however, thar no area shall be deemed to be a Narive Growth Protection Area unless it is so designated on the face of a plat or other recorded instrument creating a Phase.

Section 7.6 Prohibitions Within Narive Growth Prorecrion Areas. Wirhin the boundares of Native Growth Protection Areas, no tree or significant ground cover shall be cur, removed or

1

destroyed, except as specifically provided herein, but such areas shall insread be kept and maintained as much as possible in their native, undeveloped state. No suucrure, s w a y , deck, i patio, building or other improvement (a "Development"), shall be consuucred w i h a Native c Growth Protection Area except for the following specified Developments, which shall be - consrmcredonly by Declarant or the Association: r

7.6.1 Recreational areas, streets and other vehicular access ways, pedestrian, equestrian and bicycle paths and other walks, driveways and utiliry service paths, if shown on a final plat or other recorded map or plan creating a Phase;

7.6.2 Docks, piers, moorages or observation s m c m e s located on, in or adjacent to any lake in Silver Creek, and an observation structure, if located on, in or adjacent to any marsh in Silver Creek;

7.6.3 Utility transmission lines, including sanitary sewer, water, narural gas, telephone, cable television or other utility lines, together with facilities and appurtenances related thereto; and

I 7.6.4 Storm water retention/detention ponds or basins, srorm water drainage lines and all other elements, appurtenances and facilities of the storm waxer drainage system.

Section7.7 Pruning and Vegetation Removal in Native Growth Protection Area Pruning of trees for view maintenance or solar access within a Narive Growth Protection Area located on an Owner's Lot shall be permitted only upon prior written approval of the Association. Such approval shall be granted only after the Associationhas determined that the proposed pruning will not endanger soil stability, will not defeat the intent or purposes meant to be served by rhe establishmenrofNative GrowthProtection&eas and will not adversely affect the nee or trees to be p w e d . The Association shall require that any such pruning be done in a competent and workmanlikemanner, and the Associationmay require that such pruning be done by a professional gardening service or licensed tree surgeon. Trees and significant ground cover within a Native Growth Protection Area located on a Lot may be removed by the Owner of such Lot if such action is necessary to remove a clear and present danger to life or property, and dead, dying or diseased trees and ground cover, or trees and ground cover which present a fire hazard, may also be removed; provided, however, that prior written approval of the Associationshall be obtained before any such removal. Trees and significant ground cover within Native Growth Protection Areas located in G m m o n Areas may be pruned, cut or removed only by the Association and only after prior written approval of such action by the Association. Pruning, cutting or removal of nees or

11 14\006 120196 -20- 96 1224OOi 8

CCRS MCOURnBALFOURISILVERCREEK

< a>

significant ground cover within Native Growth Protection Areas in Common Areas shall be subject to the same conditions and restrictions on such actions as imposed above for such actions wrhln Native Growth Protection Areas on Lots.

ARTICLE 8 INSURANCE; CASUALTY LOSSES; CONDEMNATION

Section 8.1 Insurance Coverape. The Association shall obrain and maintain at all times as a common expense a policy or policies and bonds written by companies licensed to do business in Washington required to provide:

8.1.1 Insurance against loss or damage by fire and other hazards covered by the standard extended coverage endorsement in an amount as near as practicable ro the insurable replacement value (without deduction for depreciation) of the Common Areas, with h e Association named as insured as trustee for the benefit of Owners and Mortgagees as their interests appear, or such other fire and casualty insurance as the Association shall determine will give substantially equal or greater protection insuring the Owners and their Mortgagees, as their interests

.may appear.

8.1.2 Commercial or comprehensive general liability insurance insuring the Association, the Owners, Declarant and any managing agent, against any liability to the public or to the Owners and their guests, invitees, licensees or tenants, incident to the ownership or use of the Common Areas.

8.1.3 Worker's compensation insurance to the exrent required by applicable laws.

8.1.4 Fidelity coverage naming the Association as an obligee to protect against dishonest acts by the Board, Association oscers, committees, managers and employees of any of them, and all others who are responsible for handling Association funds, in an amount equal to three months'general assessments on all Lots and Living Units, includingreserves.

8.1.5 Insurance against loss of personal property of the Association by fire, theft and other losses with deductibleprovisions as the Associationdeems advisable.

8.1.6 Such other insurance as the Association deems advisable; provided, that notwithstanding any other provisions herein, the Association shall continuously maintain in effect casualty, flood and liability insurance and a fidelity bond meeting the insurance and fidelity bond requirements for similar projects established by Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Housing Authority and Veterans Administration, so long as any of them is a Mortgagee or Owner, except to the extent such coverage is not available or has been waived in writing by Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Mortgage corporation, Federal Housing Authority or Veterans Administration.

CCRS

Section 8.2 Casualtv Losses. In the event of substantial damage ro or desuuction of any of the Common Areas, the Association shall give prompt written nouce of such damage or destruction to the Owners and to the holders of all F i s t Mortgages. insurance proceed^ for damage or destruction to any part of the Common Areas shall be paid to the Associarionas a m e e for the

I Owners, or its authorized representative, including an insurance trustee which shall segregate such proceeds from other funds of the AssociaUon.

Section 8.3 Condernnarion In the evenr any pan of the Common Areas is made the subject maner of any condemnation or eminent domain proceeding, or is otherwise sought to be acquired by any condemning authority, the Association shall give prompt notice of any such proceeding or proposed acquisition to the Owners and to the holders of all Firsr Mortgages who have requested from the Association notification of any such proceeding or proposed acquisition. All compensation, damages or other proceeds therefrom, shall be payable to the Association. .

ARTICLE 9 ENFORCEMENT

Section 9.1 Right to Enforce. The Association, Declarant or any Owner, shall have the right to enforce, by any appropriate proceeding at law or in equity, all covenanrs, conditions, restrictions, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure or forbearance by any person or entity so entitled to enforce the provisions of this Declaration to pursue enforcement shall in no event be deemed a waiver of the right to do so thereafter.

Section9.2 Remedies Curnularive ~ e m e d e s provided by this Declaration are in

1 addition to, cumulative with and are not in lieu of, other remedies provided by law. There shall be, and there is hereby created and declared to be, a conclusive presumption that any violation or breach or attempted violation or breach of the covenants, conditions and resmctions herein cannot be adequately remedied by an action at law or exclusively by recovery of damages.

Section 9.3 Covenants Runnine with the Land The covenants, conditions, resmctions, liens, easements, enjoyment rights and other provisions contained herein are inrended to and shall

with the land and shall be binding upon all persons purchasing, leasing, subleasing or otherwise occupying any portion of Silver Creek, their heirs, executors, administrators, successors, grantees and assigns. A21 insuumenrs granting or conveying any interest in any Lor or Living Unit and all leases or subleases shall refer to this Declaration and shall recite that it is subject to the terms hereof as if fully set forth therein; provided, however, all terms and provisions of this Declaration are binding upon all successors in interest despite an absence of reference thereto in the i n s m e n 1 of conveyance, lease or sublease.

ARTICLE 10 AMENDMENT AND REVOCATION

Section 10.1 Amendment bv Declarant or Association During the Development Period Declarant may unilaterally amend this Declaration on its sole signature. This Declar . . 24 14\006: 12/3/96 .22.

