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Article XI: Architectural and Design Standards

11.1 General. No improvements (including, but not limited to, staking, clearing, excavation, grading and other site work), exterior alteration of existing improvements (including painting), placement or posting of any object or thing on the exterior of any Lot, Dwelling Unit, other structure or the Common Area (e.g. fences, signs, antennae, clotheslines, playground equipment, lighting, temporary structures, and artificial vegetation), planting or removal of landscaping materials, or installation or removal of an irrigation system shall take place except in compliance with this Article and the Design Guidelines and upon approval of the Modifications Committee under Section 11.2.

Any Owner may remodel, paint or redecorate the interior of structures, including the Dwelling Unit, on his or her Lot without approval. However, modifications to the interior of screened porches, patios, and similar portions of a Lot visible from outside the structures on the Lot shall be subject to this Article and approval as set forth below. No approval shall be required to repaint the exterior of a structure in accordance with the originally approved color scheme or to rebuild in accordance with originally approved plans and specifications.

This Article shall not apply to the activities of the Declarant, nor to improvements to the Common Area by or on behalf of the Association.

This Article may not be amended without the Declarant's written consent so long as the Declarant owns any land subject to this Declaration or subject to annexation to this Declaration.

11.2 Architectural and Design Review: Responsibility for administration of the Design Guidelines and review of all applications for construction and modifications under this Article shall be handled by the Modifications Committee as described in subsection (a). The members of the Modifications Committee need not be Members of the Association or representatives of Members and may, but need not, include architects, engineers or similar professionals, whose compensation, if any, shall be established from time to time by the Board. The Board may establish and charge reasonable fees for review of applications hereunder and may require such fees to be paid in full prior to review.

(a) Modifications Committee: The Board shall establish a Modifications Committee ("MC") to consist of at least three, and no more than five persons, all of whom shall be appointed by and shall serve at the discretion of the Board. The MC shall have exclusive jurisdiction over modifications, additions, or alterations made on or to existing structures on Lots or containing Dwelling Units and the adjacent open space, and shall have exclusive jurisdiction over original construction on all Lots owned by Home Owners.

11.3 Guidelines and Procedures: The Declarant shall prepare the initial Design Guidelines which shall apply to all construction activities within the Properties, except as provided in Section 11.1. The Design Guidelines may contain general provisions applicable to all of the Properties, as well as specific provisions which vary from one portion of the Properties to another depending upon the location, unique characteristics, intended use, the Master Plans, the Ordinance, and any other applicable zoning ordinances.

The MC shall adopt such Design Guidelines at its initial organizational meeting and thereafter shall have sole and full authority to amend or supplement them from time to time. Any amendments to the Design Guidelines shall apply to construction and modifications commenced after the date of such amendment only and shall not apply to require modifications to or removal of structures previously approved once the approved construction or modification has commenced.

The MC shall make the Design Guidelines available to Owners and Builders who seek to engage in development or construction within the Properties and all such Persons shall conduct their activities in accordance with such Design Guidelines. In the Declarant's discretion, such Design Guidelines may be recorded in the Office of the County Recorder, in which event the recorded version, as it may unilaterally be amended from time to time, shall control in the event of any dispute as to which version of the Design Guidelines was in effect at any particular time.

11.4 Submission of Plans and Specifications:

(a) No construction or improvements shall be commenced, erected, placed or maintained on any Lot, nor shall any exterior addition, change or alteration be made thereto, until the plans and specifications ("Plans") showing site layout, structural design, exterior elevations, exterior materials and colors, signs, landscaping, drainage, lighting, irrigation, utility facilities layout, and screening therefor shall have been submitted to and approved in writing by the MC. The Design Guidelines shall set forth the procedure for submission of the Plans.

(b) In reviewing each submission, the MC may consider visual and environmental impact, ecological compatibility, natural platforms and finish grade elevation, harmony of external design with surrounding structures and environment, location in relation to surrounding structures and plant life. The MC may require relocation of native plants within the construction site or the installation of an irrigation system for the landscaping including the natural plant life on the Lot as a condition of approval of any submission.

The MC shall, within the period specified in the Design Guidelines, advise the party submitting the same, in writing, at an address specified by such party at the time of submission, of (i) the approval of Plans, or (ii) the segments or features of the Plans which are deemed by the MC to be inconsistent or not in conformity with this Declaration and/or the Design Guidelines, the reasons for such finding, and suggestions for the curing of such objections. Notice shall be deemed to have been given at the time the envelope containing such notice, properly addressed, and postage prepaid, is deposited with the U.S. Postal Service, registered or certified mail, return receipt requested. Personal delivery of such written notice shall, however, be sufficient and shall be deemed to have been given at the time of delivery to the submitting party. In the event the MC fails to advise the submitting party by written notice within the period specified in the Design Guidelines of either the approval or disapproval and suggestions for curing the objections of the MC of the Plans, approval shall be deemed to have been denied.

(c) If construction does not commence on a project for which Plans have been approved within one-hundred twenty (120) days of such approval, such approval may be deemed withdrawn, and it shall be necessary for the Owner to resubmit the Plans to the MC for reconsideration. If construction is not completed on a project for which plans have been approved within the period set forth in the Design Guidelines or in the approval, such approval shall be deemed withdrawn, and such incomplete construction shall be deemed to be in violation of this Article.

11.5 No Waiver of Future Approval: Each Owner acknowledges that the member of the MC will change from time to time and that interpretation, application and enforcement of the Design Guidelines may vary accordingly. Approval of proposals, plans and specifications, or drawings for any work done or proposed, or in connection with any other matter requiring approval, shall not be deemed to constitute a waiver of the right to withhold approval as to any similar proposals, plans and specifications, drawings, or other matters subsequently or additionally submitted for approval.

11.6 Variance: The MC may authorize variances in writing from its guidelines and procedures, but only: (a) in accordance with duly adopted rules and regulations, (b) when unique circumstances dictate such as unusual topography, natural obstructions, hardship or aesthetic or environmental considerations require, and (c) when construction in accordance with the variance would be consistent with the purposes of the Declaration and compatible with existing and anticipated uses of adjoining properties. Inability to obtain, or the terms of, any governmental approval, or the terms of any financing shall not be considered a hardship warranting a variance.

11.7 Limitation of Liability: Review and approval of any application pursuant to this Article is made on the basis of aesthetic considerations only and the MC shall not bear any responsibility for ensuring the structural integrity or soundness of approved construction or modifications, nor for ensuring compliance with building codes and other governmental requirements. Neither the Declarant, the Association, the Board, the MC, any committee, nor member of any of the foregoing shall be held liable for any injury, damages, or loss arising out of the manner or quality of approved construction on or modifications to any Lot.

11.8 Enforcement. Any construction, alteration, or other work done in violation of this Article shall be deemed to be nonconforming. Upon written request from the Board or the Declarant, Owners shall, at their own cost and expense and within such reasonable time frame as set forth in such written notice, cure such nonconformance to the satisfaction of the requestor or restore the property, Lot and/or Dwelling Unit to substantially the same condition as existed prior to the nonconforming work. Should an Owner fail to remove and restore as required, the Board or its designees shall have the right to enter the property, remove the violation, and restore the property to substantially the same condition as previously existed. All costs, together with the interest at the maximum rate then allowed by law, may be assessed against the benefited Lot and collected as a Benefited Assessment unless otherwise prohibited in this Declaration.

