DECLARATION OF RESTRICTIONS

SHOREWOOD FOREST DEVELOPMENT

THIS DECLARATION, made this 15^th day of July, 1974, by The Shorewood Corporation, an Indiana corporation, (hereinafter referred to as the “Developer”). WITNESSES:

WHEREAS, the Developer is the owner of all of the lands contained in the area shown on Exhibit A, attached hereto and made a part hereof, which lands together with yet to be defined contiguous lands containing no more than 200 additional acres will be developed as a planned unit known as the SHOREWOOD FOREST DEVELOPMENT (hereinafter referred to as the “Development”), and subdivided portions of the Development will be more particularly described on the plats of the various sections thereof which will be recorded in the office of the Recorder of Porter County, Indiana; and

WHEREAS, the Developer is about to sell and convey the lots and parcels situated within the platted areas of the Development, and before doing so, desires to subject and impose upon all real estate within the platted areas of the Development mutual and beneficial restrictions, covenants, conditions, and charges (hereinafter referred to as the “Restrictions”) under a general plan or scheme of improvement for the benefit of the subdivided lots and lands in the Development and the future owners thereof:

NOW, THEREFORE, the Developer hereby declares that all of the platted lots and lands located within the Development as they become platted are held and shall be held, conveyed hypothecated or encumbered, leased, rented, used, occupied and improved, subject to the following Restrictions, all of which are declared and agreed to be in furtherance of a plan for the improvement of the platted lands and sale of said lots in the Development, and are established and agreed upon for the purpose of enhancing and protecting the value, desirability and attractiveness of the Development as a whole and of each of said lots situated therein. All of the Restrictions shall run with the land and shall be binding upon the Developer and upon the parties having or acquiring any right, title or interest, legal or equitable, in and to the real property or any part or parts thereof subject to such Restrictions, and shall inure to the benefit of the Developer and every one of the Developer’s successors in title to any real estate in the Development. The Developer specifically reserves unto itself the right and privilege, prior to the recording of the plat by the Developer of a particular lot or tract within the Development as shown on Exhibit A, to exclude any real estate so shown from the Development, or to include additional real estate.

1. DEFINTIONS. The following are the definitions of the terms as they are used in this Declaration:

A. “Committee” shall mean the Shorewood Forest Control Committee, composed of three members appointed by the Developer who shall be subject to removal by the Developer at any time with or without cause. Any vacancies from time to time existing shall be filled by appointment of the Developer. The Developer may, at its sole option, at any time hereafter, relinquish to the Association the power to appoint and remove one or more members of the Committee.

B. “Association” shall mean the Shorewood Forest Property Owners Association, Inc., a not-for-profit corporation, the membership and powers of which are more fully described in paragraph 9 of this Declaration.

C. “Lot” shall mean any numbered parcel of residential real estate described by one of the plats of the Development, which is recorded in the office of the Recorder of Porter County, Indiana.

D. Approvals, determinations, permissions, or consents required herein shall be deemed given if they are given in writing signed, with respect to the Developer or the Association by the President or a Vice-President thereof, and with respect to the Committee, by two members thereof.

E. “Owner” shall mean a person, partnership, trust or corporation who has or is acquiring any right, title or interest, legal or equitable, in and to a lot, but excluding those persons having such interest merely as security for the performance of an obligation.

2. CHARACTER OF THE DEVELOPMENT.

A. In General. Every lot in the Development, unless it is otherwise designated by the Developer in the plat, is a residential lot and shall be used exclusively for single-family

Residential purposes; provided, however, that the Developer may retain a sales office in each section of the Development until the Developer has sold all lots in such section. No structure shall be erected, placed or permitted to remain upon any of said lots except a single-family dwelling house and such outbuildings as are usually accessory to a

single-family dwelling house. All tracts of land located within the Development which have not been designated by numbering as residential building lots in the recorded plats shall be used in a manner consistent with the zoning and use designated in the plan filled by the Developer. These restrictions shall not be applicable to areas of the Development which are platted subject to a Separate Declaration of Restrictions as townhouse apartments or which are subject to a Declaration of Horizontal Property Regime. However, the Developer reserves unto itself the right to change the character of such designated use at any time in the future by applying to the Porter County Plan Commission and its staff for modifications of the plan, and, where necessary, to apply to any other necessary governmental body for such reclassification, rezoning or variance of use needed to accommodate the Developer’s planned use.

