Arbor Creek Master Deed

Act 59, Public Acts of 1978, As Amended

THIS MASTER DEED is made and executed on this 12th day of January, 1996, by The Superior Group, Inc., a Michigan corporation, hereinafter referred to as the "Developer", whose office is situated at 44644 Ann Arbor Road, Suite I, Plymouth, Michigan, in pursuance of the provisions of the Michigan Condominium Act as amended (being Act 59 of the Public Acts of 1978, as amended), hereinafter referred to as the "Act".

WITNESSETH:

WHEREAS, the Developer is the owner of certain real property located in the Township of Pittsfield, County of Washtenaw, Michigan, and more particularly described as follows:

Beginning at the Southwest corner of Section 6, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence N01°49'30"W 813.14 feet along the West line of said Section 6; thence S88°43'20"E 216.72 feet; thence Northerly 101.28 feet along the arc of a 767.02 foot radius circular curve to the left, through a central angle of 07°33'55", having a chord which bears N02°30'20"W 101.21 feet; thence N83°42'40"E 66.00 feet; thence N06°17'20"W 24.27 feet; thence N83°42'40"E 143.00 feet; thence S56°50'15"E 103.62 feet; thence S84°41'20"E 113.31 feet; thence N84°18'25"E 68.42 feet; thence N73°02'55"E 84.90 feet; thence S01°55'35"E 229.62 feet; thence N88°04'25"E 66.00 feet; thence Southeasterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord which bears S46°55'35"E 21.21 feet; thence S01°55'35"E 66.00 feet; thence Southwesterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord which bears S43°04'25"W 21.21 feet; thence S01°55'35"E 5.99 feet; thence Southerly 46.96 feet along the arc of a 197.00 foot radius circular curve to the left, through a central angle of 13°39'25", having a chord which bears S08°45'20"E 46.85 feet; thence S15°35'00"E 81.88 feet; thence S20°32'30"E 169.52 feet; thence Southeasterly 18.54 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 70°49'35", having a chord which bears S55°57'20"E 17.38 feet; thence S09°04'40"E 66.60 feet; thence Southwesterly 24.09 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 92°00'00", having a chord which bears S42°37'55"W 21.58 feet; thence S03°22'05"E 120.07 feet; thence Southeasterly 23.04 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 88°00'00", having a chord which bears S47°22'05"E 20.84 feet; thence S01°22'05"E 60,00 feet to a point on the centerline of Waters Road; thence along said centerline S88°37'55"W 230.94 feet; thence continuing along the centerline of Waters Road S80°43'00"W 715.46 feet to a point on the West line of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence along said West line N01°49'30"W 99.03 feet to the Point of Beginning. Being a part of the West 1/2 of the Southwest 1/4 of Section 6 and a part of the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan and containing 18.22 acres of land, more or less. Being subject to the rights of the public over that portion of Waters Road as occupied. Also being subject to easements and restrictions of record, if any.

WHEREAS, the Developer desires, by recording this Master Deed, together with the By-Laws attached hereto as Exhibit "A" and together with the Condominium Subdivision Plan attached hereto as Exhibit "B" (both of which are hereby incorporated by reference and made a part hereof), to establish the real property, together with the improvements located and to be located thereon and the appurtenances thereto, as a building site project under the provisions of the Act;

NOW, THEREFORE, the Developer does, upon the recording hereof, establish Arbor Creek as a building site project under the Act and does declare chat Arbor Creek (hereinafter referred to as the "Project") shall, after such establishment, be held, conveyed, mortgaged, encumbered, leased, rented, occupied, improved, or in any other manner utilized subject to the provisions of the Act and to the covenants, conditions, easements, restrictions, uses, limitations, and affirmative obligations set forth in this Master Deed and Exhibits "A" and "B" hereto, all of which shall be deemed to run with the land and shall be a burden and a benefit to the Developer, its successors and assigns, and any persons acquiring or owning an interest in the said real property, their grantees, successors, heirs, personal representatives, and assigns. In furtherance of the establishment of said Project, it is provided as follows:

Article I

DEFINITIONS

Certain terms are utilized not only in this Master Deed and Exhibits "A" and "B" hereto, but are or may be used in various other instruments such as, by way of example and not in limitation, the Articles of Incorporation and Rules and Regulations of the Arbor Creek Homeowners Association, a Michigan non-profit corporation, and deeds, mortgages, liens, land contracts, easements, and other instruments affecting the establishment of or transfer or interests in Arbor Creek. Wherever used in such documents or any other pertinent instruments, the terms set forth below shall be defined as follows:

(1) The "Act" means the Michigan Condominium Act, being Act 59 of the Public Acts of 1978, as amended.

(2) "Association" means Arbor Creek Homeowners Association, the non-profit corporation organized under Michigan law of which all owners shall be members, which corporation shall administer, operate, manage, and maintain the Project. Any action required of or permitted to the Association shall be exercisable by its Board of Directors unless specifically reserved to its members by the Project documents or the laws of the State of Michigan.

(3) "Building envelope" means the portion of each unit within which the owner thereof may construct improvements such as a residence. No structures may be built outside of the building envelope within each unit as shown on Exhibit "B" Attached hereto without the advance written approval of the Association and the Township of Pittsfield, if applicable.

(4) "By-Laws" means Exhibit "A" hereto, being the By-Laws setting forth the substantive rights and obligations of the owners and required by Section 3(8) of the Act to be recorded as part of the Master Deed. The By-Laws shall also constitute the corporate By-Laws of the Association as provided for under the Michigan Non-Profit Corporation Act.

(5) "Common elements", where used without modification, shall mean both the general and limited common elements described in Article IV hereof.

(6) "Condominium Subdivision Plan" means Exhibit "B" hereto.

(7) "Consolidating Master Deed" means the final amended Master Deed which shall describe Arbor Creek as a Project and shall reflect the entire land area added to the Project from time to time under Article IX and all units and common elements therein, and which shall express percentages of value pertinent to each unit as finally readjusted. Such Consolidating Master Deed, when recorded in the Office of the Washtenaw County Register of Deeds, shall supersede all previously recorded Master Deeds for Arbor Creek.

(8) "Construction and sales period" means, for the purposes of the Project documents and the rights reserved to the Developer thereunder, the period commencing with the recording of the Master Deed and continuing as long as the Developer owns any unit which it offers for sale or for so long as the Developer is entitled to expand the Project as provided in Article IX hereof, whichever is longer.

(9) "Developer" means The Superior Group, Inc., a Michigan corporation, which has made and executed this Master Deed, and its successors and assigns.