All acts by any contractor, subcontractor, agent, employee, or invitee of an Owner shall be deemed as an act done by or on behalf of such Owner. Any contractor, subcontractor, agent, employee, or other invitee of an Owner who fails to comply with the terms and provisions of this Article and the Design Guidelines may be excluded by the Board from the Properties, subject to the notice and hearing procedures contained in the Bylaws. In such event, neither the Association, its officers, or directors shall be held liable to any Person for exercising the rights granted by this paragraph.

In addition to the foregoing, the Association shall have the authority and standing to pursue all legal and equitable remedies available to enforce the provisions of this Article and the decisions of the MC.

Article XII: Use Restrictions

12.1 Plan of Development; Applicability; Effect: Declarant has established a general plan of development for the Properties under this Declaration in order to protect all Owners' quality of life and collective interests, the aesthetics and environment within the Properties, and the vitality of and sense of community within the Properties, all subject to the Board's and the Members' ability to respond to changes in circumstances, conditions, needs, and desires within the community. The Properties are subject to Design Guidelines as set forth in Article XI and other restrictions governing land development, architectural and design control, individual conduct and uses of or actions upon the Properties. This Declaration, including the Initial Use Restrictions attached hereto as Exhibit "C" and incorporated by this reference, and the rules and resolutions adopted by the Board or the Members establish affirmative and negative covenants, easements, and restrictions on the Properties.

All provisions of this Declaration and any rules shall apply to all Owners, occupants, tenants, guests and invitees of any Lot. Any lease on any Lot shall provide that the lessee and all occupants of the leased Lot shall be bound by the terms of this Declaration, the Bylaws, and the rules of the Association.

12.2 Authority to Promulgate Use Restrictions and Rules:

(a) Subject to the terms of this Article and in accordance with its duty of care and undivided loyalty to the Association and its Members, the Board may adopt rules which modify, cancel, limit, create exceptions to, or expand the initial Use Restrictions set forth in Exhibit "C." The Board shall send notice by mail to all Owners concerning any such proposed action at least five (5) days prior to the Board Meeting at which such action is to be considered. Members shall have a reasonable opportunity to be heard at a Board meeting prior to such action being taken.

Any such rules shall become effective after compliance with subsection (c) of this Section unless such rules are disapproved by Members representing at least sixty-seven percent (67%) of the total Class "A" vote and by the Declarant, so long as the Declarant owns any property described in Exhibits "A" and "B." The Board shall have no obligation to call a meeting of the Members to consider disapproval except upon receipt of a petition of the Members as required in Section 2.4 in the Bylaws for special meetings. If a meeting to consider disapproval of a rule is requested by the Members prior to the effective date of such rule, the rule may not become effective until after such meeting is held.

(b) Alternatively, the Members at a meeting duly called for such purpose, may adopt rules which modify, cancel, limit, create exceptions to, or expand the Use Restrictions and previously adopted rules by a vote of Members representing sixty-seven percent (67%) of the total Class "A" vote and the approval of the Declarant, so long as the Declarant owns any property described in Exhibits "A" or "B".

(c) At least thirty (30) days prior to the effective date of any action under subsections (a) or (b) of this Section, the Board shall send a copy of the rule to each Owner specifying the effective date of such rule. The Association shall provide, without cost, a copy of the Use Restrictions and rules then in effect to any requesting Member or Mortgagee.

12.3 Owners' Acknowledgment: All Owners are subject to the Use Restrictions
and are given notice that (a) their ability to use their privately owned property is limited thereby, and (b) the Board and/or the Members may add, delete, modify, create exceptions to, or amend the use Restrictions in accordance with Section 12.2,12.3, and 18.2.

Each Owner by acceptance of a deed acknowledges and agrees that the use and enjoyment and marketability of his or her property can be affected by this provision and that the Use Restrictions and rules may change from time to time.

12.4 Rights of Owners: Except as may be specifically set forth in the Initial Use Restrictions, neither the Board nor the Members may adopt any rule in violation of the following provisions:

(a) Equal Treatment: Similarly situated Owners and occupants shall be treated similarly.

(b) Speech: The rights of Owners and occupants to display on their Lot political signs and symbols of the kinds normally displayed in or outside of residences located in single-family residential neighborhoods in individually owned property shall not be abridged, except that the Association may adopt reasonable time, place, and manner restrictions regulating signs and symbols which are visible from outside the Lot.

(c) Preference of Faith and Holiday Displays: The rights of Owners and occupants to display religious and holiday signs, symbols, and decorations on their Lots of the kinds normally displayed in residences located in single-family residential neighborhoods shall not be abridged, except that the Association may adopt reasonable time, place, and manner restrictions regulating displays which are visible from outside the Lot.

(d) Household Composition: No rule shall interfere with the freedom of occupants of Dwelling Units to determine the composition of their households, except that the Association shall have the power to require that all occupants be members of a single housekeeping unit and to limit the total number of occupants permitted in each Dwelling Unit on the basis of the size and facilities of the Dwelling Unit and its fair share use of the Common Area.

(e) Activities Within Dwelling Units: No rule shall interfere with the activities carried on within the confines of Dwelling Units, except that the Association may prohibit activities not normally associated with property restricted to residential use, and it may restrict or prohibit any activities that create monetary costs for the Association or other Owners, that create a danger to The health or safety of occupants of other Dwelling Units, that generate excessive noise or traffic, that create unsightly conditions visible outside the Dwelling Unit, or that create an unreasonable source of annoyance.

(f) Pets: The Association may adopt reasonable rules designed to minimize damage and disturbance to other Owners and occupants, including rules requiring damage deposits, waste removal, leash controls, noise controls, pet occupancy limits based on size and facilities of the Lot and fair share use of the Common Area; provided, however, any rule prohibiting the keeping of ordinary household pets shall apply prospectively only and shall not require the removal of any pet which was being kept on the Properties prior to the adoption of such rule. Nothing in this provision shall prevent the Association from requiring removal of any animal that presents an actual threat to the health or safety of residents or from requiring abatement of any nuisance or unreasonable source of annoyance. No Owner shall be permitted to raise, breed or keep animals or poultry of any kind for commercial or Business purposes.

(g) Allocation of Burdens and Benefits: Except as permitted by Section 2.2, the initial allocation of financial burdens and rights to use Common Areas among the various Lots shall not be changed to the detriment of any Owner over that Owner's objection expressed in writing to the Association. Nothing in this provision shall prevent the Association from changing the use of the Common Areas as provided in Section 4.11, from adopting generally applicable rules for use of Common Areas, or from denying use privileges to those who abuse the Common Area, violate rules or this Declaration, or fail to pay assessments. This provision does not affect the right to increase the amount of assessments as provided in Article X.

(h) Alienation: No rule shall prohibit the leasing or transferring of any Lot, or require consent of the Association or Board for leasing or transferring of any Lot; provided, the Association may require that Owner use lease forms approved by the Association, but shall not impose any fee on the lease or transfer of any Lot greater than an amount reasonably based on the costs to the Association or its costs to administer that lease or transfer.

(i) Reasonable Rights to Develop: No rule or action by the Association or Board shall unreasonably impede Declarant's right to develop in accordance with the Master Plans and the Ordinance, including, but not limited to, the rights of the Declarant as set forth in Article XV.

(j) Abridging Existing Rights: Any rule which would require Owners to dispose of personal property being kept on the properties shall apply prospectively only and shall not require the removal of any property which was being kept on the Properties prior to the adoption of such rule and which was in compliance with any rules in force at such time unless otherwise required to be removed by law. The limitations in this Section 12.4 shall apply to rules only; they shall not apply to amendments to this Declaration adopted in accordance with Section 18.2.

