ORHA Supplemental Ammendment to Restrictions and Covenants

SUPPLEMENTAL AMENDMENT TO

DECLARATIONS OF PROTECTIVE DEED RESTRICTIONS AND COVENANTS FOR OAK RUN

OAK RUN HOMEOWNERS ASSOCIATION, SENIOR LIVING COMMITTEE

P0 BOX 76192, OCALA, FL 34481

To: All Oak Run homeowners:

As you know a census and vote was take in December 2003 to determine if the residents wished to have Oak Run Designated a “55+” community as outlined in federal statutes Title 42, section 3607(b)(2)(C) U.S.C., the Fair Housing Act, as amended by the Housing for Older Persons Act (HOPA). By an overwhelming majority, the residents voted for this change.

The legal paperwork has now been completed and as of June 16, 2004, Oak Run is officially and legally a 55+ or Senior Living community. Because of this change in status, all of the Declarations of Protective Deed Restrictions and Covenants for Oak Run had to be amended.

Attached you will find a copy of those amended Declarations and Covenants. Please put these amendments with your current copies so that you may refer to them as necessary. With this change in status Oak Run will be an even better place to live.

Edward T. Snell, President

Oak Run Homeowners Association

For easier reading, the abbreviated version of the original 13 page supplemental amendment located below this paragraph does NOT contain Pages 1 through 4, the top of Page 5, the bottom of Page 8, and the top and middle of Page 10. Those sections excised primarily contain numerical references to specific Articles that were amended.

2. Declarant’s Intention. The Declarant intends that the Property will provide an aesthetically attractive, quiet, comfortable environment conducive to a style of living desired by senior citizens and that its residents will meet the standards necessary to qualify for the exemptions set forth in Title 42, Section 3607(b) (2) (C) U.S.C., the Fair Housing Act, as amended by the Housing for Older Persons Act (HOPA), commonly known as a “senior living community,” wherein at least eighty percent (80%) of occupied homes will have at least one person per residence who is age fifty-five (55) or older.

3. Fifty-five (55) Age Restriction. After the Effective Date of this Amendment, no Homesite shall be occupied by any person unless at least one of the occupants of the Homesite is at least fifty-five (55) years of age or older.

4. Exception for Current Owners and Tenants. Section 3 shall not apply to Owners of Owner occupied Homesites when the Owners have acquired title to their Homesite prior to the Effective Date of this Amendment, but Section 3 shall apply to any Owner who acquires title to any Homesite after the Effective Date of this Amendment. Section 3 shall not apply to any tenant whose lease agreement is signed prior to the Effective Date of this Amendment, but Section 3 shall apply to any tenant who acquires a leasehold interest in any Homesite, whether by entering into an original lease, by subletting or by assignment, after the Effective Date of this Amendment.

5. Exception for Homesite Owners Acquiring Title as the Result of the Death of a Spouse. Section 3 shall not apply to any Owner who acquires title to a Homesite as the result of the death of a spouse. The term “acquires title to a Homesite as the result of the death of a spouse” means acquiring title to a Homesite as the result of succeeding to the interest of a person’s deceased spouse under a deed creating a tenancy by the entireties with the deceased spouse, acquiring title to a Homesite as the result of succeeding to the interest of a person’s deceased spouse under a deed creating a joint tenancy with right of survivorship with the deceased spouse, acquiring title to a Homesite as the result of a devise from a person’s deceased spouse or by operation of the intestacy laws of any state as applied to a person’s deceased spouse, or acquiring title to a Homesite as the result of acquiring a life estate by the surviving spouse in a Homesite acquired from the deceased spouse (whether such life estate is created by will, deed or operation of law). The term “acquires title to a Homesite as the result of the death of a spouse” also includes any right of occupancy or use of property contained in a trust established by the deceased spouse for the benefit of the surviving spouse.

6. Restriction on Transfer of Interests. After the Effective Date of this Amendment: 1. No Homesite shalt be conveyed, 2. No interest of any kind in any Homesite shall be conveyed, 3. No Homesite shall be leased, rented or loaned, 4. No Homesite shall be subleased, 5. No lease shall be assigned, and 6. No Homesite shall be occupied, until such time as the Association has received satisfactory verification of the age or ages of any proposed occupant(s), buyer(s) or renter(s) to ensure that the requirements of this Amendment have been met and has given its written approval of the proposed occupant(s), buyer(s) or renter(s).

7. Required Provisions in Leases and Other Agreements. All leases, subleases, assignments, rental agreements or loan agreements (hereinafter “Agreements”) shalt be in writing and shall contain a clause which shall cause immediate termination of the lease, sublease, assignment, rental or loan in the event of non-compliance with this Amendment and shall irrevocably name the Association as attorney-in-fact to enforce said clause and shall provide for an award of reasonable attorneys fees and costs to the Association including but not limited to costs for any appeals or proceedings in bankruptcy incurred to enforce the provisions of this Amendment as currently in force or as further amended from time to time. All such clauses shall be in a form acceptable to the Association. All leases, subleases, assignments, rental agreements or loan agreements shall be submitted to the Association for approval prior to signing.

8. Obligations of Owners and Others. By acceptance of a deed to any Homesite in the Property, the Owner covenants that the Owner and all other occupants shall comply with the requirements of this Amendment and shall be bound by its provisions. By entering into any lease, sublease or by accepting any assignment of any lease to any Homesite in the Property, the tenant covenants that the tenant and all other occupants shall comply with the requirements of this Amendment and shall be bound by its provisions. By entering into any contract for deed to any Homesite in the Property, the contract vendee covenants that the contract vendee and all other occupants shall comply with the requirements of this Amendment and shall be bound by its provisions. All Owners, tenants and contract vendees further agree to cooperate with all requests to complete any survey, provide any affidavit requested or required under any regulations issued by the U.S. Secretary of Housing and Urban Development or the State of Florida and to fully cooperate with the Declarant, the Association and all governmental authorities to ensure qualification for the aforesaid exemption.

9. Restriction on Occupancy by Persons Under the Age of Eighteen (18). No person under the age of eighteen (18) years of age shall occupy, permanently reside or live in any Living Unit on any Homesite in Oak Run unless a deviation has been granted by the Association. The foregoing provisions shall not prohibit visits and stays of members of an Owner’s or tenant’s family under the age of eighteen (18) years for a period of time not to exceed thirty (30) days in any one (1) calendar year.

10. Deviations. The Association may, but shall not be required to, grant reasonable deviations from the requirements of this Section so long as the deviation shall not cause non-compliance with the provisions of applicable law, as amended. No approval or grant of deviation from the requirements of this section shall be effective unless made in writing and signed by a responsible officer of the Association. No deviation shall be issued for a period of more than three (3) years. Any party requesting an extension of a deviation shall do so in writing at least ninety (90) days prior to the expiration of the deviation. The granting of any deviation or the granting of any extension to any deviation shall not be construed to create any obligation on the part of the Association to grant any subsequent deviation or extension. Deviations are non-transferable and are non-assignable.

11. Enforcement. Notwithstanding anything to the contrary contained in the Declarations or elsewhere, the Declarant shall have the power and authority to jointly or severally enforce this Amendment and to obtain injunctive or other relief in the event of its violation and shall be entitled to an award of their reasonable attorneys fees and costs (including the cost of any paralegal or legal assistant employed by any attorney) including but not limited to costs for any appeals or proceedings in bankruptcy incurred to enforce the provisions of this Amendment as currently in force or as further amended from time to time. Any amount expended by and any fine assessed by the Declarant shall be treated as a Special Assessment as hereinafter described. Declarant covenants for each Lot, and, by acceptance of a deed or other transfer instrument, whether or not expressed in such deed or instrument, each Owner of any Lot is deemed to covenant and agree to pay to the Association the Special Assessments.

12. Effect of Nonpayment of Assessment: Remedies.

(a) Personal Obligation. All Special Assessments, together with any late fees, interests, and costs of collection when delinquent, including reasonable attorneys' fees (at trial, on appeal or in bankruptcy) whether or not a lawsuit is brought (collectively, the "Assessment Charge") shall be the personal obligation of the person or entity who was the Owner of the Lot at the time the Assessment Charge was levied, and of each subsequent Owner. No Owner may waive or otherwise escape liability for the Assessment Charge by abandonment of the Lot.

(b) Creation of Lien. The Assessment Charge also shall be a continuing lien on the Lot against which the Assessment Charge is made, which lien is effective upon recording a claim of lien, but relating back to and having a priority as of the date of this Supplemental Amendment. This lien in favor of the Declarant will secure the Assessment Charge that is then due and that may accrue subsequent to the recording of the claim of lien and before entry of final judgment of foreclosure. The lien in favor of the Assessment Charge is subject to the subordination provisions of Paragraph 12(d).

(c) Lawsuit for Payment; Foreclosure of Lien. The Declarant may bring an action at law against the Owner personally obligated to pay the Assessment Charge, or may foreclose the lien in a manner similar to foreclosure of a mortgage lien, or both. The Association, acting on behalf of the Owners, shall have the power to bid for an interest in any Lot foreclosed at such foreclosure sale and to acquire, hold, lease, mortgage, and convey the Lot.

(d) Subordination of the Lien to Mortgages. The lien of the Assessment Charge will be inferior to the first mortgage lien of any Mortgagee. Sale or transfer of any Lot pursuant to foreclosure of such a mortgage, including a deed in lieu of foreclosure, shall extinguish the lien as to payments that became due before the sale or transfer. The transferees of such Lot shall be liable for any assessments coming due after the sale or transfer.

(e) Other Remedies. The Declarant may assess fines of up to $50.00 per day and suspend the voting rights of an Owner for any period during which any non-compliance with this Amendment occurs. Each day of a violation shall constitute a separate violation, but it shall only be necessary for the Declarant to send the Owner one notice of assessment, which notice shall relate back to the date of the recording of this Amendment. The amount of such fine not paid within ten (10) days of the date of the notice, together with all amounts accruing thereafter, shall constitute a Special Assessment and may be foreclosed in the manner set forth above.

13. Certificate of Payment. The treasurer of the Association, upon request of any Owner, shall furnish a certificate signed by a member of the Board, if authorized by the Board, stating whether any Assessments are owed by that Owner. The Board may establish a reasonable fee for such certificate. Such certificate will be conclusive evidence of payment of an Assessment through the date of the certificate.

14. Definitions. The following words when used in this Amendment (unless the context shall prohibit) shall have the following meanings:

(a) "Association" - shall mean and refer to Oak Run Homeowners Association, Inc., its successors and assigns.

(b) "Declarant" - shall mean and refer to OAK RUN ASSOCIATES, LTD., a Florida Limited Partnership.

(c) "Declarations" - shall mean and refer to: the Declaration of Covenants and Restrictions for each specific Neighborhood.

(d) "Effective Date"- shall mean and refer to the date this Amendment is recorded in the Public Records of Marion County, Florida.

(e) "Living Unit" - shall mean and refer to any building or portion of a building situated upon a Homesite designed and intended for use and occupancy as a single residence. By way of example, but not limitation, the term "Living Unit" shall include a townhouse unit, or any other form of single residential dwelling, whether attached or detached.

(f) "Homesite" - shall mean and refer to any Homesite of land shown on any recorded subdivision plat of The Properties which has been designated by the Declarant to contain a Living Unit. The word Homesite shall also include the Living Unit located thereon when one has been constructed on the Homesite.

(g) "Member" of the Association - shall mean and refer to all Owners, Owners of a Homesite and the Declarant.

(h) "Owner" - shall mean and refer to the record owner, whether one or more persons or entities, of the fee or undivided fee interest in any Homesite located within The Properties, including the Declarant, but shall not mean or refer to any mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.

(i) "Property or Properties" - shall mean and refer to all areas of land subject to the Covenants.

15. Headings: References to Sections and Schedules. The headings of the Sections, paragraphs and subparagraphs of this Amendment are solely for convenience of reference and shall not limit or otherwise affect the meaning of any of the terms or provisions of this Amendment. The references in this Amendment to Sections, unless otherwise indicated, are references to sections of this Amendment.

16. Gender and Case. Wherever in this Amendment the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require.

17. Severability. The unenforceability or invalidity of any one or more provisions of this Amendment shall not affect the validity or enforceability of any other provisions of this Amendment.

18. Exception for Declarant. The Association and the Declarant recognize and agree that the Declarant is still in the process of selling Homesites in the Property and that the age restrictions contemplated by this Amendment might cause an increase in Declarant’s costs if fully implemented against Declarant at this time. The parties further recognize that the recordation of this Supplement Amendment confers no advantage to Declarant but is being executed by Declarant as an accommodation to the Association and to the residents of Oak Run to implement the expressed desire of the vast majority of the residents that the residents live in an age-restricted community. Therefore, the Declarant shalt have the right to exclude the initial sale by Declarant of up to one hundred (100) Homesites from the application of this Supplemental Amendment so long as said exclusion shall not cause the number of Homesites occupied by at least one person age fifty-five (55) or older to drop below eighty percent (80%) of the total number of Homesites encumbered by the Declarations of Covenants and Restrictions amended by this Supplemental Amendment. As used herein, the term “initial sale” shall mean and refer to Declarant’s first sale of a Homesite to a Buyer and, should said Buyer default in said purchase, to any resale of the same Homesite. Declarant’s right under this paragraph shall be non-assignable.