(10) "Drainage easement" means that portion of an individual unit or the general common elements that is subject to an easement for storm water drainage and detention purposes granted to the Washtenaw County Drain Commissioner or created by this Master Deed pursuant to engineering requirements established by the Township of Pittsfield, as shown on Exhibit "B" hereto.

(11) "First annual meeting" means the initial meeting at which nondeveloper owners are permitted to vote for the election of all Directors and upon all other matters which properly may be brought before the meeting. Such meeting (i) may be held at any time, in the Developer's sole discretion, after fifty percent (50%) of the units which may be created are sold, and (ii) must be held within (a) 54 months from the date of the first unit conveyance, or (b) 120 days after seventy-five percent (75%) of all units which may be created are, sold, whichever occurs first. The maximum number of units that may be added to the Project pursuant to Article IX hereof shall be included in the calculation of the number of units which may be created.

(12) "Mortgagee" means the individual, financial institution, corporation, partnership, or other entity holding a first mortgage lien on an individual unit in Arbor Creek.

(13) "Owner" means a person, firm, corporation, partnership, association, trust, or other legal entity or any combination thereof who or which owns one or more units in the Project, and shall have the same meaning as "co-owner" as defined in the Act. "Owner" shall also include a land contract vendee.

(14) "Project" means Arbor Creek established in conformity with the provisions of the Act and includes the land, all improvements and structures thereon, and all easements, rights and appurtenances belonging to Arbor Creek as described above.

(15) "Project documents" wherever used means and includes this Master Deed and Exhibits "A" and "B" hereto, the Articles of Incorporation and the Rules and Regulations, if any, of the Association.

(16) "Transitional control date" means the date on which a Board of Directors of the Association takes office pursuant to an election in which the votes which may be cast by eligible owners unaffiliated with the Developer exceed the votes which may be cast by the Developer.

(17) "Unit" means a single condominium unit in Arbor Creek, as described in Article V hereof and in Exhibit "B" hereto, and shall have the same meaning as "condominium unit" as defined in the Act. No unit shall be divided into more than one building site.

(18) Whenever any reference herein is made to one gender, the same shall include a reference to any and all genders where the same would be appropriate; similarly, whenever a reference is made herein to the singular, a reference shall also be included to the plural where the same would be appropriate.

Article II

TITLE OF PROJECT

The Project shall be known as Arbor Creek, Washtenaw County Condominium Subdivision Plan No. 229 . The engineering plans for the Project (including architectural plans for all dwellings and other improvements to be constructed therein) were or will be approved by, and are or will be on file with the Pittsfield Township Building Department. The Project is established in accordance with the Act.

Article III

NATURE OF PROJECT

The units contained in the Project, including the number, boundaries, dimensions, and area of each unit therein, are set forth completely in the Condominium Subdivision Plan attached as Exhibit "B" hereto. Each unit has been created for residential purposes and each unit is capable of individual utilization on account of having its own access to a public right-of-way or a common element of the Project. Each owner in the Project shall have an exclusive right to his unit and shall have undivided and inseparable rights to share with other owners the common elements of the Project as are designated by this Master Deed.

Article IV

COMMON ELEMENTS

The common elements of the Project described in Exhibit "B" attached hereto and the respective responsibilities for the maintenance, repair or replacement thereof are as follows:

(1). The general common elements are:

(a) The land described in page one hereof (other than that portion thereof described in Article V below and in Exhibit "B" hereto as constituting the individual building sites), including storm water detention areas and wetland conservation areas, and improvements not located within the boundaries of a unit. Those structures and improvements that now or hereafter are located within the boundaries of a unit shall be owned in their entirety by the owner of the unit in which they are located and shall not, unless otherwise expressly provided in the Project documents, constitute common elements;

(b) The electrical wiring network throughout the Project, including street lights, up to the point of lateral connection for unit service;

(c) The natural gas line network throughout the Project up to the point of lateral connection for unit service;

(d) The telephone, television and telecommunication wiring networks throughout the Project up to the point or lateral connection for unit service;

(e) The water distribution system, sanitary sewer system and storm water drainage system throughout the Project up to the point of lateral connection for unit service;

(f) Such other elements of the Project not herein designated as general common elements which are not located within the perimeter of a unit and which are intended for common use or necessary to the existence, upkeep and safety of the Project.

(g) Some or all of the utility lines (including mains and service leads) and equipment described in Article IV, paragraphs (1) (b), (c), (d), and (e) may be owned by the local municipal authority or by the company that is providing the pertinent utility service. Accordingly, such utility lines and equipment shall be general common elements only to the extent of the owners' interest therein, and the Developer makes no warranty whatever with respect to the nature or extent of such interest, if any.

(2). Limited common elements shall be subject to the exclusive use and enjoyment of the owner of the unit or units to which such limited common elements are appurtenant. All utilities servicing a unit up to the point of lateral connection with a general common element shall be limited common elements. No additional limited common elements have been designated as such in this Master Deed because there are no additional limited common elements in this phase of the Project and it is not anticipated that any additional limited common elements will be constructed by the Developer anywhere within the Project as it hereafter may be expanded pursuant to Article IX hereof, although the Developer may create limited common elements as provided in such Article. If any additional limited common elements are included in the Project at any time hereafter, they shall be shown en amendments to the Condominium Subdivision Plan.

(3). The respective responsibilities for the maintenance, repair and replacement of the common elements are as follows:

(a) Association Responsibilities. The costs of maintenance, repair and replacement of all general common elements in the Project shall be borne by the Association, including storm water drainage courses and detention areas (including surface water drainage easements located on individual units) and landscaping installed by the Developer that may be located within the public right-of-way, such as Cook Creek Drive, subject to any provision of the Project documents expressly to the contrary.

(b) Owner Responsibilities. The owners individually shall be responsible for all maintenance, repair and replacement that (i) is expressly assigned to them by any provision of the Project documents, or (ii) is not expressly assigned to the Association by any provision or the Project documents; but none of the owners shall be responsible individually for maintenance, repair or replacement of any general common elements except as specifically provided in Article VI, Section 14 of the By-Laws. In the event an owner fails to maintain, repair or replace any items for which he is responsible, the Association (and/or the Developer during the construction and sales period) shall have the right, but not the obligation, to take whatever action or actions it deems desirable to so maintain, repair or replace any of such improvements made within a unit, all at the expense of the owner of the unit. Failure of the Association (or the Developer) to cake any such action shall not be deemed a waiver of the Association's (or the Developer's) right to take any such action at a future time. All costs incurred by the Association or the Developer in performing any responsibilities under this Article IV which are required, in the first instance to be borne by any owner, shall be assessed against such owner and shall be due and payable with his periodic assessment next falling due; further, the lien for nonpayment shall attach as in all cases of regular assessments and such assessments may be enforced by the use of all means available to the Association under the Project documents and by law for the collection of regular assessments including, without limitation, legal action, foreclosure of the lien securing payment and imposition of fines.

Article V

UNIT DESCRIPTION AND PERCENTAGE OF VALUE

(1). Each unit of the Project is described in this paragraph with reference to the Condominium Subdivision Plan of Arbor Creek as surveyed by Washtenaw Engineering Co., Inc., a Michigan corporation, and attached hereto as Exhibit "B". Each unit shall consist of the space contained within the unit boundaries as shown on Exhibit "B" hereto and delineated with heavy outlines, together with all appurtenances thereto.

(2). The percentage value assigned to all units shall be equal. The determination that percentages of value should be equal was made after reviewing the comparative characteristics of each unit in the Project and concluding that there are no material differences among the units insofar as the allocation of percentages of value is concerned. The percentage of value assigned to each unit shall be determinative of each owner's respective share of the common elements of the Project, the proportionate share of each respective owner in the proceeds and the expenses of administration and the value of such owner's vote at meetings of the Association. The total value of the Project is one hundred percent (100%).

(3). Owners of adjacent units may combine them into one unit in accordance with Section 48 of the Act, subject to the approval of the Developer and the Township of Pittsfield. The Association shall be responsible for the preparation and recording of any necessary amendment to the Master Deed and the owner or owners making any such change shall reimburse the Association for all expenses it incurs.

Article VI

RIGHTS OF MORTGAGEES

Notwithstanding any other provision in this Master Deed or the By-Laws or any other documents, the following provisions shall apply and may not be amended or deleted without the prior written consent of the holders of first mortgages on at least two-thirds (2/3) of the units of record:

(1) A first mortgagee, at its request, is entitled to written notification from the Association of any default by the owner of such unit in the performance of such owner's obligations under the Project documents which is not cured within sixty. (60) days.

(2) Any first mortgagee who obtains title to a unit pursuant to the remedies provided in the mortgage or foreclosure of the mortgage or deed (or assignment) in lieu of foreclosure shall be exempt from any "right of first refusal" contained in the Project documents and shall be free to sell or lease such unit without regard to any such provision.

(3) Any first mortgagee who obtains title to a unit pursuant to the remedies provided in the mortgage or foreclosure of the mortgage or deed (or assignment) in lieu of foreclosure shall not be liable for such unit's unpaid dues or charges which accrue prior to the acquisition of title to such unit by the mortgagee (except for claims for a pro rata share of such assessments or charges resulting from a pro rata reallocation of such assessments or charges to all units, including the mortgaged unit).

(4) Unless at least two-thirds (2/3) of the first mortgagees (based upon one (1) vote for each mortgage owned) and owners (other than the Developer) of the individual units have given their prior written approval, the Association shall not be entitled to:

(a) by act or omission seek to abandon or terminate the Project;

(b) change the pro rata interest or obligations of any unit for the purpose of (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro rata share of ownership of each unit in the common elements;

(c) partition or subdivide any unit;

(d) by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer the common elements. The granting of easements for public utilities or for other public purposes consistent with the intended use of the common elements of the Project shall not be deemed a transfer within the meaning of this clause;

(e) use hazard insurance proceeds for losses to any Project property (whether to units or to common elements) for other than the repair, replacement or reconstruction of such improvements, except as provided by statute in case of substantial loss to the units and/or common elements of the Project;

provided, however, if there is now or hereafter provision for addition to or expansion of the Project, then a change in the pro-rata interest or obligations of any individual unit for (i) the purpose of levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (ii) determining the pro-rata share of ownership of each unit in the common elements will be permitted provided that the provision pursuant to which the Project is subject for addition or expansion complies with the following limitations:

(a) owners have a minimum percentage undivided interest in the common elements, and a corresponding maximum interest subject to diminution to no less than such minimum, each such percentage interest being stated in the Master Deed;

(b) the conditions on which any change in such percentage of undivided interest in common elements may take place are fully described in the Master Deed, together with a description of the real property which will become subject to the Project if such alternative percentage interest becomes effective; and

(c) no change in the percentage interests in the common elements may be effected pursuant to such provision more than six (6) years after the date the Master Deed becomes effective.

(5) Each first mortgagee has the right to examine the books and records of the Association and the Project.

(6) No owner, or any other party, shall have priority over any rights of first mortgagees of units pursuant to their mortgages in the case of a distribution to owners of insurance proceeds or condemnation awards for losses to or a Caking of units and/or common elements.

(7) Any agreement for professional management of the Project regime or any other contract providing for services which exists between the Association and the Developer or affiliates of the Developer is voidable by the Board of Directors of the Association on the transitional control date or within ninety (90) days thereafter, and on thirty (30) days' written notice at any time thereafter without cause or payment of a termination fee.

Article VII

DAMAGE TO PROJECT

In the event the Project is partially or totally damaged or destroyed or partially taken by eminent domain, the repair, reconstruction or disposition of the property snail be as provided by the By-Laws attached hereto as Exhibit "A".

Article VIII

EASEMENTS

In the event any improvements located on one unit encroach upon a common element, easements shall exist for the maintenance of such encroachment for so long as such encroachment exists and for maintenance, repair and replacement thereof following damage or destruction. The Board of Directors of the Association may grant easements over or through or dedicate any portion of any general common element of the Project for utility, roadway or safety purposes.

Article IX

EXPANSION OF PROJECT

The Project established pursuant to the initial Master Deed of Arbor Creek and consisting of forty (40) units is intended to be the first stage of a multi-stage Project to expand and contain in its entirety one hundred seventy-eight (178) units. The Developer owns or is interested in certain additional land in the Township of Pittsfield, Washtenaw County, Michigan, described as follows:

Commencing at the Southwest corner of Section 6, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan, thence N01°49'30"W 813.14 feet along the West line of said Section to the Point of Beginning; thence continuing N01°49'30"W 1704.58 feet along the West line of said Section to the East 1/4 corner of Section 1, T3S, R5E, Lodi Township, Washtenaw County, Michigan; thence N00°46'55"E 87.91 feet continuing along the West line of said Section 6 to the West 1/4 corner of said Section; thence N88°24'40"E 1397.77 feet along the Ease and West 1/4 line of said Section; thence S01°31'15"E 1730.10 feet along the East line of the West 1/2 of the Southwest 1/4 of said Section (as monumented); thence Westerly 29.89 feet along the arc of a 291.00 foot radius circular curve to the right, through a central angle of 05°53'10", having a chord which bears N73°38'35"W 29.88 feet; thence Northwesterly 295.59 feet along the arc of a 280.14 foot radius circular curve to the right, through a central angle of 60027r25", having a chord which bears N40°28'20"W 282.07 feet; thence S88°28'45"W 143.43 feet; thence N01°31'15"W 72.00 feet; thence S88°53'45"W 65.25 feet; thence S01°55'35"E 288.01 feet; thence S88°04'25"W 145.00 feet; thence S01°55'35"E 62.47 feet; thence N88°04'25"E 272.41 feet; thence N75°l4'20"E 59.01 feet; thence N88°28'45"E 157.28 feet; thence S42°12'40"E 107.11 feet to a point en the East line of the West 1/2 of the Southwest 1/4 of said Section (as monumented); thence S0l°31'15"E 764.84 feet along said East line to a point on the South line of said Section; thence S01°00'50"E 0.16 feet to a point on the centerline of Waters Road; thence S88°37'55"W 447.53 fee along said centerline; thence N01°22'05"W 60.00 feet; thence Northwesterly 23.04 feet along the arc of a 15.00 foot radius circular curve to the right, through a central angle of 88°00'00", having a chord which bears N47°22'05"W 20.84 feet; thence N03°22'Q5"W 120.07 feet; thence Northeasterly 24.09 feet along the arc of a 15.00 foot radius circular curve to the right, through a central angle of 92°00'00", having a chord which bears N42°37'55"E 21.58 feet; thence N09°04'40"W 66.60 feet; thence Westerly 18.54 feet along the arc of a 15.00 root radius circular curve to the right, through a central angle of 70°49'35", having a chord which bears N55°57'20"W 17.38 feet; thence N20°32'30"W 169.52 feet; thence N15°35'00"W 81.88 feet; thence Northerly 46.96 feet along the arc of a 197.00 foot radius circular curve to the right, through a central angle of 13°39'25", having a chord which bears N08°45'20"W 46.85 feet; thence Northeasterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the right, through a central angle of 90°00'00", having a chord which bears N43°04'25"E 21.21 feet; thence N01°55'35"W 66.00 feet; thence Northwesterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the right, through a central angle of 90°00'00", having a chord which bears N46°55'35"W 21.21 feet; thence S88°04'25"W 66.00 feet; thence N01°55'35"W 229.62 feet; thence S73°02'55"W 84.90 feet; thence S84°18'25"W 68.42 feet; thence N84°41'20"W 113.31 feet; thence N56°50'15"W 103.62 feet; thence S83°42'40"W 143.00 feet; thence S06°17'20"E 24.27 feet; thence S83°42'40"W 66.00 feet; thence Southerly 101.28 feet along the arc of a 767.00 foot radius circular curve to the right, through a central angle of 07°33'55", having a chord which bears S02°30'20"E 101.21 feet; thence N88°43'20"W 216.72 feet to the Point of Beginning. Being a part of the West 1/2 of the Southwest 1/4 of Section 6 and a part of the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan and containing 63.94 acres of land, more or less. Being subject to the rights of the public over that portion of Waters Road as occupied. Also being subject to easements and restrictions of record, if any, which additional land is proximate to the property herein submitted to this Master Deed. Therefore, any other provisions of this Master Deed notwithstanding, the number of units in the Project may, at the option of the Developer or its successors or assigns, from time to time, within a period ending no later than six (6) years after the recording of the initial Master Deed, and thereafter with the written consent of fifty percent (50%), or more in number of the owners, be expanded and increased up to a total of one hundred seventy-eight (178) units by the addition to the Project, by amendment to the Master Deed, of any portion of the land area referred to in Article IX hereof and the construction of units thereon. There is no restriction on the Developer as to the order in which portions of said land may be added to the Project or obligation to construct improvements thereon in any specific locations. The location, nature, appearance, and size of the units and other improvements to be constructed within the area of expansion shall be determined by the Developer in its sole discretion, subject only to approval by the Township of Pittsfield., but all such units and improvements shall be reasonably compatible with the existing units and improvements in the Project, as determined in the sole discretion of the Developer. Such increase in size of this Project shall be given effect by an appropriate amendment or amendments to this Master Deed in the manner provided by law, which amendment or amendments shall be prepared by and at the discretion of the Developer or its successors or assigns and in which the percentages of value set forth in Article V hereof shall be proportionately readjusted in order to preserve a total value of 100 for the entire Project resulting from such amendment or amendments to this Master Deed. The precise determination of the readjustments in percentages of value shall be within the sole judgment of the Developer. Such readjustments, however, shall reflect a continuing reasonable relationship among percentages of value based upon the original method of determining percentages of value for the Project, percentages of value may be rounded off to preserve a constant Project value of 100^. Such amendment or amendments to the Master Deed shall also contain such further definitions of general or limited common elements as may be necessary to adequately describe the additional section or sections being added to the Project by such amendment. In connection with any such amendment(s), the Developer shall have the right to change the nature of any common element previously included in the Project for any purpose reasonably necessary to achieve the purposes of this paragraph, including, but not limited to, the connection of roadways in the Project to any roadways that may be located on or planned for the area of expansion, and to provide access to any unit that is located on or planned for the area of expansion from the roadways located in the Project. All of the owners and mortgagees of units and other persons interested or to become interested in the Project from time to time shall be deemed to have irrevocably and unanimously consented to such amendment or amendments of this Master Deed to effectuate the foregoing and to any proportionate reallocation of percentages of value of existing units which the Developer or its successors or assigns determine necessary in conjunction with such amendment or amendments. All such persons irrevocably appoint the Developer or its successors or assigns as agent and attorney for the purpose of the execution of such amendment or amendments to the Master Deed and all other documents necessary to effectuate the foregoing. Such amendments may be effected without the necessity of re-recording an entire Master Deed or the Exhibits thereto and may incorporate by reference all or any pertinent portions of this Master Deed and the Exhibits hereto; PROVIDED HOWEVER, that a Consolidating Master Deed, when recorded, shall supersede all previously recorded Master Deeds. Nothing herein contained, however, shall in any way obligate the Developer to enlarge the Project beyond the section established by this Master Deed, and the Developer may, in its discretion, establish all or a portion of said future development as a separate residential building site project (or projects) or any other form of development. There are no restrictions on the election of the Developer to expand the Project other than as explicitly set forth herein.

Article X

RESERVATION OF ACCESS EASEMENTS

The Developer reserves for the benefit of itself, its successors and assigns, perpetual easements for the unrestricted use of ail roads and walkways in the Project for the purposes of ingress and egress to and from all or any portion of the parcel described in Article IX or any portion or portions thereof, and any other land contiguous to Arbor Creek.

Article XI

RESERVATION OF UTILITY EASEMENTS

The Developer also hereby reserves for the benefit of itself, its successors and assigns, and all future owners of the land described in Article IX or any port ion or portions thereof and any other land contiguous to Arbor Creek or to said land described in Article IX which may be now owned or hereafter acquired by the Developer, perpetual easements to utilize, tap, tie into, extend, and enlarge all utility mains located on the land described in page one of the Master Deed; provided, however, that the effect of such tap-in, tie-in, extension, and enlargement privileges shall not unduly burden the existing utility lines as determined by the appropriate governmental authorities. In the event the Developer, its successors or assigns, utilizes, taps, ties into, extends, or enlarges any utilities located on the Project, it shall be obligated to pay all of the expenses reasonably necessary to restore the Project to their state immediately prior to such utilization, tapping, tying-in, extension, or enlargement.

Article XII

FUTURE UTILITY EASEMENTS

The Developer further reserves the right at any time to grant easements for utilities over, under and across the general common elements of the Project to appropriate governmental agencies or public utility companies and to transfer title to utilities to governmental agencies or to utility companies. Any such easement or transfer of title may be made by the Developer without the consent of any owner, mortgagee or other person and shall be evidenced by an appropriate amendment to this Master Deed and to Exhibit "B" hereto, recorded in the Washtenaw County Records. All of the owners and mortgagees of units and other persons interested or to become interested in the Project from time to time shall be deemed to have irrevocably and unanimously consented to such amendment or amendments of this Master Deed as may be required to effectuate the foregoing grant of easement or transfer of title.

Article XIII

FUTURE EASEMENTS, LICENSES AND RIGHTS-OF-WAY

The Association, acting through us lawfully constituted Board of Directors (including any Board or Directors acting prior to the transitional control date) shall be empowered and obligated to grant such easements, licenses, rights-of-entry, rights-of-way, and dedication of public roadways over, under and across the general common elements or the Project for utility purposes, access purposes or other lawful purposes as may be necessary for the benefit of the Project or for the benefit or any other land described in Article IX hereof; subject, however, to the approval of the Developer during the construction and sales period. No easement created under the Project documents may be modified nor may any of the obligations with respect thereto be varied without the consent of each person benefited thereby.

(1) Upon approval by an affirmative vote of not less than fifty-one percent (51%) of all co-owners, the Board of Directors shall be vested with the power and authority to sign petitions requesting the establishment or a special assessment district pursuant to provisions of applicable Michigan statutes for improvement of roads within or adjacent to the Project. In the event that a special assessment road improvement project is established pursuant to applicable Michigan statutes, the collective costs assessable to the Project as a whole shall be born equally by all co-owners.

(2) The Board of Directors may dedicate or may grant easements over or through any portion of any general common elements of the Project for public highway purposes; and alternatively, during the development and sales period of the Project, the Developer may grant such easements or execute dedications of public roadway over any general common elements.

Article XIV

EASEMENTS FOR MAINTENANCE, REPAIR OR REPLACEMENT

The Developer, the Association and all public or private utilities shall have such easements over, under, across, and through the Project, including all units and common elements, as may be necessary to fulfill any responsibilities of maintenance, repair or replacement which they or any of them are required or permitted to perform under the Project documents or by law. These easements include, without limitation, the right of the Association to obtain access to the unit during reasonable hours.

Article XV

ARBOR CREEK DRAINAGE DISTRICT

All owners in the Project take title to their individual units subject to a perpetual and permanent easement hereby granted in favor of the Washtenaw County Drain Commissioner, the Arbor Creek Drainage District (collectively referred to as "Grantee") and Grantee's successors, assigns, and transferees, in, over, under and through the property described on Exhibit 3 hereto, with said easement set forth thereon, which easement may not be amended or revoked, except with the written approval of Grantee, and which easement is subject to the following terms and conditions, with the Developer granting the following rights:

(1) The easement shall be for the purpose of developing, establishing, constructing, repairing, maintaining, deepening, cleaning, widening, and performing any associated construction activities and grading in connection with any type of drainage facilities, or storm drains, in any size, form, shape, or capacity.

(2) The Grantee shall have the right to sell, assign, transfer, or convey this easement to any other governmental unit.

(3) No unit owner in the Project shall build or place on the area covered by the easement any type of structure, fixture, or object, or engage in any activity or take any action, or convey any property interest or right, that would in any way either actually or threaten to impair, obstruct, or adversely affect: the rights of Grantee under said easement.

(4) The Grantee and its agents, contractors and designated representatives shall have the right of entry on, and to gain access to, the easement property.

(5) All unit owners in the Project shall release Grantee and its successors, assigns or transferees from any and all claims to damages in any way arising from or incidental to the construction and maintenance of a storm drain or sewer, or otherwise arising from or incidental to the exercise by Grantee of its rights under said easement, and all unit owners covenant not to sue Grantee for any such damages.

Article XVI

AMENDMENT OR TERMINATION

Except as provided in preceding paragraphs as set forth above, the Project shall not be terminated or any of the provisions of this Master Deed or Exhibits attached hereto amended unless done in compliance with the following provisions:

(1) Prior to the expiration of the construction and sales period, the Developer may (without the consent of any owner or any other person) amend this Master Deed and the plans attached as Exhibit "B" in order to correct survey or other errors made in such documents and to make such other amendments to such instruments and to the By-Laws attached hereto as Exhibit "A" as do not materially affect any rights of any owners in the Project or impair the security of any mortgagee, including, but not limited to, amendments for the purpose of maintaining this Master Deed in compliance with the Act and of facilitating conventional mortgage loan financing for existing or prospective owners and to enable the purchase of such mortgage loans by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Government National Mortgage Association, and/or any other agency of the Federal government or the State of Michigan.

(2) After the expiration of the construction and sales period, the Association may (acting through a majority of its Board of Directors and without the consent of any owner or any other person) amend this Master Deed and the plans attached as Exhibit "B" in order to correct survey or other errors made in such documents and to make such other amendments to such instruments and to the By-Laws attached hereto as Exhibit "A" as do not materially affect any rights of any owners in the Project or impair the security of any mortgagee, including, but not limited to, amendments for the purpose of maintaining this Master Deed in compliance with the Act and of facilitating conventional mortgage loan financing for existing or prospective owners and to enable the purchase of such mortgage loans by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Government National Mortgage Association, and/or any other agency of the Federal government or the State of Michigan.

(3) If there is no owner other than the Developer, the Developer, with the consent of any interested mortgagee, may unilaterally terminate the Project or amend the Master Deed. A termination or amendment under this section shall become effective upon the recordation thereof if executed by the Developer.

(4) If there is an owner other than the Developer, then the Project shall be terminated only by the agreement of the Developer, eighty percent (80%) of the unaffiliated owners of units to which all of the votes in the Association appertain and the mortgagees of two-thirds (2/3) of the first mortgages covering the units.

(5) Agreement of the required majority of owners and mortgagees to the termination of the Project shall be evidenced by their execution of the termination agreement or of ratifications thereof, and the termination shall become effective only when the agreement is so evidenced of record.

(6) Upon recordation of an, instrument terminating a Project, the property constituting the Project shall be owned by the owners as tenants in common in proportion to their respective undivided interests in the common elements immediately before recordation. As long as the tenancy in common lasts, each owner or the heirs, successors or assigns thereof shall have an exclusive right of occupancy of that portion of the property which formerly constituted the unit.

(7) Upon recordation of an instrument terminating a Project, any rights the owners may have to the assets of the Association shall be in proportion to their respective undivided interests in the common elements immediately before recordation, except that common profits shall be distributed in accordance with the Project documents and the Act.

(8) The Project documents may be amended by the Developer, on behalf of itself, and on behalf of the Association, for a proper purpose without the consent of owners, mortgagees and other interested parties, including changes deemed necessary to comply with the Act and the modification of sizes of unsold units, as long as the amendments do not materially alter or change the rights of the owners, mortgagees or other interested parties.

(9) The Project documents may be amended for a proper purpose, other than as set forth above, even if the amendment will materially alter or change the rights of the owners, mortgagees or other interested parties, with the prior written consent of two-thirds (2/3) of the first mortgagees (based upon one (1) vote for each mortgage owned) and owners (other than the Developer) of the individual units. An owner's unit dimensions or the responsibility for maintenance, repair and replacement thereof may not be modified in any material way without his consent and that of his mortgagee.

(10) The rights granted to the Washtenaw County Drain Commissioner, the Arbor Creek Drainage District and their successors and assigns, under Article XV shall not be amended without their express written consent. Any purported amendment or modification of the rights granted under Article XV shall be void and without legal effect unless agreed to in writing by the Washtenaw County Drain Commissioner, the Arbor Creek Drainage District, or their successors and assigns.

(11) A person causing or requesting an amendment to the Project documents shall be responsible for costs and expenses of the amendment except for amendments based upon a vote of a prescribed majority of owners or based upon the Advisory Committee's decision, the costs of which are expenses of administration.

(12) A Master Deed amendment, including the Consolidating Master Deed, dealing with the addition, withdrawal or modification of units or other physical characteristics of the Project shall comply with the standards prescribed in the Act for preparation of an original Condominium Subdivision Plan for the Project.

(13) During the construction and sales period, and for so long as there remains any possibility of the development of units on the land described in Article IX, this Master Deed, and all Exhibits attached hereto, shall not be amended without the written consent of the Developer.

Article XVII

ASSIGNMENT

Any or all or the rights and powers granted or reserved to the Developer in the Project documents or by law, including the power to approve or disapprove any act, use or proposed action or any other matter or thing, may be assigned by it to any other entity or to the Association. Any such assignment or transfer shall be made by appropriate instrument in writing duly recorded in the Office of the Washtenaw County Register of Deeds.

WITNESSES:

Karl R. Frankena
Nancy A. Pear Ronald
Ronald E. Cook, Vice-President, The Superior Group, Inc., Developer

STATE OF MICHIGAN, COUNTY OF WASHTENAW

On January 12 , 1996, Ronald E. Cook appeared before me, and seated under oath that he is the Vice-President of The Superior-Group, Inc., a Michigan corporation, and chat this document was signed in behalf of the corporation, by authority of its board of directors, and he acknowledged this document to be the free ace and deed of the corporation.

Karl R. Frankena, Notary Public
Washtenaw County, Michigan
My commission expires: 6/9/99

This document was prepared by and when recorded return to:

Karl R. Frankena
Conlin, McKenney & Philbrick, P.C.
700 City Center Building
Ann Arbor, Michigan 48104

First Amendment to Master Deed of Arbor Creek

The Superior Group, Inc., a Michigan corporation, of 44644 Ann Arbor Road, Suite I, Plymouth, Michigan, being the Developer of Arbor Creek, a site condominium project established in pursuance of the provisions of the Michigan Condominium Act, as amended (being Act 59 of the Public Acts of 1978, as amended), and of the Master Deed thereof, as recorded on January 16, 1996, in Liber 3203, Pages 1 through 61, inclusive, Washtenaw County Records, and known as Washtenaw County Condominium Subdivision Plan No. 229, hereby amends said Master Deed pursuant to the authority reserved in Article IX for the purpose of enlarging the condominium project from 40 units to 86 units. Said Master Deed is amended in the following manner:

1. The legal description appearing on Page 1 of said Master Deed shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this First Amendment to Master Deed, be replaced and superseded by the following legal description of real property located in the Township of Pittsfield, County of Washtenaw, Michigan, to be established as Arbor Creek:

Beginning at the Southwest corner of Section 6, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence N01°49'30"W 1772.43 feet along the West line of said Section; thence S89°47'13"E 249.02 feet; thence S68°38'15"E 99.31 feet; thence S35°14'35"E 195.36 feet; thence N54°45'25"E 95.00 feet; thence Northerly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord that bears N09°45'25"E 21.21 feet; thence N54°45'25"E 66.00 feet; thence Easterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord that bears S80°14'35"E 21.21 feet; thence S35°14'35"E 66.00 feet; thence N54°45'25"E 52.00 feet; thence Northeasterly 96.35 feet along the arc of a 263.00 foot radius circular curve to the left, through a central angle of 20°59'25", having a chord that bears N44°15'45"E 95.81 feet; thence N36°46'00"E 31.74 feet; thence S56°14'00"E 240.00 feet; thence S31°56'15"E 153.35 feet; thence S01°31'15"E 360.00 feet; thence N88°28'45"E 143.43 feet; thence Southeasterly 295.59 feet along the arc of a 280.14 foot radius circular curve to the left, through a central angle of 60°27'25", having a chord that bears S40°28'20"E 282.07 feet; thence Southeasterly 29.89 feet along the arc of a 291.00 foot radius circular curve to the left, through a central angle of 05°53/10", having a chord that bears S73°38'35"E 29.88 feet to a point on the East line of the West 1/2 of the Southwest 1/4 of said Section 6 (as monumented); thence along said East lien S01°31'15"E 116.27 feet; thence N42°12'40"W 107.11 feet; thence S88°28'45"W 157.28 feet; thence S75°14'20"W 59.01 feet; thence S88°04'25"W 272.41 feet; thence S01°55'35"E 155.29 feet; thence Southeasterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord that bears S46°55'35"E 21.21 feet; thence S01°55'35"E 66.00 feet; thence Southwesterly 23.56 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 90°00'00", having a chord that bears S43°04'25"W 21.21 feet; thence S01°55'35"E 5.99 feet; thence Southerly 46.96 feet along the arc of a 197.00 foot radius circular curve to the left, through a central angle of 13°39'25", having a chord that bears S08°45'20"E 46.85 feet; thence S15°35'00"E 81.88 feet; thence : S20°32'30"E 169.52 feet; thence Southeasterly 18.54 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 70°49'35", having a chord that bears S55°57'20"E 17.38 feet; thence S09°04'40"E 66.60 feet; thence Southwesterly 24.09 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 92°00'00", having a chord that bears S42°37'55"W 21.58 feet; thence S03°22'05"E 120.07 feet; thence Southeasterly 23.04 feet along the arc of a 15.00 foot radius circular curve to the left, through a central angle of 88°00'00", having a chord that bears S47°22'05"E 20.84 feet; thence S01°22'05"E 60.00 feet to a point on the centerline of Waters Road; thence along said centerline in the following two (2) courses: S88°37'35"W 230.94 feet and S80°43'00"W 715.46 feet to a point on the West line of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence along said West line N01°49'30"W 99.03 feet to the Point of Beginning. Being a part of the West 1/2 of the Southwest 1/4 of Section 6, the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan, and containing 39.44 acres of land, more or less. Being subject to the rights of the public over that portion of Waters Road, as occupied. Also being subject to easements and restrictions of record, if any.

2. Sheets 1 through 8, inclusive, of Replat No. 1 of Washtenaw County Condominium Subdivision Plan No. 229, marked Exhibit B to the First Amendment to the Master Deed of Arbor Creek, a site condominium, attached hereto shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this First Amendment to Master Deed, replace, supersede and supplement Sheets 1 through 5, inclusive, of the Condominium Subdivision Plan of Arbor Creek, as previously recorded in Liber 3203, Pages 57 through 61, inclusive, Washtenaw County Records, and said previously recorded Sheets 1 through 5, inclusive, shall be of no further force or effect.

In all other respects, other than as hereinbefore indicated, the original Master Deed of Arbor Creek, a site condominium, as amended, including all Exhibits attached thereto, as amended, recorded as aforesaid, is hereby ratified, confirmed and redeclared.

Dated: September 4, 1996.

WITNESSES

Karl R. Frankena
Nancy A. Pear Ronald
Ronald E. Cook, Vice-President, The Superior Group, Inc., Developer

STATE OF MICHIGAN, COUNTY OF WASHTENAW

On September 4 1996, Ronald E. Cook appeared before me, and stated under oath that he is the Vice President of The Superior Group, Inc., a Michigan corporation, and that this document was signed in behalf of the corporation, by authority of its board of directors, and he acknowledged this document to be the free act and deed of the corporation.

Karl R. Frankena, Notary Public
Washtenaw County, Michigan
My commission expires: 6/9/99

This document was prepared by and when recorded return to:

Karl R. Frankena
Conlin, McKenney & Philbrick, P.C.
350 S. Main street, Suite 400
Ann Arbor, Michigan 48104

Second Amendment to Master Deed of Arbor Creek

The Superior Group, Inc., a Michigan corporation, of 5840 N. Canton Center Road, Suite 220, Canton, Michigan 48187, being the Developer of Arbor Creek, a site condominium project established in pursuance of the provisions of the Michigan Condominium Act, as amended (being Act 59 of the Public Acts of 1978, as amended), and of the Master Deed thereof, as recorded on January 16, 1996, in Liber 3203, Pages 1 through 61, inclusive, Washtenaw County Records, and known as Washtenaw County Condominium Subdivision Plan No. 229, hereby amends said Master Deed pursuant to the authority reserved in Article IX for the purpose of enlarging the condominium project from 86 units to 128 units, and to amend the By-Laws of Arbor Creek, attached to the Master Deed as Exhibit A pursuant to the authority reserved in Article XVI of said Master Deed. Said Master Deed is amended in the following manner:

1. The legal description appearing on Page 1 of said Master Deed shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this Second Amendment to Master Deed, be replaced and superseded by the following legal description of real property located in the Township of Pittsfield, County of Washtenaw, Michigan, to be established as Arbor Creek:

Beginning at the Southwest corner of Section 6, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence N01°49'30"W 2517. 72 feet along the West line of said Section to the East 1/4 corner of Section 1, T3S, R5E, Lodi Township, Washtenaw County, Michigan; thence continuing along the West line of Section 6 NOO°46'55"E 87.91 feet to the West 1/4 corner of said Section 6; thence N88 ° 24'40"E 778.20 feet along the East and West 1/4 line of said Section; thence S63°04'15"W 93.46 feet; thence S01°35'20"E 274.14 feet; thence S61°19'35"E 181.40 feet; thence S33°46'00"W 194.52 feet; thence S56°14'00"E 140.41 feet; thence S33°46'00"W 260.16 feet; thence Southwesterly 72.17 feet along the arc of a 197.00 foot radius circular curve to the right, through a central angle of 20°59'25", having a chord which bears S44°15'45"W 71.77 feet; thence S54°45'25"W 52.00 feet; thence S35°14'35"E 66.00 feet; thence N54°45'25"E 52.00 feet; thence Northeasterly 96.35 feet along the arc of a 263.00 foot radius circular curve to the left, through a central angle of 20°59'25", having a chord which bears N44°15'45"E 95.81 feet; thence N36°46'00"E 31.74 feet; thence S56°14'00"E 240.00 feet; thence S31°56'15"E 153.35 feet; thence S01°31'15"E 360.00 feet; thence N88°28'45"E 143.43 feet; thence Southerly 295.59 feet along the arc of a 280.14 foot radius circular curve to the left, through a central angle of 60°27'25", having a chord which bears S40°28'20"E 282.07 feet; thence Easterly 29.89 feet along the arc of a 291.00 foot radius circular curve to the left, through a central angle of 05°53'10", having a chord which bears S73°38'35"E 29.88 feet to a point on the East line of the West 1/2 of the Southwest 1/4 of said Section (as monumented); thence S01°31'15"E 881.11 feet along said East line to a point on the South line of said Section; thence S01°00'50"E 0.16 feet along the East line of the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan, to a point on the centerline of Waters Road; thence along said centerline in the following two (2) courses: S88°37'55"W 678.52 feet and S80°43'00"W 715.46 feet to a point on the West line of said Section 7; thence N01°49'30"W 99.03 feet along said West line to the Point of Beginning. Being a part of the West 1/2 of the Southwest 1/4 of Section 6, the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan, and containing 64.69 acres of land, more or less. Being subject to the rights of the public over that portion of Waters Road as occupied. Also being subject to easements and restrictions of record, if any.

2. Upon recording of this Second Amendment to Master Deed in the Office of the Washtenaw County Register of Deeds, the following new subparagraph (1) of Section 1, Article VI, of said By-Laws shall replace and supersede the original subparagraph (1) as originally recorded in said By-Laws of Arbor Creek, and said subparagraph previously recorded shall have no further force or effect:

Article VI

RESTRICTIONS

Section 1. Residential Use.

(1) Access to Units 1 through 8 and Units 108 through 111. Vehicular access for Units 1 through 8 shall be restricted to Crystal Ridge Drive and Crystal Rock Court. Vehicular access for Units 108 through 111 shall be restricted to Gemstone Court.

3. Sheets 1 through 11, inclusive, of Replat No. 2 of Washtenaw County Condominium Subdivision Plan No. 229, marked Exhibit B to the Second Amendment to the Master Deed of Arbor Creek, a site condominium, attached hereto, shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this Second Amendment to Master Deed, replace, supersede and supplement Sheets 1 through 8, inclusive, of the Condominium Subdivision Plan of Arbor Creek, as previously recorded in Liber 3318, Pages 375 through 382, inclusive, Washtenaw County Records, and said previously recorded Sheets 1 through 8, inclusive, shall be of no further force or effect.

In all other respects, other than as hereinbefore indicated, the original Master Deed of Arbor Creek, a site condominium, as amended, including all Exhibits attached thereto, as amended, recorded as aforesaid, is hereby ratified, confirmed and redeclared.

Dated: October 21 , 1997.

WITNESSES

Karl R. Frankena
Nancy A. Pear Ronald
Ronald E. Cook, Vice-President, The Superior Group, Inc., Developer

STATE OF MICHIGAN, COUNTY OF WASHTENAW

On October 21 , 1997, Ronald E. Cook appeared before me, and stated under oath that he is the Vice President of The Superior Group, Inc., a Michigan corporation, and that this document was signed in behalf of the corporation, by authority of its board of directors, and he acknowledged this document to be the free act and deed of the corporation.

Karl R. Frankena, Notary Public
Washtenaw County, Michigan
My commission expires: 6/9/99

This document was prepared by and when recorded return to:

Karl R. Frankena
Conlin, McKenney & Philbrick, P.C.
350 S. Main street, Suite 400
Ann Arbor, Michigan 48104

Thrid Amendment to Master Deed of Arbor Creek

The Superior Group, Inc., a Michigan corporation, of 5840 N. Canton Center Road, Suite 220, Canton, Michigan 48187, being the Developer of Arbor Creek, a site condominium project established in pursuance of the provisions of the Michigan Condominium Act, as amended (being Act 59 of the Public Acts of 1978, as amended), and of the Master Deed thereof, as recorded on January 16, 1996, in Liber 3203, Pages 1 through 61, inclusive, Washtenaw County Records, and known as Washtenaw County Condominium Subdivision Plan No. 229, hereby amends said Master Deed pursuant to the authority reserved in Article IX for the purpose of enlarging the condominium project from 128 units to 178 units. Said Master Deed is amended in the following manner:

1. The legal description appearing on Page 1 of said Master Deed shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this Third Amendment to Master Deed, be replaced and superseded by the following legal description of real property located in the Township of Pittsfield, County of Washtenaw, Michigan, to be established as Arbor Creek:

Beginning at the Southwest corner of Section 6, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan; thence N 01°49'30" W 2517.72 feet along the West line of said Section to the East 1/4 corner of Section 1, T3S, R5E, Lodi Township; thence N 00°46'55" E 87.91 feet continuing along the West line of said Section to the West 1/4 corner of said Section 6; thence N 88°24'40" E 1397.77 feet along the East and West 1/4 line of Section; thence S 01°31'15" E 2611.21 feet along the East line of the West 1/2 of the Southwest 1/4 of said Section (as monumented) to a point on the South line of said Section 6; thence S 01°00'50" E 0.16 feet to a point on the centerline of Waters Road; thence S 88°37'55"W 678.52 feet along said centerline; thence S 80°43'00" W 715.46 feet continuing along said centerline to a point on the West line of Section 7, T3S, R6E, Pittsfield Township; thence N 01°49'30"W 99.03 feet along said West line to the Point of Beginning. Being the West 1/2 of the Southwest 1/4 of Section 6, and a part of the West 1/2 of the Northwest 1/4 of Section 7, T3S, R6E, Pittsfield Township, Washtenaw County, Michigan and containing 84.33 acres of land, more or less. Being subject to the rights of the public over that portion of Waters Road as occupied. Also being subject to easements and restrictions of record, if any.

2. Sheets 1 through 10, inclusive, of Replat No. 3 of Washtenaw County Condominium Subdivision Plan No. 229, marked Exhibit B to the Third Amendment to the Master Deed of Arbor Creek, a site condominium, attached hereto, shall, upon recordation in the Office of the Washtenaw County Register of Deeds of this Third Amendment to Master Deed, replace, supersede and supplement Sheets 1 through 11, inclusive, of the Condominium Subdivision Plan of Arbor Creek, as previously recorded in Liber 3519, Pages 531 through 541, inclusive, Washtenaw County Records, and said previously recorded Sheets 1 through 11, inclusive, shall be of no further force or effect.

In all other respects, other than as hereinbefore indicated, the original Master Deed of Arbor Creek, a site condominium, as amended, including all Exhibits attached thereto, as amended, recorded as aforesaid, is hereby ratified, confirmed and redeclared.

Dated: September 24 , 1998.

WITNESSES:

Keith Norusin
John B. Mazzei
Ronald E. Cook, Vice President, The Superior Group, Inc., Developer

STATE OF MICHIGAN, COUNTY OF WAYNE

On September 24 , 1998, Ronald E. Cook appeared before me, and stated under oath that he is the Vice President of The Superior Group, Inc. a Michigan corporation, and that this document was signed in behalf of the corporation, by authority of its board of directors, and he acknowledged this document to be the free act and deed of the corporation.

KAREN E. WITTICH, Notary Public
Acting in Wayne County, Michigan
My commission expires: 10-20-2001

This document was prepared by and when recorded return to:

Karl R. Frankena
Conlin, McKenney & Philbrick, P.C.
350 S. Main street, Suite 400
Ann Arbor, Michigan 48104