Art. 2

Declaration Article 2

Exhibit III

Declaration of Protective Covenants, Restrictions, and Easements

Article 2

Definitions

2.1 Interpretation and Flexibility. The defined terms set forth below shall apply to all capitalized terms used in this Declaration unless the context shall require a contrary interpretation. In the event of any ambiguity or question as to whether any person, entity, property or improvement shall fall within any of the definitions contained in this Article, Declarant's determination (as evidenced by a recorded amendment to this Declaration) shall be binding and conclusive.

2.2 "Affiliate" shall mean, when used to modify the term "Declarant", any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Declarant. The term "control" as used in this definition means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of person, corporation, partnership or other association, whether through the ownership of voting securities, by contract or otherwise.

2.3 "Articles" means the Articles of Incorporation of the Association which have been filed in the office of the Secretary of State, State of Florida for the Overseas Village Homeowners' Association, Inc., a Florida not-for-profit corporation, as the same may be amended from time to time.

2.4 "Assessment" means a share of the funds required for payment of Common Expenses, which from time to time is charged to the Residential Unit Owner and/or Long-Term Lessee.

2.5 "Assigns" means any person to whom some or all rights of a Owner have been validly transferred by sale, lease, mortgage or otherwise in compliance with this Declaration and, where applicable, the CLT Lease Agreement.

2.6 "Association" means the Overseas Village Homeowners' Association, Inc., a not-for-profit Florida corporation, which is the entity responsible for the operation of The Village.

2.7 "Board of Administration" or "Board" means the board of directors responsible for the administration of the Association.

2.8 "Building (s)" means the building(s) compressing the residential structures and other improvements situated on the Property, all as more fully described herein.

2.9 "By-Laws" means the by-laws of the Association, as they exist from time to time.

2.10 "CLT" and CLT Lease Agreement" mean Middle Keys Community Land Trust, including is successor, and that certain long-term lease agreement, the form and content of which shall be determined from time to time in the sole discretion of the CLT, which lease agreement shall restrict the Owner's right to transfer the CLT Lease Agreement and the Owner's leasehold interest in the CLT-owned Residential Unit to which it relates, respectively.

2.11 "Common Expenses" means all expenses and assessments properly incurred by the Association for the Village, including, without limitation:

A. expenses of operation, maintenance, repair or replacement of Common Properties;

B. costs of carrying out the powers and duties of the Association;

C. any other expenses designated as Common by this Declaration or the By-Laws.

2.12 "Common Properties" means those portions of The Village excluding all Residential Units (as ultimately determined by Declarant) but including the entranceways, lighting equipment, roadways, easements, sidewalks and walkways, paths, lawns, fire lanes, green belts, fences, parking areas, and personal property used in connection with such portions of The Village; where the context so requires "Common Properties" shall include Limited Common Properties, as hereinafter defined, and portions of the Residential Unit for which the Association has the responsibility to maintain the Common Properties within The Village.

2.13 "Common Receipts" means the following items collected by the Association on behalf of the Members:

A. funds collected from Owners for payment of Common Expenses or otherwise; and

B. receipts designated as common by law, this Declaration or the By-Laws.

2.14 "Common Roof" means the roof structure which is a unitary roof covering Residential Units 1 and 2 and Residential Units 4, 4A, 5, 5A.

2.15 "Common Surplus" means the excess of all Common Receipts over Common Expenses.

2.16 "County" means Monroe County, Florida and its duly authorized agencies and authorities, as applicable.

2.17 "Declarant" means: (a) Overseas Village, LLC, a Florida limited liability company, its successors and those to which Declarant's rights hereunder may be assigned; and (b) for purposes of taking actions on Declarant's behalf under this Declaration, Declarant's duly appointed agent (s). Declarant shall have the right to assign all or a portion of its rights hereunder in connection with all or a portion of The Village.

2.18 "Declaration" means this Declaration of Covenants, Restrictions and Easements of Overseas Village, a Residential Community, being established pursuant to this Declaration, including all Exhibits annexed hereto, as well as all amendments to this Declarations.