Article XIII: Easements

13.1 Easements of Encroachment: Declarant reserves unto itself, so long as it owns any property described on Exhibits "A", or "B" of this Declaration, easements of encroachment, and for maintenance and use of any permitted encroachment, between each Lot and any adjacent Common Area and between adjacent Lots due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with this Declaration) to a distance of not more than three feet, as measured from any point on the common boundary along a line perpendicular to such boundary. However, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of the Declarant.

13.2 Easements for Utilities, Etc: Declarant reserves unto itself, so long as it owns any property described on Exhibits "A" and "B" of this Declaration, and grants to the Association an easement for the purpose of access and maintenance upon, across, over, and under all of the Properties to the extent reasonably necessary to install, replace, or repair systems, roads, walkways, bicycle pathways, trails, lakes, ponds, wetlands, drainage systems, street lights, signage, and all utilities, including, but not limited to, water, sewers, meter boxes, telephone, gas, and electricity. The Declarant and/or the Association may assign these rights to any local utility supplier, cable company, security company or other company providing a service or utility to Bellasera subject to the limitations herein.

This easement shall not entitle the holders to construct or install any of the foregoing systems, facilities, or utilities over, under or through any existing Dwelling Unit on a Lot, and any damage to a Lot resulting from the exercise of this easement shall promptly be repaired by, and at the expense of, the Person exercising the easement. The exercise of this easement shall not unreasonably interfere with the use of the Lot and, except in an emergency, entry onto any Lot shall be made only after reasonable notice to the Owner or occupant.

Declarant specifically grants to the local utility suppliers easements across the Properties for ingress, egress, installation, reading, replacing, repairing, and maintaining utility meters and boxes. However, the exercise of this easement shall not extend to permitting entry into the Dwelling Unit on any Lot, nor shall any utilities be installed or relocated on the Properties, except as approved by the Board or Declarant.

13.3 Easements to Serve Additional Property: The Declarant hereby reserves for itself and its duly authorized agents, representatives, employees, successors, assigns, licensees, and Mortgagees, an easement over the Common Area for the purposes of enjoyment, use, access, and development of the property described in Exhibit "B" whether or not such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area for construction of roads and for connecting and installing utilities on such property. Declarant agrees that it and its successor or assigns shall be responsible for any damage caused to the Common Area as a result of vehicular traffic connected with development of such property. Declarant further agrees that if the easement is exercised for permanent access to such property and such property or any portion thereof is not made subject to this Declaration, the Declarant, its successors or assigns shall enter into a reasonable agreement with the Association to share the cost of maintenance of any access roadway serving such property.

13.4 Easements for Cross-Drainage: Every Lot and the Common Area shall be burdened with easements for natural drainage of storm water runoff from other portions of the Properties; provided, no Person shall alter the natural drainage on any Lot to increase materially the drainage of storm water onto adjacent portions of the Properties without the consent of the Owners(s) of the affected property and the Board.

13.5 Right of Entry: Authorized agents of the Association shall have the right, but not the obligation, and a perpetual easement is hereby granted to the Association, to enter all portions of the Properties, including each Lot, for emergency, security, and safety reasons. Except in emergencies, entry onto a Lot shall be only during reasonable hours and after notice to and permission from the Owner thereof. This easement includes the right to enter any Lot to cure any condition which increases the risk of fire or other hazard if an Owner fails or refuses to cure the condition within a reasonable time after request by the Board, but does not authorize entry into any Dwelling Unit without permission of the Owner.

13.6 Easements for Maintenance and Enforcement: Authorized agents of the Association shall have the right, and a perpetual easement is hereby granted to the Association, to enter all portions of the Properties, including each Lot to (a) perform its maintenance responsibilities under Article V, and (b) make inspections to ensure compliance with this Declaration, any Supplemental Declaration, Bylaws, and rules. Except in emergencies, entry onto a Lot shall be only during reasonable hours and after notice to and permission from the Owner. This Easement shall be exercised with a minimum of interference to the quiet enjoyment to Owners' property, and any damage shall be repaired by the Association at its expense.

The Association may also enter a Lot to abate or remove, using such measures as may be reasonably necessary, any structure, thing or condition which violates the Declaration, any Supplemental Declaration, by the Bylaws, the Design Guidelines, or the rules. All costs incurred, including reasonable attorneys' fees, shall be assessed against the violator as a Benefited Assessment.

13.7 Rights to Storm Water Runoff and Water Reclamation: Declarant hereby reserves for itself and its designees, all rights to ground water, surface water, and storm water runoff within the Properties, and each Owner agrees, by acceptance of a deed to a Lot, that Declarant shall retain all such rights. Such right shall include an easement over the Properties for access, and for installation and maintenance of facilities and equipment to capture and transport such water and runoff.

Article XIV: Mortgage Provisions

The following provisions are for the benefit of holders, insurers and guarantors of first Mortgages on Lots in the Properties. The provisions of this Article apply to both this Declaration and to the Bylaws, notwithstanding any other provisions contained therein.

14.1 Notices of Action: An institutional holder, insurer, or guarantor of a first Mortgage who provides written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the street address of the Lot to which its Mortgage relates, thereby becoming an "Eligible Holder"), will be entitled to timely written notice of:

(a) Any condemnation loss or any casualty loss which affects a material portion of the Properties or which affects any Lot on which there is a first Mortgage held, insured, or guaranteed by such Eligible Holder;

(b) My delinquency in the payment of assessments or charges owed by a Lot subject to the Mortgage of such Eligible Holder, where such delinquency has continued for a period of sixty (60) days, or any other violation of the Declaration or Bylaws relating to such Lot or the Owner or Occupant which is not cured within sixty (60) days. Notwithstanding this provision, any holder of a first Mortgage is entitled to written notice upon request from the Association of any default in the performance by an Owner of a Lot of any obligation under the Declaration or Bylaws which is not cured within sixty (60) days;

(c) Any lapse, cancellation, or material modification of any insurance policy maintained by the Association; or

(d) Any proposed action which would require the consent of a specified percentage of Eligible Holders.

14.2 Special FHLMC Provision: So long as required by the Federal Home Loan Mortgage Corporation, the following provisions apply in addition to and not in lieu of the foregoing. Unless at least sixty-seven percent (67%) of the first Mortgagees or Members representing at least sixty-seven percent (67%) of the total Association vote entitled to cast consent, the Association shall not:

(a) By act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer all or any portion of the real property comprising the Common Area which the Association owns, directly or indirectly (the granting of easements for public utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a transfer within the meaning of this subsection);

(b) Change the method of determining the obligations, assessments, dues or other charges which may be levied against an Owner or a Lot. (A decision, including contracts, by the Board or provisions of any declaration subsequently recorded on any portion of the Properties regarding assessments for Neighborhoods or other similar areas shall not be subject to the provision where such decision or subsequent declaration is otherwise authorized by this Declaration.);

(c) By act or omission change, waive, or abandon any scheme of regulations or enforcement pertaining to architectural design, exterior appearance or maintenance of Lots and the Common Area. (The issuance and amendment of architect rural standards, procedures, rules and regulations, or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this provision.);

(d) Fail to maintain insurance, as required by this Declaration; or

(e) Use hazard insurance proceeds for any Common Area losses for other than the repair, replacement, or reconstruction of such property.