JrrBrd 1 8 CCRS

I MCOUR~ALFOUR\SILVERCREEK .. .., . . ',--- :,* .

be amended by an instrument executed by the Association for and on behalf of the Owners, provided, however, that such amendments shall have received the prior approval of a vote of the

,. Owners (except Declarant) having sevenry five percent (75%) of the r o d oursranding votes in the I Association; and provided, further, that no such amendment shall be valid during the Development

Period without the prior written consent of the Declarant. Notwithstanding any of the foregoing, the prior wrinen approval of fifty one percent (51%) of all Mongagees who have requested from the Association notification of amendments shall be required for any material amendment to the r

. . Declaration or the Association's By-Laws of any of the following: voting rights; assessmenrs, I

assessment liens and subordination of such liens; reserves for maintenance, repair and replacement r

of Common Areas; insurance or fidelity bonds; responsibility for maintenance and repair; b e - - boundaries of any Lot; reallocation of interest in the Common Areas, or rights to their use; c convertibilityof Lots into Common Areas or of Common Areas into Lots; leasing of Lots or Living

C c -

Units other rhan as set forth herein; imposition of any restriction on the right of an Owner to sell or c m f e r his Lot or Living Unit; a decision by the Association to establish self-management when professional management had been required previously by an eligible Mongagee; any action 10

terminate the legal status of Silver Creek development after substantial destruction or condemnation occurs; or any provisions which are for the express benefit of Mongagees or eligible insurersor guarantors of First Mortgages.

Section 10.2 Effective Date. Amendments shall take effect only upon recording with Pierce County or any successorrecordiig office.

ARTICLE 11 GENERAL PROVISIONS

Section 11.1 m. Each Owner shall pay wthout abatement, deducrion or offset, d l real and personal property taxes, general and special assessments, including local improvement assessments and other charges of every description, levied on or assessed against his Lot or Living Unit and on personal property located on or in the Lot or Living Unit. The Associarion shall likewise pay without abatement, deduction or offset, all of the foregoing taxes, assessments and charges levied or assessed against the Common Areas.

Section 11.2 Transfer of Certain Utilities. Utilitv Re~a i r Easement DeclaranL and the Association, after conveyance thereto, may transfer and convey any sewer, water, storm drainage, or other general utility in Silver Creek to a public body for ownership and maintenance, together with any necessary easements relating thereto, and each Lot and Living Unit shall become burdened thereby.

Section 1 1.3 Non-Waiver. No waiver of any breach of this Declaration shall constirUte a waiver of any other breach, whether of the same or any other covenants, conditionor restriction.

Section 1 1.4 Anomevs' Fees. In the event of a suit or actlon to enforce any provision of this Declarationor to collect any money due hereunder or to foreclose a lien, the u n s u c c e s s f u ] ~ ~ ~ in such suit or action shall pay to the prevailing parry all costs and expenses, including title repom and all attorneys' fees that the prevailingpaay has lncurred in connection with the suite o crion. in

24 14\006' 12/3/96 -23- 961 22400 1 8

CCRS MCOUR~BALFOURNILVERCREEK

96t2rzm

such amounts as the court may deem to be reasonable therein, and also including all cosrr, expenses and attorneys' fees incurred in connection with any appeal from rhe decision of a mal c o w or any intermediate appellate court.

\ Sect~on 11.5 No Abandonment of Oblieation No Owner, through his non-use of any

Common Area, or by abandonment of his Lot or Living Unit, may avoid or d~minish the burdens or obligations imposed by this ~ecjamtion.

Section 1 1.6 Lntemreration The captions of the various anicles, sections and paragraphs of this Declaration are for convenience of use and reference only and do not defne, limit, augment or describe the scope, content or intent of this Declaration or any pans of this Declaration. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter,

l and the feminine includes the masculine and neuter, and each includes a legal entiry when the context so requires. The singular includesthe plural whenever the contexr so requires. (

Section 11.7 Severabilitv. Invalidation of any one of these covenam, condinom, resaictions, easements or provisions by judgment or court order shall in no way affect any other of the same, all of which shall remain in full force and effect.

Section 11.8 Notices A11 notices, demands or other communications ("Notices") permitted or required to be given by this Declaration shall be in wriring and, if mailed posuge prepaid by certified or registered U.S. mail, return receipt requested (if a Notice to Declarant, the Association, or to fewer than all Owners), or if mailed first-class postage prepaid (if a Norice to all Owners), shall be deemed given three (3) days after the date of mailing thereof, or on the date of actual receipt, if sooner; otherwise, Notices shall be deemed given on the date of a c d receipt.

I Notices shall be addressed to the last known address of the addressees. Notice to any Owner may be given at any Lot or Living Unit owned by such Owner; provided, however, thx an Owner may from time to time by Notice to the Association designate such other place or places or individuals for the receipt of future Notices. If there is more than one Owner of a Lot or Living Unit, Notice to any one such Owner shall be sufficient. The address.of Declarant and of the Association shall be given to each Owner at or before the time he becomes an Owner. If the address of Declarant or the Association shall be changed, Notice shall be given to all Owners.

Section 11.9 Limited Liability. In connection with all reviews, acceptances, inspections, permissions, consents or approvals required or pennined by or from either the Declamnt, the Association or the Architectural Control Committee under this Declaration, none of Declarant, the Association or the Architectural Control Committee shall be liable to any Owner or to any other Person on account of any claim, liability, damage or expense suffered or incurred by or threatened against an Owner or such other person and arising out of or in any way relating to the subject maner of any such review, acceptance, inspection, permission, consent or approval, whether given, granted, withheld or denied. 1

Section 11.10 Use of Name "Silver Creek". Declarant hereby reserves the rightsto use the name "Silver Creek" and related names in connection with Declarant's sales and. development

24 14\006: 12/)/96 -2.1. -. . . . .Vi'

CCRS ,; MCOUR~BALFOUR&ILVERC~EI; .

9612120U@

acrivitiesfor Silver Creek, and the name "Silver Creek" may be used freely by Declarant to refer 10

other nearby properties not subject to this Declaration.

Section 11.1 1 Comuutation of Time. The word "day" means "calendar day" herein, and the computation of time under this Declaration shall include all Saturdays, Sundays and holidays for purposes of determining time periods specified herein.

Section 11.12 Auulicable Law. This Declaration shall be construed in all 'respects in accordance with the laws of the State of Washington.

IN WITNESS WHEREOF, Declarant has executed this Declaration the day and year first above written.

DECLARANT

R4INIER VISTA L.L.C., a Delaware limited liability company

By Balfour Holdings, Inc., a Nevada corporation, Its Manager

) ss COUNTY OF /d'?o&

/

On day , 1996, before me, the undersigned, a Nomy Public in an$ for the Stare of . duly c o m r ~ d a n n 7 m peponally appeared J ~ J /I % ,iu~., ? c pv p d , / d r -

/&, o ro me t8" e ' t h e of RAINIER VISTA L.L.C, the limited liabllltv comDanv bar executed * ,

rbe foregoihg instnunent, and acknowledged the said-instrument to be tde ffee and voluntary act 1

and deed of said limited liability company, for the purposes therein mentioned, and on oarh sured that he/she was authorized to execute said instrument. <

I certify-that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document.

WITPESS my hand and official seal hereto affixed the day and year in the ceniiicate above written.

/ ~ & L C C IY '9

Y PUBLIC in and for the State of

ssion expires L a

CCRS

SCHEDULE A 4

- - - m r r A PAGE 1 OF 2

: . The land reierred to in this Policy is situated in the Sfate of Washington. Counry oi Pierce and is described a s follows:

The West three-fourths oi Section 33, Township 19 North, Range 4 East of the Willarnette Meridian, in Pierce County, Washington.