B. Residential Use of Accessory Outbuilding Prohibited. No accessory outbuildings shall be erected on any of the lots prior to the erection thereon of a

single-family dwelling house, and in no event shall any such accessory outbuilding or any temporary structure which may be constructed upon a lot under these Restrictions ever be used as a residence of dwelling house or place for human occupancy.

C. Occupancy or Residential Use of Partially Completed Dwelling House Prohibited. No dwelling house constructed on any of the lots shall be occupied or used for residential purposes or human habitation until it shall have been substantially completed. The determination of whether the house shall have been substantially completed shall be made by the Committee and such decision shall be binding on all parties.

3. RESTRICTIONS CONCERNING SIZE, PLACEMENT, AND MAINTENANCE OF DWELLING HOUSES AND OTHER STRUCTURES.

A. Minimum Living Space Areas. The minimum square footage of living space of dwellings constructed on various lots in the Development, exclusive of porches, terraces, garages, carports, accessory buildings, or basements, or portions thereof, or similar facilities not modeled and decorated for regular and continuous habitation, shall be designated on the recorded plats of the sections within the Development.

B. Residential Set-Back Requirements.

(i) General. Unless otherwise provided in these Restrictions or on the recorded plat, no dwelling house or above grade structure shall be constructed or placed on any lot in the Development except as provided herein. The first floor living areas of any dwelling that abuts Lake Louise shall not be constructed lower than an elevation of 725 feet above main sea level.

(ii) Front Set-Backs. Unless otherwise provided in these Restrictions or on the recorded plats, all dwelling houses and above ground structures shall be constructed or placed on lots in the Development so as to comply with the set-back lines, as established in plats of the various portions of the Development.

(iii) Side Yards. The side yard set-back lines shall not be less than eight (8) feet from either sideline of the lot.

(iv) Rear Yards. The rear set-back line shall be at least 20 feet from the rear lot line, but if the lot abuts on Lake Louise, the Committee may determine that the location of the rear set-back line adjacent to the lake shall be otherwise.

C. Fences, Mailboxes, and Trees – Tree Control Plan. In order to preserve the natural quality and aesthetic appearance of the existing geographic areas within the Development, any fence or mailbox must be approved by the Committee as to size, location, height, and composition before it may be installed. A lot must have at least two trees growing upon it in the front yard by the time the house is completed, and if this requires plantings by the Owner, the Committee must approve the size and location of such trees. Within all areas shown on the plan filed with the Porter County Plan Commission under Docket No. 72-SE-9 as covered with trees, no tree with a trunk diameter of four (4) inches or more when measured four (4) feet above the ground may be removed without the prior written consent of the Committee.

D. Exterior Construction. The finished exterior of every building constructed or placed on any lot in the Development shall be of material other than tarpaper, rollbrick siding or any other similar material. No house shall have metal prefabricated flues that extend above the highest roof line. All driveways must be paved with asphalt or concrete at least for the first fifty (50) feet beginning at its abutting with the street.

E. Heating Plants. Every house in the Development must contain a heating plant installed in compliance with the required codes and capable of providing adequate heat for year-round human habitation of the house.

F. Diligence in Construction. Every building whose construction or placement on any lot in the Development is begun shall be completed within six (6) months after the beginning of such construction or placement. No improvement which has partially or totally been destroyed by fire or otherwise, shall be allowed to remain in such state for more than three (3) months from the time of such destruction or damage.

G. Time in Which to Build Structures. The time or times within which the Owners of the lots within the Development must construct and complete, ready for habitation, houses on their lots after their purchase of the lot will be designated on the recorded plats of the section within the Development. If a house is not completed upon a lot within the prescribed time, the Developer shall have the option to repurchase such lot for a price, in cash, equal to the Owner’s cost basis in the lot, including the cost of improvements up to the time of repurchase. This option shall expire if not exercised prior to the time of completion of the house.