First Mortgagees may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Area and may pay overdue premiums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate reimbursement from the Association.

14.3 Other Provisions for First Lien Holders: To the extent possible under Arizona law:

(a) Any restoration or repair of the Properties after a partial condemnation or damage due to an insurable hazard shall be performed substantially in accordance with this Declaration and the original plans and specifications unless the approval is obtained of the Eligible Holders of first Mortgages on Lots to which at least fifty-one percent (51%) of the votes of Lots subject to Mortgages held by such Eligible Holders are allocated.

(b) Any election to terminate the Association after substantial destruction or a substantial taking in condemnation shall require the approval of the Eligible Holders of first Mortgages on Lots to which at least fifty-one percent (51 %) of the votes of Lots subject to Mortgages held by such Eligible Holders are allocated.

14.4 Amendments to Documents: The following provisions do not apply to amendments to the constituent documents or termination of the Association made as a result of destruction, damage, or condemnation pursuant to Section 14.3(a) and (b), or to the addition of land in accordance with Article IX.

(a) The consent of Owners representing at least sixty-seven percent (67%) of the Class "A" votes and of the Declarant, so long as it owns any land subject to this Declaration, and the approval of the Eligible Holders of first Mortgages on Lots to which at least sixty-seven percent (67%) of the votes of Lots subject to a Mortgage appertain, shall be required to terminate the Association.

(b) The consent of Owners representing at least sixty-seven percent (67%) of the Class "A" votes and of the Declarant, so long as it owns any land subject to this Declaration, and the approval of Eligible Holders of first Mortgages on Lots to which at least fifty-one percent
(51%) of the votes of Lots subject to a Mortgage appertain, shall be required materially to amend any provisions of the Declaration, Bylaws, or Articles of Incorporation, or to add any material provisions thereto which establish, provide for, govern, or regulate any of the following:

(i) voting;
(ii) assessments, assessment liens, or subordination of such liens;
(iii) reserves for maintenance, repair, and replacement of the Common Area;
(iv) insurance or fidelity bonds;
(v) rights to use the Common Area;
(vi) responsibility for maintenance and repair of the Properties;
(vii) expansion of contraction of the Properties or the addition, annexation, or withdrawal of Properties to or from the Association;
(viii) boundaries of any Lot;
(ix) leasing of Lots;
(x) Imposition of any right of first refusal or similar restriction of the right of any Owner to sell, transfer, or otherwise convey his or her Lot;
(xi) establishment of self-management by the Association where professional management has been required by an Eligible Holder; or
(xii) any provisions included in the Declaration, Bylaws, or Articles of Incorporation which are for the express benefit of holders, guarantors, or insurers of first Mortgages on Lots.

14.5 No Priority: No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.

14.6 Notice to Association: Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Lot.

14.7 Amendment by Board. Should the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation subsequently delete any of its respective requirements which necessitate the provisions of this Article or make any such requirements less stringent. The Board, without approval of the Owners, may record an amendment to this Article to reflect such changes.

14.8 Applicability of Article XIV: Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, Bylaws, or Arizona law for any of the acts set out in this Article.

14.9 Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request, provided such request is delivered to the Mortgagee by certified or registered mail, return receipt requested.

Article XV: Declarant's Rights

Any or all of the special rights and obligations of the Declarant set forth in this Declaration or the Bylaws may be transferred to other Persons, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that contained in this Declaration or the Bylaws. No such transfer shall be effective unless it is in a written instrument signed by the Declarant and duly recorded in the Office of the County Recorder. Nothing in this Declaration shall be construed to require Declarant or any successor to develop any of the property set forth in Exhibit "B" in any manner whatsoever.

Each Owner, by accepting title to a Lot and becoming an Owner, and each other Person, by acquiring any interest in the Properties, acknowledges awareness that Bellasera is a master planned community, the development of which is likely to extend over many years, and agrees not to protest or otherwise object to (a) zoning or changes in zoning or to uses of, or changes in density of, the Properties (other than within said owner's or other Persons' Neighborhood), or (b) changes in any conceptual or master plan for the Properties, including, but not limited to, the Master Plans (other than within said Owner's or other Person's Neighborhood); provided, such revision is or would be lawful (including, but not limited to, lawful by special use permit, variance or the like) and is not inconsistent with what is permitted by the Declaration (as amended from time to time).

So long as construction and initial sales of Lots shall continue, the Declarant and Builders authorized by Declarant may maintain and carry on upon the Common Area and any property owned by the Declarant such facilities and activities as, in the sole opinion of the Declarant, may be reasonably required, convenient, or incidental to the construction or sale of such Lots, including, but not limited to, business offices, signs, model units, sales offices, and storage of building materials. The Declarant and authorized Builders shall have easements for access to and use of such facilities. The Declarant's or Builder's unilateral right to use the Common Area for purposes stated in this paragraph shall not be exclusive and shall not unreasonably interfere with use of such Common Areas by Owners unless leased pursuant to a lease agreement with the Association providing for payment of reasonable rent. Without the specific written approval of the Declarant, neither the Association nor any neighborhood Association shall adopt any policy, rule or procedure that:

(a) Limits the access of the Declarant, its successors, assigns and/or affiliates or their personnel and/or guests, including visitors, to the Common Areas of the Association or to any property owned by any of them;

(b) Limits or prevents the Declarant, its successors, assigns and/or affiliates or their personnel from advertising, marketing or using the Association or its Common Areas or any property owned by them in promotional materials;

(c) Limits or prevents purchasers of new residential housing constructed by the Declarant, any Builder, their successors, assigns and/or affiliates in Bellasera from becoming members of the Association or enjoying full use of its Common Areas, subject to the membership provisions of this Declaration and the Bylaws;

(d) Discriminates against or singles out any group of Association members or prospective members or the Declarant (this provision shall expressly prohibit the establishment of a fee structure (i.e., assessments, Special Assessments and other mandatory fees or charges) that discriminates against or singles out any group of Association members or the Declarant, but shall not prohibit the establishment of Benefited Assessments);

(e) Impacts the ability of the Declarant, its successors, assigns and/or affiliates, to carry out to completion its development plans and related construction activities for Bellasera as such plans are expressed in the Master Plans and the Ordinance as such may be amended and updated from time to time. Policies, rules or procedures affecting the provisions of existing easements established by the Declarant and limiting the establishment by the Declarant of easements necessary to complete Bellasera shall be expressly included in this provision. Easements that may be established by the Declarant shall include but shall not be limited to easements for development, construction and landscaping activities and utilities; or

(f) Impacts the ability of the Declarant, its successors, assigns and/or affiliates to develop and conduct customer service programs and activities in a customary and reasonable manner.

Neither the Association nor the Neighborhood Association shall exercise its authority over the Common Areas (including, but not limited to, any gated entrances and other means of access to the Properties or the Exhibit "B" property) to interfere with the rights of the Declarant set forth in this Declaration or to impede access to any portion of the Properties or the Exhibit "B" Property over the streets and other Common Areas within the Properties.

No Person shall record any declaration of covenants, conditions and restrictions, or declaration of condemnation or similar instrument affecting any portion of the Properties without Declarant's review and written consent. Any attempted recordation without such consent shall result in such instrument being void and of no force and effect unless subsequently approved by recorded consent signed by the Declarant.