UCCEPT the following described property: A poirion of Section 33, Township 19 North, Range 4 East of the Willarnette Meridian, in Pierce County, Washington, being described as follows: Commencing at the Northwest corner of said Section 33; thence South 88 O 16'32" East along the North. line of said Section 33 and the centerline of 176th Street East a distance 585.53 feet; thence South 01 O52'44" West 40.00 feet to the point of beginning; thence continuing South 01 O52.4-4" West 295.00 feet; thence North 8E007'16" West 30.53 feet; thence South 10°23'09" West 131.85 feet to a point on a non-tangent curve concave to the South and to which point a radial bears North 10°23'09" East; thence, counterclockwise along said curve having a radius of 900.00 feet, through a central angle oi 08°39'41" an arc distance oi 136.05 feet; thence North 8BQ16'32" West 329.88 feet to a tangential curve concave to the Northeast having a radius of 20.00 feet; thence clockwise along said curve through a central angle of 90°09'16, an arc distance of 31.47 feet; thence North 88°07'16" West 19.00 feet to a point Easterly and 31.00 f e ~ t distant from the West line of the Northwest quarter of said Section 33; thence South 01 O52'W West parallel with said Northwest quarter 1451.17 feet; thence South 88°07'16 East 703.49 feet to a point on a non-tangent curve concave to the Northeast and to which point a radial bears South 61 O39'53" West; thence counterclockwise along said curve

I hkving a radius of 650.00 feet through a central angle of 20°43'31', an arc distance of 235.12 feet; thence South 4g003'38" East 140.86 feet to a tangential curve concave to the West having a radius of 25.00 feet; thence clockwise along said curve through a central angle of 89°00'00" an arc distance of 38.83 feet; thence Socrth 3g05S'22" West 126.04 feet to a tangential curve concave to the Southeast having a radius of 1035.00 feet; thence counterclockwise along said curve through a central angle of 27O41'22" an arc distance of 500.19 fest to a point of reverse curvature concave to the Northwest having a radius of 20.00 feet; thence clockwise along said curve through a central angle of 87001'35" an arc distance of 37.97 feet: thence North 80°43'25" West 51.69 feet to a tangential curve concave to the Northeast having a radius of 620.00 feet; thence clockwise along said curve through a cenfral angle of 11 O31'07" an arc distance of 124.64

thence North 69O12'18" West 175.67 feet to a tangential curve concave to the South having a radius of 680.00 feet; thence counterclockwise along said curve

i 'LEGAL DESCRIPTION CONTINUED NEXT PAGE)

P-P .5-

.. - Policy No. F-375932-A Schedule A 4 Continued

through a central angle of 19"00'00" an arc distance of 225.50 ieet; thence North 88012'18" West 101.17 feet to a point Easterly of and 30.00 feet aistance from the We= line of the Northwest quarter of said Section 22; thence North 01 O52'44' East parallel wrth said West line 2196.14 feet; thence South 88P07'16 East 20.00 feet to a point Easterly of and 50.00 feet distant from said West line; thence North 01 O52'44' East parallel with s a d West line 374.00 feet to a tangentid curve concave to the Southeasr having a radius of 20.00 feet; thence clockwise along said curve through a central angle of 89°50'44" an arc distance of 31.36 feet to a Southerly, and 40.00 feet distant of the North line of the Northwest quarter of said Section 33; thence South 88916'32' East 515.59 feet to the polnt of beginning, in Pierce County, Washington.

ALSO DCCEPT the North, South and West 30 feet for roads.

COllRGCl'itll LEGAL UeSCILII'TION

... . . Q ' .. . . . . . .

nlc W u l tlacc.Cac~rtlu oiScction J1, TowdJg I9 Nertl~, ltnt~ac 4 h l of . . . I .:

Iho Will#mclla Merldiacr, ill I'krcc Cmgy , WrJll~tyloct.

CaENW PARK- 5 W O L SITE - :. . ( t.. .., ~ H A T P O R ~ O N OF'IHB N O R ~ Q U A R ~ A W m S O ~ S W E S T QUARTER OF . . .. .

S E m O N 33, MORE PARTICULARLY DESQUDeD AS FOLLOWS: i :, ! , a I i. , . . BEG WNMC AT THE SOUTHWEST CORNER OF ?HB NORNWEST QUABTER OF 'j . SECnON33, THPlCE &ONGX%WESTLW~ OFWNORTIIWESTQUAATllt NORTH r :- 00'2424' EAST 673.42 FEET; TKENCSI S O V M 89.3536' EAST 86538 FEET; ?HWCE *. . . ,'; SOVM 5lw31q5'EST 267.93 PEET, MWCE S O V M 38'28'lJ.'WESFl25.00 FMm . 1 ,w BEOJNNINO OF A CURW CONCAVE TO THE SO= HAWNO A RADIUS OF

. v

, :? . . ' . '1015.oOm; 'IHWCE: SO-Y m SAID NRYH nmm A C P I W . .

.;; ';( ANGLE OF 17'ZTHm AN ARC DISTMCB OF 48bW FE!X TO THE DEGINMNO OF A :.*. iEV?2RSE CURVE, SAID CURVE MVMQ A R M N S OF 15.00 m, W C G 7 SOUJl3ERI.Y AND WlSlXRLY MONO S N D CLIRVE ~ ~ F f A CENTRAL ANGLE OF .* ,. 86.51'S9' AN ARC DIStANCfi W 31.91 Rim: THENCE NORTH tZ'W40' weST 40.89

.> . . . EEET TO THb BEOINNING OF h CUR= CONCAVE NORTH%AS?%LY m w A , . RADIUS OP 620.00 FBBT, lW3N(;5: Wl3XEU.Y U D N O SAID CURVB TIULOUGIi A 'h C E N W AN- OF 11'26'42', A ARC DISTANCE OF 114.21 rZIWCE NORTH 6: . . . . . . 70'37'58' WEST 178.R) F F W TO TKE BBGWNWQ OP A C U R S CONCAVE SOUTI IERLY . . . . tmvmo A ~ ~ r u s . o ~ 6so.00 FEET; THENCE WESTERLY ALONG s A m CURVE : .. THROUGH A Ct2illU.J. ANGLE OF 19'OTZI' A ARC D19TANCE OF 235.96 F!ZET 70 A .." . PODVTONTHE SOLJlII LINE Of THE NOR'IHWEST QUARTER OF SECTION 3 1: IIENCE

. . .?. : . ?.

hLONO SAD;f SOUTii LlNE OF 'THE NORTHWEST QUARTER OF SECTION 33. NORTI I . . 89*4019' WEST 159.9s FEET TO THE POMT OF BEGINNING. - s .

LD - . Cr) . . . CONTAINS 653.401*SQ. PT. OR 1S.OOL ACRES. .!. . I :;. . . . . >. . /.: : ' <.; .*:t :

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11111 111 1111 1 1111 111 ll I111 11 1111 II 2001313408b1 5 pg 11-14-2001 0Z:OPpm $12.00 PIERCE COUNTY, WASHINGTON

AIWER RECORDING MAIL TO:

REFERENCE NUMBERQ OF DOCUMENTS ASSIGNED OR RELEASED: (ON PAGE - OF DOCUMENT(S))

1 S e u d o p d ADDITIONAL NAMES ON PAGE OF DOCUMENT.

GRANTEES) paq &ly .X I x / E -P LLc, D t%? '. %;\VW ~rbk COURTESY RECORDING ONLY,,.

NO LNBLlTY FOR VALlDlTY AND,?JR C > - e r / e l o P d ACCURACY TITLE INSURANCE ASSUMED COMPANY. BY FIRST &ERICAN

ADDCCIONAL NAMES ON PAGE OP DOCUMENT. 4 o LJoa

LEGAL DESCIUPTION (ABBREVIATED 1.E. LOT. BLOCK. PLAT OR SECTION. TOWNSHIP, RANGE)

Qc. 33, T i n IqQ , R L1E ADDITIONAL LEGAL ON PACE OF DOCUMENT.