2.19 "Development Agreement" means that certain development agreement approved by Monroe County for The Village which was recorded in the public records of Monroe County in Official Records Book 1843 at Page 20, as the same may be amended from time to time.

2.20 "Improvement" means any structure or artificially and intentionally created condition, together with all appurtenances thereto, of every type and kind located within The Village, including, without limitation, buildings, walkways, sprinkler pipes, roads, sidewalks, alleys, street lights, driveways, parking areas, fences, screening walls, stairs, decks, landscaping, planted trees and shrubs, conduits for telephone lines, storm drainage, cable television lines and site lighting poles, signs and shared equipment and/or utility-type services such as water, sewer and electrical systems, and other commonly shared equipment and/or utility-type services, if any.

2.21 "Institutional Lender" means any bank, insurance company, FHA or FNMA approved mortgage lending institution, recognized pension fund investing in mortgages or federal or state savings and loan association which has a mortgage lien upon any Residential Unit or CLT Lease Agreement for a Residential Unit or which has acquired and holds a Residential Unit or CLT Lease Agreement to such Residential Unit either as a result of its foreclosure of any such mortgage lien or by its receipt of an assignment in lieu of foreclosure.

2.22 "Insurance Trustee" means a bank, insurance company, federal or state savings and loan association which has been approved pursuant to Article 14 hereof.

2.23 "Limited Common Properties" means those portions of the Common Property which are for the exclusive use of one or more specified Residential Units tot he exclusion of other Residential Units (as of the recording of the Declaration, there are no Limited Common Properties; provided, however, the Association with the approval of the CRT may create Limited Common Properties).

2.24 "Lot" means a parcel of land, as shown in Exhibit B and labeled as a "Parcel" (as the same may be amended by Declarant as provided herein) attached to this Declaration, and any and all improvements thereon.

2.25 "Member" means member of the Association, which shall be limited to Owners, including the CLT and Long-Term Lessees under a CLT Lease Agreement for a Residential Unit.

2.26 "Moderate Income Housing Regulations" means that certain Declaration of Covenants and Restrictions Regarding Density and Use of the Overseas Village, City of Marathon, Florida as recorded in Official Records Book 1934 at page 1160, Public Records of Monroe County, Florida, and such additional regulations and restrictions imposed upon the acquisition and sale of the fee simple or leasehold interest in a Residential Unit as imposed from time to time by the CLT, City of Marathon, as other agency having jurisdiction.

2.27 "Owner or Qualified Owner" means a fee simple owner or a Long-Term Lessee, whether one or more persons or entities, of the Residential Unit that has been qualified by the CLT as to family income limitations and such other criteria set by the CLT from time to time; provided, however, where the context so requires, the term "Owner" shall include the CLT.

2.28 "Property" means the real property described in Exhibit A.

2.29 "Residential Unit" means each, residential dwelling together with that portion of land located within the property line of the area to be deeded in fee simple by the Declarant to the CLT for each of the Parcels shown in Exhibit B. Each Residential Unit will be owned in fee simple by the CLT or a Qualified Owner or leased to a Qualified Owner by the CLT pursuant to a CLT Lease Agreement. The Declarant reserves the right to adjust the boundary lines between adjoining Residential Units at any time prior tot he initial conveyance thereof by Declarant. Any such adjustment in boundary lines of Residential Units will be recorded by Declarant in the public records of the County, as an amendment to this Declaration. It is hereby declared that by reason of this Declaration each parcel of real property and Residential Unit shall be legally described and conveyed with the for of reference as follows:

Residential Unit ____ of Overseas Village, according

to the Declaration of Protective Covenants, Restrictions

and Easements of Overseas Village, a Residential

Community, as recorded in Official Records Book

____, at Page____ of the Public Records of Monroe

County, Florida, and any amendments thereto.

2.30 "The Voting Interests" means the right to vote the respective votes assigned to the class of Members.