This Article may not be amended without the written consent of the Declarant. The rights contained in this Article shall terminate upon the earlier of (a) twenty (20) years after the conveyance of the first Lot to a Home Owner after the issuance of the first Public Report, or (b) upon recording by Declarant of a written statement that all sales activity has ceased. Thereafter, the Declarant and Builders may continue to use the Common Areas for purposes stated in this Article only pursuant to a rental or lease agreement between the Declarant and/or such Builder and the Association which provides for rental payments based on the fair market rental value of any such portion of the Common Areas.

Article XVI: Dispute Resolution

The Association, Declarant, Owners, all Persons subject to this Declaration, and any person not otherwise subject to this Declaration who agrees to submit to this Article (collectively, "Bound Parties") agree to encourage the amicable resolution of disputes involving the Properties and to avoid the emotional and financial costs of litigation if at all possible. Accordingly, each Bound Party covenants and agrees that it shall attempt to resolve all claims, grievances or disputes between such Bound Party and any other Bound Party involving the Properties, including, without limitation, claims, grievances or disputes arising out of or relating to the interpretation, application or enforcement of this Declaration, the Bylaws, the Association rules, or the Articles of Incorporation (collectively, "Claim") through alternative dispute resolution methods, such as mediation and arbitration.

Bound Parties may pursue any lawful means, including alternative dispute resolution methods, to resolve (a) any suit by the Association by Bound Party to enforce the provisions of
Article X; or (b) any suit by the Association to obtain a temporary restraining order (or equivalent emergency equitable relief) and such other ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions of Article XI and Article XII; or (c) any suit between Owners (other than the Declarant) seeking redress on the basis of a Claim which would constitute a cause of action under the law of the State of Arizona in the absence of a claim based on the Declaration, Bylaws, Articles or rules of the Association, if the amount in controversy exceeds $5,000.00. Any Bound Party may submit such Claims to alternative dispute resolution methods, but there shall be no obligation to do so.

To foster the amicable resolution of disputes, the Board may adopt alternative dispute resolution procedures applicable to all Bound Parties.

Article XVII: General Provisions

17.1 Term: This Declaration shall run with and bind the Properties, and shall inure to the benefit of and shall be enforceable by the Association or any Owner, their respective legal representative, heirs, successors, and assigns, for a term of twenty (20) years from the date this Declaration is recorded. After such time, this Declaration shall be automatically extended for successive periods of ten (10) years, unless an instrument in writing, signed by a majority of the then Owners, has been recorded within the year preceding each extension, agreeing to amend, in whole or in part, or terminate this Declaration, in which case this Declaration shall be amended or terminated as specified therein.

17.2 Amendment:

(a) By Declarant: Prior to the conveyance of the first Lot to a Home Owner and prior to the issuance of the first Public Report, Declarant may unilaterally amend this Declaration. After the issuance of the first Public Report and prior to the first conveyance pursuant to such Public Report, Declarant may unilaterally amend this Declaration. After the conveyance of any Lot, the Declarant may unilaterally amend this Declaration if such amendment is (i) necessary to bring any provision into compliance with any applicable governmental statutes, rule, regulation, or judicial determination; (ii) necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; or (iii) required by an institutional or governmental lender or purchaser of Mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable it to make or purchase Mortgage loans on the Lots; (iv) necessary to enable any governmental agency or reputable private insurance company to guarantee or insure Mortgage loans on the Lots; or (v) otherwise necessary to satisfy the requirements of any governmental agency for approval of this Declaration. However, any such amendment shall not adversely affect the title to any Lot unless the Owner shall consent thereto in writing. Thereafter and otherwise, this Declaration may be amended in accordance with Section 18.2(b).

(b) By Owners: Unless the Declarant has the right to amend this Declaration in accordance with Section 17.2, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof of Members representing sixty-seven percent (67%) of each class of Members. After conversion of the Class "B" membership to Class "A" membership, the Declaration may be amended by the vote or written consent of the Members representing at least (a) sixty-seven percent (67%) of the Members; and (b) sixty-seven percent (67%) of the Members other than the Declarant.

In addition, the approval requirements set forth in Article XIV hereof shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the percentage of affirmative votes required for action to be taken under that clause.

(c) Validity and Effective Date of Amendments: Amendments to this Declaration shall become effective upon recordation in the Office of the County Recorder unless a later effective date is specified therein. Any procedural challenge to an amendment must be made within six months of its recordation or such amendment shall be presumed to have been validly adopted. In no event shall a change of conditions or circumstances operate to amend any provisions of this Declaration.

If an Owner consents to any amendment to this Declaration or the Bylaws, it will be conclusively presumed that such Owner has the authority so to consent, and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.

No amendment may remove, revoke, or modify any right or privilege of the Declarant without the written consent of the Declarant or the assignee of such right or privilege.

17.3 Severability: Invalidation of any provision of this Declaration, in whole or in part, or any application of a provision of this Declaration by judgment or court order shall in no way affect other provisions or applications.

17.4 Perpetuities: If any of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England.

17.5 Cumulative Effect; Conflict: The covenants, restrictions, and provisions of this Declaration shall be cumulative with those of any Neighborhood and the Association may, but shall not be required to, enforce the covenants, conditions, and provisions of any Neighborhood; provided, however, in the event of conflict between or among such covenants and restrictions, and provisions of any articles of incorporation, bylaws, rules and regulations, policies, or practices adopted or carried out pursuant thereto, those of any Neighborhood shall be subject and subordinate to those of the Association. The foregoing priorities shall apply, but not be limited to, the liens for assessments created in favor of the Association.

17.6 Use of the Word "Bellasera": No Person shall use the word "Bellasera" or any derivative, or any other term which Declarant may select as the name of this development or any component thereof, in any printed or promotional material without the Declarant's prior written consent. However, Owners may use the word "Bellasera" in printed or promotional matter solely to specify that particular property is located within the Properties and the Association shall be entitled to use the word "Bellasera" in its name.

17.7 Del Webb Marks: Any use by the Association of names, marks or symbols of Del Webb Corporation or any of its affiliates (collectively, "Del Webb Marks") shall insure to the benefit of Del Webb Corporation and shall be subject to Del Webb Corporation's periodic review for quality control. The Association shall enter into license agreements with Del Webb Corporation, terminable with or without cause and in a form specified by Del Webb Corporation in its sole discretion, with respect to permissive use of certain Del Webb Marks. The Association shall not use any Del Webb Mark without Del Webb Corporation's prior written consent.

17.8 Compliance: Every Owner and occupant of any Lot shall comply with this Declaration, the Bylaws, and the rules of the Association. Failure to comply will be grounds for an action to recover sums due, for damages or injunctive relief, or for any other remedy available at law or in equity, by the Association or, in a prior case, by any aggrieved Lot Owner(s).

17.9 Notice of Sale or Transfer of Title: Any Owner desiring to sell or otherwise transfer title to his or her Lot shall give the Board at least ten days prior written notice of the name and address of the purchaser or transferee, the date of such transfer of title, and such other information as the Board may reasonably require. The transferor shall continue to be jointly and severally responsible with the transferee for all obligations of the Owner of the Lot, including assessment obligations, until the date upon which such notice is received by the Board, notwithstanding the transfer of title.

17.10 Attorneys' Fees: In the event of an action instituted to enforce any of the provisions contained in this Declaration, the Articles of Incorporation or the Bylaws, the party prevailing in such action shall be entitled to recover from the other party thereto as part of the judgment, reasonable attorneys' fees and costs, including administrative and lien fees, of such suit. In the event the Association is a prevailing party in such action, the amount of such attorneys' fees and costs shall be a Benefited Assessment with respect to the Lot(s) involved in the action.