ASSESSOR'S PROPERTY TAX PARCELIACCOUNT NUMBER

THE AUDITOWRFCORDER WlLL RELY ON INFORMATION PROVIDEDONTHEFORM. TIIE STAW WlLL NOT READ THE DOCUMENT TO VERIFY THE ACCURACY OR COMPLETENESS OF THE INDEXINO INFORMATION PROVIDED THEREIN.

After Recording Mail To:

Silver C m k Development d o E P and Companies of Washington 1411 4*~venue, Suite #I130 Seattle, Washington 98101

FIRST AMENDMENT TO TBE DECLARATION OF CONVENANTS, CONDITONS AND RESTRICTIONS POR

SILVER CREEK

THIS SUPPLEMENTARY DECLARATION is made on this 7th Day of November, 2001 by PAGEANTRY XIX/E?-P LLC, A Washington ~imited ~iability Company, doing business as SILVER CREEK DEVELOPMENT ("Declarant").

RECITALS

A. Declarant is the owner of certain real property situated in the County of Pierw, State of Wasbington which is more particularly described in Exhibit, A which is attached hereto and by this reference, i n c o r p o d herein (the "(Property").

B. The Property is Silver Creek, a planned community, and is subject to the Declaration of Covenants. Conditions, Restrictions and Easements for Silver Creek as recorded on December 12,1996 under Pierce County number 962120005 and re-recorded December 24,1996 under Pierce County number 9612240018 (the "Declaration") and is further subject to ~u~plernentiir~~ovenants, Conditions, Restrictions and Easements and Amendments.

C. Declarant wishes to subject the Property to the further covenants, conditions and restrictions set forth in this lST Amendment to the Declaration

NOW, THEREFORE, D~eclarant hereby convents, agrees and declares that the Property and the building, structures and other improvements hereafter constructed thereon are, and will be held, used, sold, conveyed, l e d and encumbered subject to and burdened by the following covenants, conditions and restrictions, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the Property for the benefit of the Owners thereof, their heirs, successors, grantees and assigns. All of the provisions of this Supplementary Declaration shall be binding upon all parties or acquiring any right, title or interest in the Property or any part thereof, and shall inure to the benefit of the Owners thereof and to the benefit of the Association and are intended to be, and shall in all respects be regarded as, covenants running with the land.

Section 1.19 is hereby amended to read: ':Owner" shall mean and refer to the record owner (whether on or more persons or entities) of a fee interest in any Lot or Living Unit, excluding Participating Builders and Mortgagees or other persons or entities have such interest merely as security for the performance of an obligation. Purchasers or assignees under recorded real estate contracts for the purchase of Living Units shall be deemed Owners as against their respective sellers or assignors.

Section 1.27 is hereby added. ''Third Party" shall mean and refer to that person or persons who purchase a home built on a lot within the Property. Specifically excluded from the definition are the Participating Builders.

Section 6.12 is hereby amended. The satellite dish size is changed to read from "eighteen (18) inches or smaller ... ." to "one (1) meter or smaller ...."

IN WITNESS WHEREOF, Declarant has executed this Declaration the day and year first above wn'tten.

DECLARANT

PAOEANTRY XWE-P LLC, A Washington limited Liability Company

By: E P and Companies of Washington, Inc. A Washington Corporation, Manager

Its PresidenUGeneral Manager

EXHIBIT A

LEGAL DESCRIPTION FQR SILVER CREEK PDD

The land referred to in this Policy is sltuated in the State of Washington. County of Pierce and i s described as follows:

The West three-fourths of Section 33, Township 19 North, Range 4 East of the Willarnette Meridian, in Pierce County, Washington.

EXCEPT the following described property:

A portion of Section 33, Township 19 North, Range 4 East of the Wllamette Meridian, in Pierce County, Washington, being described as follows:

Commencing at the Northwest m e r of said Section 33; thence South 88'1832" East along the North. line of said Section 33 and VH) centerline of 176th Street East a distance 585,s feet; thence South 01 '5244'' West 40.00 feet to the point of beginning; thence continuing South 01-5244" West 295.00 feet; thence North 88"OTlS' West 30.53 feet; thence South 1053'09" West 131.85 feet to a point on a non-tangent curve concave to the South and to which point a radial bears North 10°23'09" East; thence counterdwse along said m e having a radius of 400.00 feet, through a central angle of 0899'41" an arc distance of 136.05 feet thence North 88"1S32u West 329.88 feet to a tangential c u ~ e concave to the Northeast having a radius of 20.00 feet; thence clockwise along said m e through a central angle of 90°09'16", an arc distance of 31.47 feet; thence North 88b07'16" West 19.00 feet to a point Easterly and 31.00 feet distant from the West line of the Northwest quarter of said Section 33; thence South 01?j2~44~ West parallel with said NcPttrwest quarter 1451.17 feet; thence South 88*07'16" East 703.49 feet to a point on a non-tangent Curve concave to the Northeast and to which point a radial bears South 61 3 9 ' 5 3 ~ West: thence counterdockwise alona said w e havino a radius of 850.00 feet through a central angle of 20°43'31", an arc distance & 235.12 feet; the& South 49"03W+ East 140.86 feet to a tangential curve concave to the West having a radius of 25.00 feet; thenca d o M ~ s e along said curve through a central angle of 89'00'MT' an arc distance of 38.83 feet; thence South 39'56'22"West 126.04 feet to a tangential curve concave to the Southeast having a radius of 1035.00 fw thence counterdockwise along said curve thrwgh a central angle of 27*41122" an arc distance of 500.19 feet to a point of reverse curvature concave to the Northwest having a radius of 20.00 feet thence clodcwise along said curve thmugh a central angle of 87"01'35' an arc distance of 37.97 feet; thence North 80'43'25'' West 51.69 feet to a tmential curve mmve to the NorUleast having a radius of 620.00 feet; thence clockwise along !aid;lrve throuoh a central anale of 11'31'07" an arc dlstance of 124.64 feet: thence NorU16g012 18" West - - . - - -. 1 7 5 6 feet to a tangential curve concave to the South having a'radw of 680.00 feet; thence cwnterdodwise along said m e m a cenW rngle d 1S"aYCO' an arc &time of225.50 feet; thence North 88"1218" West 101.17 feet to a point Eastsrty d mi 30.00 feet dietwice from the West h of the Nwtmvest plarter d said Secdcn 22; thenca N W 01'5244' East W l e l with sald West l i 2196.14feet; thenceSouth88"07'16+East BOOfeetb~pdrRE~slsrlydwd50M)feetdstentfran~d West lhw, thenca Narth 01'52'44" East -el wth said W line 374.M feet to a tangentid -

~ ~ - ~ ~ ~ ~ . .. line d W-N- q w d said secticn 33; thenca sum a018S 2' 5ast5.s feet to the poird of be&Wng, in Pierce M t y , Warn.

ALSO EXCEPT the North, South end West 30 feel for mads.