H. Prohibition of Used Structures. All structures constructed or placed on any lot in the Development shall be constructed with substantially all new materials, and no used structures shall be relocated or placed on any such lot.

I. Maintenance of Lots and Improvements. The Owner of any lot in the Development shall at all times maintain the lot and any improvements situated thereon in such a manner as to prevent the lot or improvements from becoming unsightly; and, specifically, such Owner shall:

(i) Mow the lot at such time as may be reasonably required in order to prevent the unsightly growth of vegetation and noxious weeds.

(ii) Remove all debris or rubbish.

(iii) Prevent the existence of any other condition that reasonably tends to detract from or diminish the aesthetic appearance of the Development.

(iv) Cut down and remove dead trees.

(v) Keep the exterior of all improvements in such state of repair or maintenance as to avoid their becoming unsightly.

J. Association’s Right to Perform Certain Maintenance. In the event that the Owner of any lot in the Development shall fail to maintain his lot and improvements situated thereon in accordance with the provisions of these Restrictions, the Association shall have the right, by and through its agents or employees or contractors, to enter upon said lot and repair, mow, clean, or perform such other acts as may be reasonably necessary to make such lot and improvements situated thereon, if any, conform to the requirements of these Restrictions. The cost therefor to the Association shall be added to and become a part of the annual charge to which said lot is subject, and may be collected in any manner in which such annual charge may be collected. Neither the Association nor any of its agents, employees, or contractors shall be liable for any damage, which may result from any maintenance work performed hereunder.

K. Yard Lights. Each Owner of any lot in the Development, other than the Developer, shall install a yard light at the time a house is constructed upon the lot. The type of light and the location of the light on the lot must be approved by the Committee. Each light must be controlled by an electric eye so that it will be lighted from dusk to dawn.

4. PROVISIONS RESPECTING DISPOSAL OF SANITARY WASTE.

A. Outside Toilets. No outside toilets shall be permitted on any lot in the

Development (except during a period of construction, and then only with the consent of the Committee).

B. Construction of Sewage Lines. All sanitary sewage lines on the lots shall be designed and constructed in accordance with the provisions and requirements of the Porter County Board of Health. No storm water (Subsurface or surface) shall be discharged into sanitary sewers. Copies of all permits, plans, and designs relating to the construction of a sanitary sewer service line shall be submitted in duplicate to the Committee at the time of the submission of all other plans or documents required for the obtaining from said Committee of a permit to build.

5. GENERAL PROHIBITIONS.

A. In General. No noxious or offensive activities shall be permitted on any lot in the Development, nor shall anything be done on any of said lots that shall become or be an unreasonable annoyance or nuisance to any Owner of another lot in the Development.

B. Signs. No signs or advertisements shall be displayed or placed on any lot or structures in the Development without prior written approval of the Committee.

C. Animals. No animals shall be kept or maintained on any lot in the Development except the usual household pets, and, in such case, such household pets shall be kept reasonably confined so as not to become a nuisance.

D. Vehicle Parking. No trucks, campers, trailers, boats, or similar vehicles shall be parked on any street in the Development. No such vehicle shall be parked on a lot in view from any street in the Development for more than a 48-hour period.

E. Garbage and Other Refuse. No Owner of a lot shall burn or permit the burning out of doors of garbage or other refuse, nor shall any such Owner accummulate or permit the accumulation out of doors of such refuse on his lot except as may be permitted in subparagraph F below. All houses built in the Development shall be equipped with a garbage disposal unit.

F. Fuel Storage Tanks and Trash Receptacles. Every tank for the storage of fuel that is installed on a lot outside any building shall be buried below the surface of the ground. Every outdoor receptacle for ashes, trash, rubbish, or garbage shall be installed underground or shall be so placed and kept as not to be visible from any street within the Development at any time, except at the times when refuse collections are being made.

G. Model Homes. No Owner of any lot shall build or permit the building upon said lot of any dwelling house that is to be used as a model home or exhibit house without permission to do so from the Developer.