17.11 Enforcement of the Bonded Obligations: In the event the improvements to the Common Area have not been completed prior to the issuance of a permit covering the Properties by the Arizona Real Estate Commissioner and the Association is an obligee under a bond or other arrangement ("Bond"), to secure performance of the commitment of the Declarant or the Builder to complete such improvements, the following provisions shall apply:

(a) The Board shall consider and vote upon the question of action by the Association to enforce the obligations under the Bond with respect to any improvements for which a "Notice of Completion" has not been filed within sixty (60) days after the completion date specified for such improvement in the "Planned Construction Statement" appended to the Bond. If the Association has given an extension in writing for the completion of any Common Area improvement, the Board shall consider and vote on the aforesaid question if a "Notice of Completion" has not been filed within thirty (30) days after the expiration of the said extension.

(b) In the event the Board determines not to initiate action to enforce the obligations under the Board or in the event the Board fails to consider and vote upon such question, as provided above, the Board shall call a special meeting of the Members for the purpose of voting to override such decision or such failure to act by the Board. Such meeting shall be called according to the provisions of the Bylaws with regard to meetings of the Members, but in any event such meeting shall be held not less than thirty-five (35) nor more than forty-five (45) days after receipt by the Board of a petition for such meeting, signed by Members representing not less than five percent (5%) of the Members of the Association.

(c) The only Members entitled to vote at such a meeting shall be the Owners, other than the Declarant. A vote at such meeting of a majority of the Owners, other than the Declarant, to take action to enforce the obligations under the bond shall be deemed to be the decision of the Association, and the Board shall thereafter implement such decision by initiating and pursuing appropriate action in the name of the Association.
IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration
this 17th day of July, 1997.

BELLASERA CORP, d/b/a Del Webb Bellasera Corp., an Arizona corporation

By: _________________________________
Name: _________________________________
Title: _________________________________

Attest: ________________________________
Name: ________________________________
Title: ________________________________

STATE OF ARIZONA )
)ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 17th day of July, 1997,
by Andrew G. Miller, the Secretary of BELLASERA CORP., d/b/a Del Webb Bellasera Corp., an Arizona corporation.
Jill D. Kessler
Notary Public

(Seal and Expiration)

SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS,
AND RESTRICTIONS FOR BELLASERA

THIS SUPPLEMENTAL DECLARATION is made this 25th day of July 1997, by Bellasera Corp., d/b/a Del Webb Bellasera Corp., an Arizona corporation (the "Declarant");

WITNESSETH

WHEREAS, on July 18,1997, Declarant filed that certain Declaration of Covenants, Conditions, and Restrictions for Bellasera ("Original Declaration"), recorded as Instrument Number 97-0484166; in the Official Records of Maricopa County, Arizona, pertaining to certain real property located within Maricopa County, Arizona, as specifically described therein;

WHEREAS, pursuant to the terms of Article 9.4 of the Declaration, the Declarant may impose additional covenants and easements to property subject to the Declaration by recording a Supplemental Declaration; and

WHEREAS, the Declarant is the owner of the real property described in Exhibit "A" attached hereto and incorporated herein ("Property"), which Property was subjected to the Original Declaration upon recordation thereof; and

WHEREAS, the Declarant desires to exercise its rights under the Declaration and subject the Property to the additional covenants and restrictions as set forth below;

NOW, THEREFORE, pursuant to the powers retained by Declarant under the Declaration, Declarant hereby subjects the Property to the provisions of this Supplemental Declaration, which shall apply to the Property in addition to the provisions of the Declaration. The Property shall be sold, transferred, used, conveyed, occupied and mortgaged or otherwise encumbered pursuant to the provisions of this Supplemental Declaration and the Declaration, both of which shall run with the title to the Property and shall be binding upon all persons having any right, title or any interest in the Property, their respective heirs, legal representatives, successors, successors-in-title and assigns. The provisions of this Supplemental Declaration shall be binding upon Bellasera Community Association, Inc., in accordance with the terms of the Declaration.

ARTICLE I DEFINITIONS

The definitions provided in the Declaration are incorporated herein by reference.

ARTICLE II ADDITIONAL COVENANTS

2.1. Flood/Emergency Access Route: Bellasera residents are restricted from crossing flooded roadways identified in Exhibit "B" attached hereto and incorporated herein, during any rainfall event that creates an overtopping of stormwater over the identified roadways.

ARTICLE III MISCELLANEOUS

3.1 This Supplemental Declaration may be amended in the same manner as provided in the Original Declaration for amendments thereto.

3.2 In the event of a conflict between the terms of the Original Declaration and the terms of this Supplemental Declaration, the terms of this Supplemental Declaration shall control unless the Board (with the consent of Declarant, so long as Declarant owns any property described on Exhibit "A" to the Original Declaration) determines otherwise.

3.3 This Supplemental Declaration shall be considered an integral part of, and shall be enforceable in accordance with and as part of, the Original Declaration. The terms of this Supplemental Declaration shall run with and bind the land.

IN WITNESS WHEREOF, Bellasera Corp., d/b/a Del Webb Bellasera Corp., as the Declarant, hereby executes this Supplemental Declaration by and through its authorized representatives on the date and year first above written.

BELLASERA CORP., d/b/a Del Webb
Bellasera Corp., an Arizona corporation

BY: ____________________________

ITS: Secretary
"DECLARANT"

STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )

On this 25th day of July, 1997, before me, a Notary Public, personally appeared Andrew G. Miller, known to me to be the Secretary of BELLASERA CORP., d/b/a Del Webb Bellasera Corp., an Arizona corporation, who executed the attached instrument for and on behalf of that corporation.

IN WITNESS WHEREOF, I hereto set my hand and official seal.

My Commission Expires:
August 23, 2000 Catherine England
NOTARY PUBLIC
EXHIBIT "A"

Lots 1 through 14 of Parcel "A" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 11.

Lots 1 through 152 of Parcel B at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 12.

Lots 1 through 65 of Parcel "C" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 23.

Lots 1 through 1 14 of Parcel "D" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 24.

Lots 1 through 15 of Parcel 'E" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 42.
EXHIBIT "B"

All those tracts or parcels of land located within 10 miles of the Property described on Exhibit "A".
EXHIBIT "C"

INITIAL USE RESTRICTIONS

(a) General. The Properties shall be used only for residential, recreational, and related purposes (which may include, without limitation, offices for any property manager retained by the Association or business offices for the Declarant or the Association consistent with this Declaration and any Supplemental Declaration), subject to applicable laws. Any Supplemental Declaration or additional covenants imposed on the property within any neighborhood may impose stricter standards than those contained in this Declaration and the Association shall have standing and the power to enforce such standards.

(b) Prohibited Activities. The following activities are prohibited within the Properties unless expressly authorized by, and then subject to such conditions as may be imposed by the Board:

i. Except as otherwise set forth in Article XII, Section 12.4(b) of the Declaration, posting of signs of any kind except those required by law, including posters, circulars, billboards "For Sale, "For Rent," or other commercial signage may not be displayed on a Lot being offered for lease or sale, unless approved by the Modifications Committee;

ii. Subdivision of a Lot into two or more Lots after a subdivision plat including such Lot has been approved and filed with the appropriate governmental authority, or changing the boundary lines of any Lot, except that the Declarant and Builders, with Declarant's consent, shall be permitted to subdivide or change the boundary lines of Lots which they own;

iii. Active use of lakes, ponds, streams, or other bodies of water within the Properties. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of lakes, ponds, streams or other bodies of water within or adjacent to the Properties;

iv. Operation of a timesharing, fraction-sharing, or similar program whereby the right to exclusive use of the Dwelling Unit rotates among participants in the program on a fixed or floating time schedule over a period of years, except that Declarant and its assigns may operate such a program with respect to Dwelling Units which it owns;

v. Occupancy of a Dwelling Unit by more than two (2) persons per bedroom in the Dwelling Unit. For the purposes of this provision, "occupancy" shall be defined as
staying overnight in the Dwelling Unit more than thirty (30) days in any six (6) month period;

vi. Capturing, trapping or killing wildlife within the Properties, except in circumstances posing an imminent threat to the safety of persons or pets using the Properties, and raising, breeding or keeping of animals or poultry of any kind, except that a reasonable number of dogs, cats, or other usual and common household pets may be permitted on a Lot. However, those pets which are permitted to roam free, or, in the sole discretion of the Board, make objectionable noise, endanger the health or safety of, or constitute a nuisance or inconvenience to the Owners or occupants of other Lots shall be removed upon request of the Board. If the pet owner fails to honor such request, the board may remove the pet;

vii. Activities which materially disturb or destroy the vegetation, wildlife, or air quality within the Properties or which result in unreasonable levels of sound or light pollution;

viii. Discharge of firearms or explosives within the Properties. The term "firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size; and

ix. Any Business, Trade, garage sale, moving sale, rummage sale, or similar activity, except that an Owner or occupant residing in a Dwelling Unit may conduct business activities within the Dwelling Unit so long as: (A) the existence or operation of the business activity is not apparent or detectable by sight, sound, or smell from outside the Dwelling Unit; (B) the business activity conforms to all zoning requirements for the Properties; (C) the business activity does not involve regular visitation of the Lot or Dwelling Unit by clients, customers, suppliers, or other business invitees or door-to-door solicitation of residents of the Properties; and (D) the business activity is consistent with the residential character of the Properties and does not constitute a nuisance, or a hazardous or offensive use, or threaten the security or safety of other residents of the Properties, as may be determined in the sole discretion of the Board.

This subsection shall not apply to any activity conducted by the Declarant or a Builder approved by the Declarant with respect to its development and sale of the Properties or its use of any Lots which it owns within the Properties, including the operation of a timeshare or similar program.

The Leasing of a Dwelling Unit shall not be considered a Business or Trade within the meaning of this subsection. "Leasing," for purposes of this Declaration, is defined as regular, exclusive occupancy of a Dwelling Unit by any person other than the Owner, for which the Owner receives any consideration or benefit, including, but not limited to, a fee, service, gratuity, or emolument. Dwelling Units may be leased only in their entirety. No fraction or portion may be leased. No structure on a Lot other than the primary residential Dwelling Unit shall be leased or otherwise occupied for residential purposes, except that any Lot comprised of more than one acre of land may make residential use of such a structure for an ancillary use such as in-law suite or nanny suite, but not for independent leasing. There shall be no subleasing of Dwelling Units or assignment of leases unless prior written approval is obtained from the Board. All leases shall be in writing.

No transient tenants may be accommodated in a Dwelling Unit, and all leases shall be for an initial term of no less than thirty (30) days, except: (A) with the prior written consent of the Board or (B) as initially authorized by Declarant in a Supplemental Declaration for Lots located within certain Neighborhoods. The Owners may not amend this provision to prohibit leasing of Dwelling Units within certain Neighborhoods authorized by Declarant for rental to transient tenants and for a term less than thirty (30) days until: (A) seventy-five percent (75%) of the Lots within a particular Neighborhood are owned by Home Owners; and (B) such amendment is approved by the vote of Class "A' Members, other than the Declarant, holding seventy-five percent (75%) of the votes, within that particular Neighborhood.

Notice of any lease, together with such additional information as may be required by the Board, shall be given to the Board by the Lot Owner within ten (10) days of execution of the lease. The Owner must make available to the lessee copies of the Declaration, By--Laws, and the rules and regulations. The Board may adopt reasonable rules regulating leasing and subleasing.

(c) Prohibited Conditions. The following shall be prohibited within the Properties:

i. Exterior antennas, aerials, satellite dishes, or other apparatus for the transmission or reception of television, radio, satellite, or other signals of any kind unless completely contained within the Lot so as not to be visible from outside the Lot or otherwise approved pursuant to Article XI; provided, the Declarant and the Association shall have the right, without obligation, to erect or install and maintain such apparatus for the benefit of all or a portion of the Properties;

ii. Walls, dog runs, animal pens, or fences of any kind on any Lot except as approved in accordance with Article XI;

iii. Open garage doors. Garage doors shall remain closed at all times except when entering and exiting the garage;

iv. Excessive exterior lighting on any Lot. The Board shall in its sole discretion determine whether any exterior lighting is excessive;

v. Tents, shacks, or other structures of temporary nature on any Lot except as approved in accordance with Article XI or as may be authorized by the Declarant during initial construction within the Properties. Temporary structures used during the construction or repair of a Dwelling Unit or other improvements shall be removed immediately after the completion of construction or repair;

vi. Storage of furniture, fixtures, appliances, machinery, equipment or other goods and chattel not in active use on the Common Area or any portion of a Lot which is visible from outside the Lot, except as approved in accordance with Article XI; and

vii. Freestanding flagpoles. Flagpoles must be affixed via brackets mounted on the house or garage.

(d) Nuisances. No rubbish or debris of any kind shall be placed or permitted to accumulate upon or adjacent to any Lot so as to render any such property or any portion thereof, or activity thereon, unsanitary, unsightly, offensive or detrimental to any other portion of the Properties. Woodpiles or other material shall be stored in a manner so as not to be visible from outside the Lot and so as not to be attractive to native rodents, snakes, and other animals and to minimize the potential danger from fires. No other nuisance shall be permitted to exist or operate upon any Lot so as to be offensive or detrimental to any other portion of the Properties. No activities shall be conducted upon or adjacent to any Lot or within improvements constructed thereon which are or might be unsafe or hazardous to any Person or property. No open fires shall be lighted or permitted on the Properties, except in a contained outdoor fireplace or barbecue unit while attended and in use for cooking purposes or within a safe and well designed interior fireplace.

(e) Trash Containers and Collection. No garbage or trash shall be placed or kept on any Lot, except in covered containers of a type, size and style which are approved in accordance with Article XI or as required by the applicable governing jurisdiction. In no event shall such containers be maintained so as to be visible from outside the Lot unless they are being made available for collection and then only for the shortest time reasonably necessary to effect such collection. All rubbish, trash, or garbage shall be removed from the Lots and shall not be allowed to accumulate thereon. No outdoor incinerators shall be kept or maintained on any Lot.

(f) Clothes Drying Facilities. Outside clotheslines or other outside facilities for drying or airing clothes shall not be erected, placed or maintained on any Lot.

(g) Vehicles and Parking. The term "vehicles," as used in this Section, shall include, without limitation, automobiles, trucks, boats, trailers, motorcycles, campers, vans, and recreational vehicles.

No vehicle may be left upon any portion of the Properties except in a garage, driveway, parking pad, or other area designated by the Board. Commercial vehicles, recreational vehicles, mobile homes, trailers, campers, boats or other watercraft, or other oversized vehicles, stored vehicles, and unlicensed vehicles or inoperable vehicles shall not be parked within the Properties other than in enclosed garages; provided however, that one boat or recreational vehicle may be temporarily kept or stored completely in a driveway or completely on a parking pad on a Lot for not more than a period of time reasonably necessary, in the Board's sole discretion, to outfit or unload such vehicle. This Section shall not apply to emergency vehicle repairs.

i. Liability coverage must be maintained on the golf carts by the owners for all operators of the golf carts. The amount of insurance coverage should be determined by the owner in consultation with the owner's insurance agent or broker,

ii. All golf carts must be in sound and safe working condition.

iii. All golf carts must be white or cream in color.

iv. All golf carts must be kept or stored in a garage, driveway, parking pad or other area designated by the Board, in accordance with the Declaration.

v. These standards are intended only to apply to use of golf carts within the boundaries of the community. If golf carts are operated outside the community, additional requirements and laws will apply. In the event golf carts are used outside the boundaries of Bellasera, the golf carts' owners and operators are solely responsible for compliance with such additional requirements and laws.

vi. Golf cart owners will be personally responsible for the conduct of anyone operating their golf cart and for any damage to the Properties caused by the operation of their golf carts.

vii. Golf carts operated before sunrise or after sunset shall be property fitted with front and rear lights in accordance with such safety standards as may be prescribed by the Board.

viii. No person under the age of 14 shall be permitted to drive a motorized golf cart within the community.

ix. Pedestrians shall at all times be given due consideration and reasonable right of way by golf cart operators to ensure pedestrians safe passage.

x. All golf carts operated within the community must be electric. No gasoline golf carts are permitted.
xi. Golf carts shall not be operated on the community sidewalks at any time.
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
97-0501731 7/25/97

When Recorded, Return To:
DEL WEBB CORPORATION
ATTN: Andrew G. Miller, Esq.
6001 North 24th Street
Phoenix, Arizona

Cross-References:
Original Declaration:
Instrument No. 97-0484166

SUPPLEMENTAL DECLARATION OF ANNEXATION
TO DECLARATION OF COVENANTS,
CONDITIONS, RESTRICTIONS FOR
BELLASERA

NOTICE IS HEREBY GIVEN that BELLASERA CORP., d/b/a Del Webb Bellasera Corp., an Arizona corporation, as owner of the real property legally described on Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"), and as Declarant under the Declaration of Covenants, Conditions, Restrictions for Bellasera dated July 17, 1997 and recorded July 18, 1997 in Instrument No. 97-0484166, in the Official Records of Maricopa County, Arizona ("Original Declaration"), hereby exercises its right as Declarant to cause the Property to be annexed into Bellasera and declares that the Property is subject to the Declaration. Declarant represents that the Property is contiguous to Bellasera and that the development of the Property as Lots and Dwelling Units within Bellasera will include Common Area, as defined in the Declaration, to be conveyed to the Bellasera Community Association (the "Association").

All provisions of the Declaration, including, but not limited to, those provisions regarding obligations to pay assessments to the Association, shall apply to the Property contained herein, immediately upon recordation of this Supplemental Declaration of Annexation.

This Supplemental Declaration of Annexation is issued pursuant to the authority reserved to Bellasera Corp., d/b/a Del Webb Bellasera Corp., as Declarant under the Declaration, Article IX, Section 9.1. All terms used in this Supplemental Declaration of Annexation shall have the meanings provided in the Declaration.

IN WITNESS WHEREOF this Supplemental Declaration of Annexation is entered into as of this 25th day of July, 1997.

Bellasera Corp., d/b/a Del Webb Bellasera Corp., an Arizona corporation

By:____________________________
Andrew G. Miller
Its: Secretary

STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )

On this 25th day of July, 1997, before me, a Notary Public, personally appeared Andrew G. Miller, known to me to be the Secretary of BELLASERA CORP., d/b/a Del Webb Bellasera Corp., an Arizona corporation, who executed the attached instrument for and on behalf of that corporation.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission Expires: Catherine England
August 23, 2000 NOTARY PUBLIC

EXHIBIT "A"

PROPERTY LEGAL DESCRIPTION

All that real property located in Maricopa County, Arizona, more particularly described as:

Tracts A through J contained within Parcel "A" at Bellasera, and shown on that certain plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 11.

Tracts A through X contained within Parcel "B" at Bellasera, and shown on that certain plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 12.

Tracts A through K contained within Parcel "C" at Bellasera, and shown on that certain plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 23.

Tracts A through M contained within Parcel "D" at Bellasera, and shown on that certain plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 24.

Tracts A through K contained within Parcel E at Bellasera, and shown on that certain plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 42.

EXHIBIT "B"

Tract A of Parcel "A" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 11.

Tract A of Parcel "B" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 443 of Maps, Page 12.

Tract A of Parcel "C" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 23.

Tract A of Parcel "D" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 24.

Tract A of Parcel "E" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 42; and

that portion of Tract B identified as a "20' Access and Utility Easement" of Parcel "E" at Bellasera, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, recorded in Book 444 of Maps, Page 42.
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
97-0501733 07/25/97 01:21

WHEN RECORDED, RETURN TO:

Del Webb Corporation
6001 N. 24th Street
Phoenix, Arizona 85016
Attn: Andrew G. Miller, Esq.

TEMPORARY VEHICULAR ACCESS LICENSE

Bellasera Corp., d/b/a Del Webb Bellasera Corp., an Arizona corporation (the "Licensor") hereby grants to the owner of the real property described on Exhibit "A" attached hereto (the "Benefitted Parcel") (such owner, the "Licensee"), a non-exclusive vehicular access license over and across the real property described on Exhibit "B" attached hereto (the "License Parcel") for the benefit of the Benefitted Parcel. This License shall be limited as follows:

1. This License shall be limited to conventional motor vehicles only.

2. Licensee shall not be permitted to enter upon any other property, either owned by Licensor or any resident of the Bellasera community, nor is Licensee permitted to use any Bellasera community facility or amenity.

3. In no event will Licensee be permitted to broaden the scope of this License, and any attempt to do so may result in the immediate termination of this License.

This License is terminable at the sole discretion of Licensor and shall automatically terminate at such time as alternative legal access is provided to the Benefitted Parcel.

IN WITNESS WHEREOF, this instrument is executed as of the 25th day of July, 1997.

BELLASERA CORP., d/b/a Del Webb
Bellasera Corp.

By: Andrew G. Miller
Its: SECRETARY
Date: July 25, 1997

LICENSOR

STATE OF ARIZONA )
)
County of Maricopa ) ss.

On this 25th day of July, 1997, Andrew G. Miller appeared before me, a Notary Public, known to me to be the Secretary of BELLASERA CORP., d/b/a Del Webb Bellasera Corp., on behalf of the Corporation herein named who acknowledged that he executed the above instrument.

SEAL Catherine England
Notary Public

My commission expires: August 23, 2000

EXHIBIT "A"

A 12.00 acre parcel of land lying within the Northeast 1/4 of Section 23, Township 5 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona and particularly described as follows:

Beginning at the East 1/4 corner of said Section 23; thence South 89° 57' 19" West along the
east-west mid-section line of said Section 23 a distance of 723.00 feet to a point; thence North
00° 00' 50" East a distance of 723.00 feet to a point; thence North 89° 57' 19" East a distance of 723.00 feet to a point on the east line of said Section 23; thence South 00° 00' 50" West along the east line of said Section 23 a distance of 723 .00 feet to the point of beginning.