AND EXCEPT the following described property

THAT PORTION OF THE N O R M S T QUARTER AND THE SOUTHWEST QUARTER OF SECTION 33, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SECTION 33. THENCE ALONG THE WEST LINE OF THE NORTHWEST QUARTER, NORM 00824'2' EAST 673.42 FEET: THENCE SOUTH 89"35'36' EAST 865.58 FEET. THENCE SOIITH S1a31'6S' - - ~ , - .. ~. ~- .--., ~

FAST 26793 FEET: THENCE SOUTH 3898'15" WEST 225.00 FEET TO THE BEGINNING - --- . OF A CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 1,015.00 FEET THENCE SOUTHWESTERLY ALONG SAlD CURVE THROUGH A CENTRAL ANGLE OF27'27'34" AN ARC DISTANCE OF 486.54 FEl3 TO THE BEGINNING OF A REVERSE CURVE. SAlD CURVE HAVING A RADIUS OF 25.00 FEET. THENCE SOUTHERLY AND WESTERLY ALONG SAID CURVE THROUGH A CENTFW ANGLE OF 86'52'59' AN ARC DISTANCE OF 3791 FEET: THENCE NORTH 2W4U WEST 40.89 FEET TO THE BEGINNING OF A CURVE C O N C A ~ NORTHEASTERLY HAVING A RADIUS OF 620.00 FEET; THENCE WESTERLY ALONG SAlD CURVE THROUGH A CENTRAL ANGLE OF 1198'42' A ARC DISTANCE OF 124.21 FEEf; THENCE NORTH fO"37'58" WEST 178.00 FEET TO THE BEGINNING OF A CURVE CONCAM SOUTHERLY HAVING A RADIUS OF 680.00 FEET, THENCE WESTERLY ALONG SAD CURVE THROUGH A CENTRAL ANGLE OF 19°W21' AARC DISTANCE OF 225.W FEET TO A POINT ON ME SOUTH LINE OF THE NORTHWEST QUARTER OF SECTION 31; THENCE ALONG SAlD SOUTH LlNE OF THE NORMWEST QUARTER OF SECTION 33, NORTH 8904019 WEST 158.95 FEETTO THE POINT OF BEGINNING

AND EXCEPT M E FOLLOWNG DESCRIBED PROPERTY:

CHENNES PARK CHURCH SITE LEGAL DESCRIPTION

THAT PORTION OF THE NORTMST QUARTER OF SECTION 33, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT ITS NORTHWEST CORNER OF SAID SECTION 33, THENCE SOUTH 00'24'24'' WEST ALONG THE WEST LINE THEREOF A DISTANCE OF 30.00 FEET TO M E SOUTH RIGHT-OF-WAY MARGIN OF 176TH STREET E. AND THE POINT OF BEGINNING THENCE ALONG THE SOUTH RIGHT-OF-WAY MARGIN OF 176TH STREET E., SOUTH 8Q044'39" EAST 513.57 FEET; THENCE DEPARTING SAID SOUTH RIGHT-OFWAY MARGIN, SOUTH 00°24'24' WEST 430.00 FEET; THENCE NORTH 89961'39'WEST S 18.57 TO A POINT ON THE WEST LlNE OF TIM NORTHWEST QUARTER OF SECTION 33; THENCE ALONG THE WEST LlNE OF SAlD NORTHWEST QUARTER, NORTH 00a24'24" EAST 430.00 FEET TO THE POW OF BEGINNING.

AND ALSO EXCEPT THE NORTH, SOUTH AND WEST 30 FEET FOR ROADS.

'., .... , "(. I '.) ........ . . 1. . .

. . .:: ..... ' I . .. 6, AND EXCEPT ME P O p O W N O DESCRIBED PROPERTY: . , ,? ... . . . .

j . >

AND PALS EXCEPTTI~E NORTH, SOUTH AND WEST 30 FEET FOR ROADS. . I

3 .. 1 !

260305121042 6 PGS i

0 5 - 1 2 - 2 0 0 3 @ 3 : 4 5 m $24.00 ' 1 I After Recording Retuin To: PPERCE COUNTY. W~SHINGTON . -

Jennifer Dike Heller Ehrrnan White & McAuliffe LLP 701 Fifth Avenue, Suite 6100 Seattle, Washingtop 091 04

Reference Number of i

Related Document: ' 9612240018 i CHICAGO TITIE ~ k \ y 12 2003

Grantor: LB Silver Creek LLC . i 4bvc~~eq

Grantees: Owners within Silver Creek. Master Phnned Community

Abbreviated Legal Description: Section 33, Township 19 North, ~ a d e 4 East, W.M. . .

Assessor's Property Tax Parcel No.: O 4. - I Q - 33 - 3- O I D i I

AMENDMENT TO DECLARATIONOF COVENANTS, CO$DITIONS, RESTRICTIONS AND EASEMENTS FOR SU.VER CXQEEK

! THIS AMENDMENT TO DECLARATION OF COVENANTS, C~NDITIONS,

EASEMENTS FOR SILVER CREEK ("~rnendmbt") is mode this ,2003 by LB SEVER CREEK LLC, a belawarc limited

liability company ("@clarant")). i

RECITALS !

: i

A. Ra~nter \Tistas L.L.C., Declarant's predecessor, executed that &am Declaration of Covenants, Cond~tions, Restrictions and Easements for Silver Creek da+d December 6,

! 1996 recordcd under Pierce County &?cording No. 9612120005 md re-redbrded under Pierce County Recorder's No. 9612240018, is amended and supplemented kom #me to time (collectively the "Declaration"). All capitalized terms not otherwise defined herein shall have the same meaning as the identical capitalized terms in the Declaration ' ,

. ,

B. Declarant has recordqd that certain Supplementary Declaration &f Covenants, Conditions and Restrictions for county Hollow at Silver Creek under PieGe County Recording No: 20030 q30 ~(tf7 ('Country Hollow Design ~uidelifks") which establishes the desi y guidelines specifically governing develapnlent of ~ i t ~ g l e Family Lots described therein (the "Country FIollow Lots"). . .

C. The Country Hollow Lots k e a pm'of silver Creek and are subject to the : Declaration. , . . . , . , . .

D. Declarant now desires to &end the Declaration as provided hiiein. . . . ,

AMENDMENTS . .

. i , .

Until such time as a home haibeen constructed on each of the ~ o u b r ~ Hollow Lots, the Country Hollow Design Guidelines shall be the sole and exclusive b d p on which rhc design of any proposed development of the Country Hollow Lots will be +viewed, approved andlar disproved, and the Declwatiot~. shall not be amended, supplementedj superseded or otherwise modified in a manner that would impose any design guidelines ck criteria for

j development of the Country Hollow Lots different than or in addition to I& Country Hollow D e s i p Gllldclines. . ,

Executed as of the date first set fonh above.

LB SLVER CREEK LLC, . .

a Delaware limited liability campany ! . , . . : . . . .

By: PAM1 LLC, a Delaware limited . .

liability company, Maaging Member . , . , . . . .

b d L By: : ,

Name: 2- , .

Its; A- 8 : , I . . . , . . ; 1

: . . :

C:<WCUMENTS mi) SE~INO$VnRST6V€NILOC*L SEmNGSIlEMPOPARV WIERNET FILSSlOLKCWENDMENTTO SILGER CREEK CCRSI.DOC

State of New York 1 ) ss.:

County of ~ork 1

X certify that I know or have satisfilct&y evidence that @mh.f i 3 isthe person who appeared before me, and Said person ackaowledged that he si , ed this instrument, on oath and stated that he was authorized to execute the instrument and ackpowledged it as L!!e ~uthorhed Signatow of PAM1 LLC, a Delaware lirn~ted hability company, the managing member of LB SILVER CREEK LLC, a Delaware lim~ted liability company, to be the frie &d voluntay act and deed of such party, for the uses and purpose..therein mentioned.

; . . . , :

In witness whereof I have hereunder ;kt my hand and affixed my official ski . . the day and year first above written. . .

, , / .

(Typed or printed n a b ) NOTARY PUBL~C in and fo; the State of New 170rk, residing at 3% p$r.k h d n w

M/ -y I O O ~ Z

" Y I I., L Y Y Y A * . IV r n ~ AYUII,YOIO nnnm bbr

. . . , EXHIBIT A . .

1 : , .. , ,. , . FECAL DESCRIPTION

. . , (

The land referred to is situatedin the state of Washington, County of Pierce $d is described as follows:

The Wcst thrce-fourths of Section 33, Township 19 North, Range 4 Bast of tde Willamette Meridian, in Pierce County, Washington. : ,

EXCEPT the following described prope$y: : : :

, I . ,

CHENhTS P W - SCIXOOI, SITE; , . ,

LEGAL DESCRIPTION . . , , . .

. . > ?

8 ,

That portion of the Northwest Quarter add the southwest Quarter ol'Sectibn $3, more particularly described as follows: : . . .

: >

Beginning at the southwest com$r of the Northwest Quarter of ~ o c t i d i 33, thence dong the west line of the Northwest Qfiarter, North 00°24'24" East 673.42'keet; thenoe South 89"35'36" East 865.58 feet; thence South 51°31'45" East 267.93 bet; thence South 3828'15" West 225 feet to the beginning of a curve concave to the 6utheast having a radius of 1015.00 feet thence southwesterly along said curvfi througriia central angle of 2797'34" an arc distance of 486,54 feet to the beginning of'a rcvers~curve, said curve having a radius of 25.00 feet. Thence southerly and westady along &id curve through a central angle of 8G052'59" an ate distance of 37.91 feet; thcnce NO& 83°06'40" Wcst 40.89 fcet to the beginning of a iurve concave northeasterly having iri radius of 620.00 feet; thence westerly along said curre through a central angle o$ 11°28'42" a arc distance of 124.21 feet; thence North 70°37'58" West 178feet to $t: beginning oof a curve concave southerly having, a radius of 680.00 feet; thence: 4ster ly along said curve through a central angle of19q02'21" a arc distance of 225.961feet to a point on the south line of the northwest quarter of section 31; thence along saud soutb l i e of thc Northwest Quarter o f Section 33, North 89O40'19" West 159.95 fedt to the point of beginning. . , , .

> < . . .

, . , ALSO EXCEPT the following described 8

/ . , .

CHEMNES PARK CHURCH SITE LEGAL DESCRIPTION

! !

That portion of the northwest qurdrter of section 33, more pnrticularly gescribed as follows: . .

Com~ncncing at the northwest comer of said Section 33; thence ~ou t t / bo024'24" West along the west line thereof a dist@ncc of 30.00 feet to the south right-&way margin of

' :

! : . . , .

M U U b

. , , , / /

176'~ street E. and the point o f b e w i n g thence along the south*ghjt-of-way margin or 176" street E., South 89"44'39"ast 51 8.57 feet; thence departing &id south rightaf- way margin, South 00~24'24" West 430.00 feet; thence North 8g04$'39" West 518.57 to a point on the west line of the Northwest Quarter of Section 33; th@ce along the west line of s ~ d Northwest Quarter, North 0O024'24" East 430.00 feet to !the p i n t of beginning. ! .: . .

. < . .

! '

ALSO EXCEPT THAT PORTION OF THE NORTHEAST OUARTER &F THE NORTHWEST QUARTER, N A PORTION OF THE OF THE NORTHEAST QUARTER OF SECTION 33. TKE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON,+& PARTICULARLY DESCRIBED AS FOLLOWS: . . . .

. . j ;

COMMENCING AT THE NORTHWEST CORNER OF SAID S E C T I O ~ ~ 53, THENCE SOUTH 89' 44' 39" EAST ALONG THE NORTH LINE THEREOF HE CENTER LME OP 176TH STREET EAST 1562.91 FEET TO THE POINT OF HEGINNNCr; , . THENCE SOUTH 00' 151 21" WEST 334.26 FEET;' THENCE SOUTH 81' 11' 45" EAST 598.03 FEET;

, ,

THENCE SOUTH 34' 56' 45" EAST 338.03 FEET; THENCE SOUTH 46* 3 1' 04" EAST 90.00 FEET; : , . . THENCE ON A CURVE TO THE LEFT WITH A RADIUS OF 1035.00 $BET, TKE CENTER OF WHICH LIES NORTH 46' 31' 04WEST, THROUGH A CE:NTRALI&NGLE OF 1 7 O 10' 28" AN ARC DISTANCE OF 3 10.24 FEET . . . . . . THENCE SOUTH 63" 41' 32" EAST 3.00 FEET;

. . ; ; . .

TMXCE ON A CURVE TO ~m LEFT WIE A RADTUS OF 10~6.00 &ET, THE CENTER OF WHICH LIES NORTH 63'41' 32" WEST, THROUGH A CENTRAL~WGLE OF 1 l o 55' 50". AN ARC DISTANCE OF 216.56'FEET;

. .

THENCE SOUTH 75O 37' 22" EAST 884.80 FEET; THENCE NORTH 70° 18' 23" EAST 432.85 FEET;

, ,

THENCE NORTIl 00° 32' 03" EAST 568.1 5 FEET TO A POlNT ON TH$ NORTH LINE OF THE NORTHEAST QUARTER OF $.AID SECTION 33;

: : ,

THENCE NORTH 89' 47' 06" WEST.ALC)NO THE NORTH LINE T H E ~ O F AND THE C E ~ ~ E R L I N E OF 176TH STREET EAST 1274.99 FEET TO T I E NOR^ . . QUARTER CORNER OF S A D SECTION 33; THENCE NORTH 890 44' 39" WEST ALONG THE NORTH LINE THE&OF AND THE CENTERLINE OF 176TH STREET EAST 1091:65 FEET TO T I E PO^ . . OF BEGINNING. (BEING SWERCREEK COMMERCIAL SITE)

. . > :

ALSO EXCEPT THE NORTH 30 FEET THEREOF. , , i '

&SO EXCEPT THAT PORTION CONVEYED TO PERCE COUNTY! POR ADDITIONAL RIGHT OF WAY FOR'GEM HEIGmS D W E AND 176TH STREET &ST , BY DEED RECORDED UNDER RECORDING NUMBER 961 0220072.

. , . .

. ,

ALSO EXCEPT GEM HEIGHTS DRIVE DEDICATED TO PIERCE COUNTY IN THE PLAT OF CHENNES PARK, ACCORDINO TO THE PLAT THEREOF, R$CORDHD . .

! . OCTOBER 31,1996, UNDER RECOR~ING NUMBER 961 0310509. . . , , . .

1

AND ALSO EXCEP'r THAT PORTION DEEDED TO PIERCE i:OUNTY;iFOR CHENNES P A M STORM PONI) BY DEED RECORDED UNDER REC0RI)LNG WMBER 9610220073.

: . ..:., ... ..;.,: "3, . -. . 1 Filcd for Rccord at Rcqucst oC

. :

QUIT CLAIM DEED . . . .

. . .

i

THE GRANTOKS, E. THOMAS BLiSS and PATRICIA k COHENOUR, husbvld md !?

. , .. wifc, lo clcnr title and pursuant to ~t t lcmcnl under ~icrcc ~ o u o l y Supcrior Court Cnusc Numbw . . ,

!: . .

95-2-12001-1 and no olhcr considantion convcy and quit claim to RAYMOND L HOWELL .' . % :. . . . - and LISA HOWELL, husband ~d wife. nny inlcrcst lhcy may hnvc in Ulc following dcscribcd

. . j .

. . . MI cstntc and imprnvcmcnb. situatcd in lhc Counly of P i ~ c . Slalc of Washington. togcthcr t i . . . . . . . . . . . . . . . :, with all a c r llcquircd titlc ofUtc Gmntan thcrcin: f: . .

. ? ' ' . \ .:

Mnrk E. Iiolcomb Bomcvillc, VicR. Monan

& McGaldrick Post Oilicc BOX 1533 Tacoma, WA 90401-1533 .

Tnct G o f h ~ c Lot Sluvcy No. 552 xcardcd November 15, 1974 in Volumc 6 ofSurvcys. pagc 52. bcing thc Nonh hallof lhe Soulhwst QuMer oflhc Soulhcesl Qurdcroflhc NodIwcst QuMw of Section 20. Township 22 No&, Range 2 East ofthc W.M., in Picrcc County, Wmhinglon.

Commonly h o w as Picrcc Counly Tnx Pmel No. 02.22-20-2-043. 0-

DATED THIS 2 day df ,1996.

.- ......... - --- -......... . .-

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::I . .

I certify thul I know or hnvu snl i~~n~loly cvidOnCo lhl Pnbicin A., Cohcnour is lhc pcmn who oppcPred bcrom mc, md soid pcmun nclolu~lcdgcd lhat s l~c signed this imlntment ~d

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. I BI( 1289PG3620 . . .r ,._i .

1

. . ... . . . . . . . . . . .

: : . ! . . . . I ccrlify that I know or havc snlisfaclory widcncc that E. Thomos Bliss is thc person who i :: , ':'. , , . . . . . . . . . . ... nppcetd bcforc mc, and snid pmon ocknowlcdgcd that hc oigncd lhis inslmmcnt rind . : . . . . ocknowlcdgcd it lo bc his fxo nnd volunlay act for lhc uses ~d purposes mcnlioncd in thc t I ..

\ j ' . : instrumcnl.

. . . : . . . i. :. .: ..

) .SS I . > . . . . , . .

COUNTY Of PIERCE ) . . . . . . . .

, ......."....... - fl@?L80 ....".'.fg) ?2 8[15

: : ? : '!

IPB111111llliP191111~Y11 200502220131 3 PGS ........ ' . ...'Chlc~eO TlnE 02-22- 2005 ** : , 4 1, . 00 ._: _.. ..........

.......... .... .. , ' , .._.... hftcr Recording, PIERCE COUNTY. W ki H 7 NQTON 1

. ....-, Rerum LO: .... ; , .......... .: . . . . . ' . . . . . .~ .~f~l iw~l~mrnan White & McAuliffe LLP '. ,:." ;,"I@.Fi.fth:$ive. Suite 61 00

i;' ~eatrlk, /,... 'Vi7&281Q4 .. ':, klf&~~tjo~t: K y o ~ ~ g i; Jang

.,.._.. ...- .... .,i' ., .. . . : .- .. _ ........ ..'. ::. i,.. .+. ...... . . . . . . . . i' ... ., , - "" .,.. 'L'... . . . . . ..: . . . : . . ... ,.,.:, ..,,,. . . . . . . ..

.., . . . . '. . \ . - .... 'fj;i*&endrnent to Declaration of Covenants, Conditions,

....I .:." .. ~.~"'KCslrictions and Easements for Silver Creek '.. _,.' _.'. : ... ...... . . . . : . . . . . . . . . . . .. . . ..."., THIS T I . ~ &&W.$~~~ECLARAT~ON OF COVENANTS, CONDITIONS, ~ S ~ ~ : T . I O N S and EASMENTS FOR SILVER CREEK TAmendrnent") is iu&e,.tlits I SF&% of ~'ebruar~, 2005 by LB Silver Creek LLC, a Delaware limited liability.&mp~g ("peclarant"). ....

: ....... -. . : : I . .- .

.I _..' . . . ........." I.> .......... ., :... ~ ~ i f ; " l s . . . . _ ...... . . . ..... A. ~ain ie r ;~ is ta&i .~ . , DccJ&h$'s predecessor, execured that

wtain kcl la ration of.~6vctia~&, Conditions, Rwtrictions and Easements for ~il~&'~~~l'-~ed;ne~eniber 6,1996, recorded under Pierce ~obntv.R&ord&~ &ber 9612120005 and re- . - :. recorded un~ler'r?je~~e.~dkl~&cordin~ number 9612240018, as amended by the h e n d g m i ~ t @ ~ e ~ l a r a t i o n of Covenants, Conditions, ~estricti6ns fi;i ~ a n ' ~ t s for Silver Creek as recorded on Oclober 14i199'8 u$ler!Pierce County number 981 0140660 and re-rec~rded"~u~tJ.2~2002 under Pierce County nuinher 2002082>~1~8f3'atihy~he;~irst Amendment to Declaration of Covenants, coditip& aj~d Resmctions f6r Silver Crcck as rccordcd on ~ o v c m b b lh,d0ill..&$er Pierce County number 2001 1 1 140861 and re-&c~&d,~fi~ust;;15.2003 under Pierce County number 20030825009$~nd.by~'theee~c0nd Amcndrncrd to Dcclaratiorl of ~ o v c ~ ~ n t ~ k ~ ~ d i t i o " s . a n d Restrictions for Silver Creek as record&on ~kLt&'h& 25,2002 uncter Pierct: County number 20020925~~~G4,.&h r~&o'&led August 25,2003 urldcr Picrcc county oum$cr,2fl@dh25&~5 and by amendments and modifications of said &Y,&fioqsi&ord@d under rewrding numbers 200304301487; 20633pf1'210b2;.. 200307171 186; 200404080532; 200406301405;<&1d. 200407270791 (as mended and supplemented anads it'n~tly$Y:: 'i - I.. _.. : l i i e r amended and s~tpplemenled Gom time to limed ; . . . . . . : . collectively, the "Declnrtion"). The real property subjF<f6..%.e.'.. . . . .....""-

....... : ... (' 8..

Declaration is hereaiter called the "Property". All other capitalized terms not othcnvise defined hcrein shall have the same meaning as the identical capitalked terms in thc Declaration.

...... .... .,..'....... .,' .. _ _ ... ,. . .r _ . . . . .,. : .'B.. ...., : DecIarant wishes to subject the Property to the further covenants, . . . . . .

I J I i : , : . ...... . conditions, and restrictions set forth in this Amendment. i ." ; .. ..".,.. .. . . . . . . , .. . . . . . . . . . ...... ;. :..-I ............... ........ .2. :

NOW, THEREFORE, Declarant hereby covenants, agrees, and . . . . . . .:.

.I. ,...:.: . . . . *clares that the Property and the buildings, structures and other

. . . . . . I - . . . *.. ._: C" :-jthprovements hereafter constructed thereon ate, and will be held, ... ......:..'..,.;.'uF&, ... sold, conveyed, leased, and encumbered subject to and . . . . . . . . ._ _. '"..... ..-burdened by the following covenants, conditions, nnd restrictions, . . . . ..I all .of which are for the purpose of enhancing and protecting thc

:. .....:. ;.. ,x~lr&, desirability, a nd attractiveness ofthe Property for the ........ . . _..'

o+ws M f , their heirs, successors, grantces and assigrls. A11 .... ; i .,.., ........ theiKp*6Eedof this Amendment shall be binding q o n all '\....,..bsnl'& 3~quiring any right, title, or interest in the Property or any

.+ar&r@'S'aqd shall inure to thc benefit of the owners thereof .\arid t6..tfii:band$t of the ~ssociation and are intended to be, and

s&ll iin.~a~fksp&ts,,be'&gardcd as, covenants running with t l~c ,,& '... . . . . . ..I ,.. ... . . . . . . . . . . . . . ........ ~ccti&4>0;1 (re&ding the$&t ofthe Association to "Lien to secnre &q&") is herepY&&d: .*. Association's ~ i ~ h t t 6 ' h c ~ . . ~ ~ + : ~ s s o c i a t i o n has the right to lien a Lot for said ~ u t - h n p ' i fqiilrrcio pay assessments, penalties, and or fines im&sed~or,~ii;'lati& of any of the recorded covenants, c~ndih~m;restriet'i~~~a,,~lus any rules and regulations that may be established-~~.'.&; ~ o e d > o f ..... ~irectors frum lime to . . . . . . . time. .' ... : j

: : . . 3 : . . . : ......... ........... IN WITNESS WHEREOF, Declarant has eicc:~,.t!&+:&1endni~t as of the day md . , ........ year first nhove written. ; . .. - . i . . : : : : . . ., ! . . : .. . . . . . .

oEcLA&$T''~.,, ,,,. .,,' ',,: ................. .. ' ..'..

LB SILVER c&E~;&,,...? . a Delaware lim~te+i~~~ilit~,~dkipm~~ . . . . . . . . .

'\ >.. ... . ,..' ........ . . . . .." ..' : . . . . By: PAMI LCC, %f ...... n Delaware fimi&8~.ab;i'~it)r-~~.n~P&Y,

..... : . . . . . .,' .... . . . . .,: ; .............. ........... . . . . . . . . . . . ..I _..' .:" i, ............... ...".... :. .

' ,.I' .:. :, : .. :.

. . . . . .,- ' . . . . . . . ., , - . .,.. ,::.. . . . . . ..' .~.&~.tjf$'th~h&a~ or have satisfactory evidence that f?o \mtcG. z f r l ~ r i s

the per&~Gha.&p(tari;l hefore me, and said person acknowledged that he/sl~e signed this instrmp6nt 9nJn'&Wdl~d,state(tt that hdshe w authorized to execute the theinstrument and nacknow1ed~i~.wt@ ~ ( ~ ' z r ' d ~~~!~dd%%-ofPMI LLC, a Delaware limited linhilit$cogipanj, t$e ni+n@ng member of It$ SILVER CREEK UC, a Delaware limil% 1i2biiity'cmpa~y;<o be the fiee and voluntary act and deed of such party, for the uses'm&~m$&~~iherein _,. . ,...... mentioned.

..' .. '..

In witness wh&e'&~'ti;l'vi'~~ra&~~der set mv hand and affixed mv official s d the .%.' : . - ~

..LA - day a d year iicst abov&wr&&n: ,;' ..+

L L f 4 - q 2% ...... ...."..... ..... %.. . . . . . . . . . . . . :...... ..' ..... ... Signature)" . . . . . ...... . ... . "hlaflbel Ruh

..:.... .... (T$ped or Printed Name) .i

:..-.' ' NOT&Y P ~ L I C in and for the State of , ':&ew"~or~'rcsidin~ at 3% -fb(~/haw~ ~ @ I O ' V Z '*:.., ~~,yp?;inm.pt expires O ~ ~ ~ Y C L xw -.- .............

I' . : : . . . . : . . . : 2 , . . .

After Recording, Return to:

1

Heller Ehrman White & McAuliffe LLP 701 Fifth Ave. Suite 6100 Seattle, WA 98104 Attention: Kyong I. Jang

Third Amendment to Declaration of Covenants, Conditions, Restrictions and Easements for Silver Creek

THIS THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS and EASMENTS FOR SILVER CREEK ("Amendment") is made this 15Ih day of February, 2005 by LB Silver Creek LLC, a Delaware limited liability company ("Declarant").

Recitals

Rainier Vista L.L.C., Declarant's predecessor, executed that certain Declaration of Covenants, Conditions, Restrictions and Easements for Silver Creek dated December 6, 1996, recorded under Pierce County Recording number 9612120005 and re- recorded under Pierce County recording number 9612240018, as amended by the Amendment to Declaration of Covenants, Conditions, Restrictions and Easements for Silver Creek as recorded on October 14,1998 under Pierce County number 9810140660 and re-recorded August 22,2002 under Pierce County number 200208221 188 and by the First Amendment to Declaration of Covenants, Conditions and Restrictions for Silver Creek as recorded on November 14,2001 under Pierce County number 2001 1 1140861 and re-recorded August 25,2003 under Pierce County number 200308250094 and by the Second Amendment to Declaration of Covenants, Conditions and Restrictions for Silver Creek as recorded on September 25,2002 under Pierce County number 200209251214 and re-recorded August 25,2003 under Pierce County number 200308250095 and by amendments and modifications of said restrictions recorded under recording numbers 200304301487; 200305 12 1042; 200307171186; 200404080512; 200406301405; and 200407270791 (as amended and supplemented and as it may be further amended and supplemented from time to time, collectively, the "Declaration"). The real property subject to the

Declaration is hereafter called the "Property". All other capitalized terms not otherwise defined herein shall have the same meaning as the identical capitalized terms in the Declaration.

Declarant wishes to subject the Property to the further covenants, conditions, and restrictions set forth in this Amendment.

NOW, THEREFORE, Declarant hereby covenants, agrees, and declares that the Property and the buildings, structures and other improvements hereafter constructed thereon are, and will be held, used, sold, conveyed, leased, and encumbered subject to and burdened by the following covenants. conditions, and restrictions. all of whici are for the of enhancing and protecting the value, desirability, a nd attractiveness of the Property for the owners thereof, their heirs, successors, grantees &d assigns. All the provisions of this Amendment shall be binding upon all parties acquiring any right, title, or interest in the Property or any part thereof, and shall inure to the benefit of the owners thereof and to the benefit of the Association and are intended to be, and shall in all respects be regarded as, covenants running with the land.

Section 4.10.1 (regarding the right of the Association to "Lien to secure payment") is hereby added:

Association's Right to Lien The Association has the right to lien a Lot for said Lot owner's failure to pay assessments, penalties, and or fines imposed for violation of any of the recorded covenants, conditions, restrictions, plus any rules and regulations that may be established by the Board of Directors from time to time.

n\J WITNESS WHEREOF, Declarant has executed this Amendment as of the day and year first above written.

DECLARANT

LB SILVER CREEK LLC, a Delaware limited liability company

By: PAMI LLC, a Delaware limited liability company,

Name: Authorized'Signatory

ACKNOWLEDGEMENT

State of New York ) 1

County of New York 1

I certify that I know or have satisfactory evidence that #?obey t? >. E r ~ ~ i s the person who appeared before me, and said person acknowledged that helshe signed this instrument on oath and stated that helshe was authorized to execute the instrument and acknowledged it as the ,%dhoYC?Cd % + w h o f PAMI LLC, a Delaware limited liability company, the managing mehber of CB SILVER CREEK LLC, a Delaware limited liability company, to be the free and voluntary act and deed of such party, for the uses and purposes therein mentioned.

In witness whereof I have hereunder set my hand and affixed my official seal the day and year first above written. *-

Signature) Maribel Rulz (Typed or Printed Name)

NOTARY PUBLIC in and for the State of New York, residing at 3*?d&u4 q q @ a z Z My appointment expires O c ~ 8 , 2 0 0 0

MARIBEL RUlZ Notary Publlc State of New YON

No. O ~ R U B O B ~ ~ ~ ~ Quellfled In County of New Yorlt

Gommisslon Explres October 8,2008