H. Temporary Structures. No temporary house, trailer, tent, garage, or other outbuilding shall be placed or erected on any lot nor shall any overnight camping be permitted on any lot.

I. Ditches and Swales. It shall be the duty of every Owner of every lot on which any part of an open storm drainage ditch or swale is situated to keep such portion thereof as may be situated upon his lot continuously unobstructed and in good repair, and to provide for the installation of such culverts upon said lot as may be reasonably necessary to accomplish the purposes of this subsection. All Owners, if necessary, shall install dry culverts between the road rights of way and their lots in conformity with specifications and recommendations of the Committee.

J. Utility Services. No utility services shall be installed under finished streets except by jacking, drilling, or boring.

K. Wells and Septic Tanks. No water wells shall be drilled on any of the lots nor shall any septic tanks be installed on any of the lots in the Development, without the approval of the Committee.

6. SHOREWOOD FOREST DEVELOPMENT CONTROL COMMITTEE.

A. Power of Committee.

(i) Generally, no dwelling, building structure or improvement (including boat docks, boathouses, and sea walls) of any type or kind shall be constructed or placed on any lot in the Development without the prior approval of the Committee. Such approval shall be obtained only after written application has been made to the Committee by the Owner of the lot requesting authorization from the Committee. Such written application shall be in the manner and form prescribed from time to time by the Committee, and shall be accompanied by two (2) complete sets of plans and specifications for any such proposed construction or improvement. Such plans shall include plot plans showing the location of all improvements existing upon the lot and the location of the improvement proposed to be constructed or placed upon the lot, each properly and clearly designated. In addition, such plans and specifications shall show elevation of the proposed improvement as it relates to the existing street elevation. Such plans and specifications shall set forth the color and composition of all exterior materials proposed to be used and any proposed landscaping, together with any other material or information, which the Committee may require. All plans and drawings required to be submitted to the Committee shall be drawn to a scale of 1” = 10’, or to such other scale as the Committee may require. There shall also be submitted, where applicable, the permits or reports required under paragraph 3 of these Restrictions.

(ii) Power of Disapproval. The Committee may refuse to grant permission to construct, place or make the requested improvement, when:

(a) The plans, specifications, drawings, or other material

submitted are themselves inadequate or incomplete, or show the proposed improvement to be in violation of these restrictions;

(b) The design or color scheme of a proposed improvement is not in harmony with the general surroundings of the lot or with adjacent buildings or structures;

(c) The proposed improvement or any part thereof, would in the opinion of the Committee be contrary to the interests, welfare or rights of all or any part of other Owners.

(iii) Power to Grant Variances. The Committee may allow reasonable variances or adjustments of these Restrictions where literal application would result in unnecessary hardship, but any such variance or adjustment shall be granted in conformity with the general intent and purposes of these Restrictions, and no variance or adjustment shall be granted which is materially detrimental or injurious to other lots in the Development.

B. Duties of Committee. The Committee shall approve or disapprove proposed improvements within 30 days after all required information shall have been submitted to it. One copy of all submitted material shall be retained by the Committee for its permanent files. All notifications to applicants shall be in writing, and, in the event that such notification is one of disapproval, it shall specify the reason or reasons.

C. Liability of Committee. Neither the Committee nor any agent thereof, nor the Developer, nor the Association, shall be responsible in any way for any defects in any plans, specifications or other materials submitted to it, nor for any defects in any work done according thereto.

D. Inspection. The Committee may inspect work being performed with its permission to assure compliance with these Restrictions and applicable regulations.

7. RULES GOVERNING BUILDING ON SEVERAL CONTIGUOUS LOTS HAVING

ONE OWNER.

Whenever two or more contiguous lots in the Development shall be owned by the same person, and such Owner shall desire to use two or more of said lots as a site for a single dwelling house, he shall apply in writing to the Committee for permission so to use said lots. If permission for such a use shall be granted, the lots constituting the site for such single dwelling house shall be treated as a single lot for the purpose of applying these Restrictions to said lots, so long as the lots remain improved with one single dwelling house.

8. OWNERSHIP, USE AND ENJOYMENT OF LETTERED PARCELS AND

RECREATIONAL FACILITIES.

Each lettered parcel (including Lake Louise) depicted on the recorded plats of the Development shall remain private, and neither the Developer’s execution or recording of the plats nor the doing of any other act by the Developer is, or is intended to be, or shall be construed as, a dedication to the public of the parcel or recreational facilities located upon it. A license upon such terms and conditions as the Developer, and the successors, assigns or licensees of it shall from time to time grant, for the use and enjoyment of the lettered parcels and the recreational facilities, is granted to the persons who are from time to time members of the Association. Ownership of the lettered parcels and recreational facilities located upon them shall be conveyed from time to time in fee simple title, free of financial encumbrances to the Association. Such conveyance shall be subject to easements and restrictions of record, and such other conditions, as the Developer may at the time of such conveyance deem appropriate. Such conveyance shall be deemed to have been accepted by the Association and those persons who shall from time to time be members thereof upon the recording of a deed or deeds conveying such lettered parcels and recreational facilities to the Association.

9. SHOREWOOD FOREST PROPERTY OWNERS’ ASSOCIATION, INC.

A. In General.

(i) There has been or will be created, under the laws of the State of Indiana, a not-for-profit corporation to be known as the “Shorewood Forest Property Owners’ Association, Inc.”, which is referred to as the “Association.” Every Owner of a lot in the Development shall be a Class A member of the Association. If a person would realize upon his security and become the Owner of a lot, he shall then be subject to all the requirements and limitations imposed in these Restrictions on other Owners of lots and on members of the Association, including those provisions with respect to the payment of an annual charge.

(ii) Owners of lots who are engaged in the business of constructing houses may apply to the Committee for a determination that they own a lot or lots not for their own use but for resale. If the Committee determines that such is the purpose for which the lot or lots are held, the Owner shall not become a member of the Association and should not be required to pay the annual charge. The determination shall terminate upon the first to occur of (a) revocation by the Committee, (b) sale of the lot, or

B. Purpose of the Association.

(i) The general purpose of the Association is to provide a means whereby

those areas within the Development designated as lettered parcels (including Lake Louise) on the plats thereof may be conveyed to the Association which will operate, maintain, repair, and replace the parcels and any improvements upon them.

(ii) An additional purpose of the Association is to provide a means for the promulgation and enforcement of regulations necessary to govern the use and enjoyment of such parcels and recreational facilities of other amenities and such other recreational facilities within the Development as may be conveyed to the Association.

C. Power of Association to Levy and Collect Charges and Impose Liens.

(i) The Association shall have all powers set forth in its Articles of Incorporation, together with all other powers that belong to it by law, including the power to levy a uniform annual charge or assessment against the lots in exchange for the benefits conferred upon the Owners of the lots. The Board of Directors of the Association, acting in accordance with the By-Laws of the Association, shall determine, after consideration of the financial requirements of the Association, the annual charge that will be made. No charge shall ever be levied by the Association against the Developer or any corporation that may be created to acquire title to and operate utilities serving the Development.

(ii) Every such charge shall be paid by the members of the Association before the first day of April of the year for which the charge is made, but the Board may provide that the charge shall be paid in quarterly or monthly installments. The Board of Directors of the Association shall fix the amount of the annual charge by the first day of March of each year, and written notice of the charge so fixed shall be sent to each member.

(iii) Any charge levied or assessed against any lot, together with interest and other charges or costs as hereinafter provided, shall become and remain a lien upon that lot until paid in full, and shall also by a personal obligation of the Owner or Owners of that lot at the time the charge fell due. Such charge shall bear interest at the rate of 8% per annum until paid in full. If, in the opinion of the Board of Directors of the Association, such charge has remained due and payable for an unreasonably long period of time, the Board may, on behalf of the Association, institute such procedures, either at law or in equity, by foreclosure or otherwise, to collect the amount owing in any court of competent jurisdiction. The Owner of the lot or lots subject to the charge, shall, in addition to the amount of the charge at the time legal action is instituted, be obliged to pay any expense or costs, including attorney’s fees, incurred by the Association in collecting the same. Every Owner of a lot and any person who may acquire any interest in such lot, whether as an Owner or otherwise, is hereby notified, and by acquisition of such interest agrees, that any such liens which may exist upon said lot at the time of the acquisition of such interest are valid liens and shall be paid. Every person who shall become an Owner of a lot is hereby notified that by the act of acquiring, making such purchase or acquiring such title, such person shall be conclusively held to have covenanted to pay the Association all charges that the Association shall make pursuant to this subparagraph 9-C of the Restrictions.

(iv) The Association shall, upon demand, at any time, furnish a certificate in writing signed by an officer of the Association that the assessments on a specified lot have been paid or that certain assessments against said lot remain unpaid, as the case may be. A reasonable charge may be made by the Board of Directors of the Association for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.

D. Purpose of the Assessments. The charges or assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the members of the Association, and, in particular, for the improvement and maintenance of the properties owned or operated by the Association.

E. Suspension of Privileges of Membership. Notwithstanding any other provision contained herein, the Board of Directors of the Association shall have the right to suspend the voting rights, if any, and the right to use the facilities of the Association of any Owner (i) for any period during which any of the Association’s charges owed by the Owner remain unpaid; (ii) during the period of any continuing violation of the restrictive covenants for the Development, after the existence of the violation shall have been declared by the Board of Directors of the Association; and (iii) during the period of any violation of the Articles of Incorporation, By-Laws, or regulations of the Association.

10. REMEDIES

A. In General. The Association or any party to whose benefit these Restrictions inure, including the Developer, may proceed at law or in equity to prevent the occurrence or continuation of any violation of these Restrictions, but neither the Developer nor the Association shall be liable for damages of any kind to any person for failing either to abide by, enforce, or carry out any of these Restrictions.

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

11. EFFECT OF BECOMING AN OWNER.

The Owners of any lot subject to these Restrictions, by acceptance of a deed conveying title thereto, or the execution of a contract for the purchase thereof, whether from the Developer or a subsequent Owner of such lot, shall accept such deed and execute such contract subject to each and every Restriction and agreement herein contained. By acceptance of such deed or execution of such contract, the Owner acknowledges the rights and powers of the Developer and of the Association with respect to these Restrictions, and also, for themselves, their heirs, personal representatives, successors and assigns, such Owners covenant and agree and consent to and with the Developer, the Association and to and with the Owners and subsequent owners of each of the lots affected by these Restrictions to keep, observe, comply with and perform such Restrictions and agreements.

12. TITLES.

The underlined titles preceding the various paragraphs and subparagraphs of the Restrictions are for convenience of reference only, and none of them shall be used as an aid to the construction of any provision of the Restrictions. Wherever and whenever applicable, the singular form of any word shall be taken to mean or apply to the plural, and the masculine form shall be taken to mean or apply to the feminine or to the neuter.

13. DURATION.

The foregoing covenants and restrictions are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 2074, at which time said covenants and restrictions shall be automatically extended for successive periods of ten (10) years, unless changed in whole or in part by vote of those persons who are then the Owners of the majority of the lots.

14. SEVERABILITY.

Every one of the Restrictions is hereby declared to be independent of, and severable from, the rest of the Restrictions and of and from every other one of the Restrictions, and of an from every combination of the Restrictions. Therefore, if any of the Restrictions shall be held to be invalid or to be unenforceable, or to lack the quality of running with the land, that holding shall be without effect upon the validity, enforceability, or “running” quality of any other one of the Restrictions.

IN TESTIMONY WHEREOF, witness the signature of the Declarant this

15^th day of July, 1974.

THE SHOREWOOD CORPORATION

By ________________________

ATTEST:

___________________________

Secretary

STATE OF INDIANA )

) SS:

COUNTY OF HAMILTON )

Before me, a Notary Public in and for said County and State, personally appeared

Stanley E. Hunt and H.T. O’Brien, the Exec. Vice Pres. And Secretary of Shorewood Corporation, and acknowledged the execution of the foregoing Declaration of Restrictions for and on behalf of that corporation.

Witness my hand and seal this 15^th day of July, 1974.

_______________________________

Cheri Lou Graf Notary Public

My Commission expires: