Title Documents submission

3K5715°60189 a Manager. In the event that any Manager shall die, resign or become incapable, in the unanimous opinion of the Committee of Managers (composed of all of the Managers other than the Manager in question), of fully serving as Manager hereunder for reasons of ill health of any nature, the Committee of Managers shail, as promptly as practicabie, and in any event within one hundred and eighty (180) days after the death, resignation or finding of incapacity by the Committee of Managers, appoint a replacement Manager who shall serve for the remainder of the term of the Manager so replaced, subject, however, to the approval of the Proprietors at the next regular annual Proprietors’ meeting. If such replacement Manager is not so approved by the Proprietors, such appointment shall end and the Proprietors shail, at such annual meeting, elect another replacement Manager to serve the remainder (if any) of the former Manager's term. if the Chairman dies, resigns or is found to be unable to serve, the Committee of Managers shall appoint a replacement Chairman from among its members to serve as Chairman until the next regular annual meeting of Proprietors. SIXTH THAT the Trustees shall own and endeavor to use reasonable efforts to maintain all Llewellyn Park archives and all documents and records relating to the history of Llewellyn Park and shall have the right to be present at all meetings of the Committee of Managers and shall serve as Ex Officio members thereof, having all rights and privileges of the members of the Committee of Managers except that no Trustee shail have the right to vote on matters before the Committee of Managers. Notwithstanding the terms of the preceding sentence, Trustees serving as Ex Cfficio members of the Committee of Managers and serving on subcommittees of such Committee of Managers in that capacity, shall have the right to vote only as members of such subcommittees upon any report or other action of such subcommittee. 12

1 i %5715?60190 SEVENTH: THAT an Advisory Committee be elected by the Proprietors each year at the same time and in the same manner as the Committee of Managers is elected. The Advisory Committee shall have nine (9) members, each of whom shall be a Proprietor or the spouse of a Proprietor (each member of the Advisory Committee is referred to as an "Advisor" and the Advisors are collectively referred to as “Advisors") whose primary residence is located on any Benefitted Lands and whose primary residence shall have been located on any Benefitted Lands for no tess than three (3) years at the time of election as a Advisor. Each Advisor shall be elected for a three (3) year term and may be elected for as many terms of the Proprietors may desire, provided, however, that no Advisor shall serve as an Advisor for more than three consecutive terms. The Advisors shall be divided into three classes of three Advisors each, so that one third of the Advisors are elected in any year. At the first regular annual meeting of Proprietors after this First Amendment takes effect, the Proprietors shall elect three (3) Advisors whose terms shall be for one (1) year, three (3) Advisors whose terms shalt be for two (2) years and three (3) Advisors whose terms shall be for three (3) years. Thereafter, Advisors shall be elected to three (3) year terms, The Advisory Committee shall assist the Committee of Managers in whatever respects the Committee of Managers reasonably requests, Advisors shall have the right to attend meetings of the Committee of Managers, but shall have no voting rights whatsoever, except that, if an Advisor is appointed as a voting member of a subcommittee of the Committee of Managers, such Advisor shail have the right to participate in subcommittee votes, but not in votes of the Committee of Managers.

3571 5°6019 | EIGHTH: THAT a Ladies’ Association (membership in which shall be open to both men and women) be established to work for the beautification of Llewellyn Park, Such Ladies’ Association shall assist the Committee of Managers in whatever respects the Committee of Managers reasonably requests and the president of the Ladies’ Association shall have the right to attend meetings of the Committee of Managers. NINTH: THAT the Committee of Managers shall be responsible for the operation, maintenance and management of Llewellyn Park in accordance with the Deed of Trust as amended by this First Amendment to Indenture. In addition to ail tights and powers granted to the Committee of Managers by the Deed of Trust and elsewhere in this First Amendment to Indenture, all funds relating to Llewellyn Park shall be held by the Committee of Managers and the Committee of Managers shall have the power (a) to establish budgets for the operation and management of Llewellyn Park and amend same from time to time, (b) to expend funds for the operation, maintenance, and management of Llewellyn Park and for all reasonable purposes that are necessary or desirable in connection with Llewellyn Park, the Benefitted Lands, the Trustees, the Committee of Managers, the Advisory Committee or in accordance with authorizing resolutions of the Proprietors, (c) to expend funds for the security of Llewellyn Park and the Benefitted Lands, (d) with the consent of eighty percent (80%) of all votes of Proprietors cast (including proxies) on such question, to acquire additional lands to be added to Llewellyn Park to be held by the Trustees in accordance with the Deed of Trust as amended by this First Amendment to Indenture, (e) with the consent of two-thirds of all votes of Proprietors cast on such question, to cause the Trustees to sell or otherwise transfer portions of Llewellyn Park other than the Rambles, which can only be sold by the unanimous consent of the Proprietors (and if sold, shall nonetheless remain fully 14

8KI715P60192 * subject to the restrictions set forth in Paragraph Fourteenth hereof in perpetuity), (f) to employ persons directly or indirectly to maintain, repair, replace, upgrade, improve or otherwise deal with all or any portion of Llewellyn Park, (g) with the consent of majority of all votes of Proprietors cast (including proxies) on such question, to cause the Trustees, from time to time, to legally restrict the use of all or any portion of Llewellyn Park by deed restriction, conservation easement or otherwise in a form and manner approved by the Committee of Managers, (h) to promulgate and enforce rules and regulations governing Llewellyn Park and the use and enjoyment thereof, (i) to regulate and limit the ingress and egress to Llewellyn Park, (j) to maintain roads that are a part of the Benefitted Lands upon payment by the Proprietors owning such Benefitted Lands of a special tax assessment against only such Proprietors to reimburse the Committee of Managers for the cost of such maintenance, (k) to enter into and perform contracts and agreements with third parties and with governmental entities and authorities relating to Liewellyn Park or the performance of the duties of the Committee of Managers and to obtain and comply with all necessary or desirable permits, licenses and approvals relating to Llewellyn Park or the performance of the duties of the Committee of Managers, (!) to call special meetings of the Proprietors upon twenty (20) days written notice to the Proprietors, and (m) to do such other things as are reasonable and desirable to operate, maintain and manage Llewellyn Park in accordance with the terms of the Deed of Trust as modified by this First Amendment to Indenture. TENTH: THAT The Trustees hereby consent to the exercise of each and every one of the powers of the Committee of Managers whether granted by the Deed of Trust, this First Amendment to Indenture, or the Proprietors in accordance with the terms of this First Amendment to Indenture and hereby further consent and agree to As

95715760193 accept any additional lands conveyed to the Trustees in accordance with the instructions of the Committee of Managers and the consent of eighty percent (80%) of all votes of Proprietors cast on such question, to sell or otherwise transfer any portion of Llewellyn Park other than the Rambles in accordance with the instructions of the Committee of Managers and the consent of two-thirds of ail votes of Proprietors cast on such question, and to restrict the use of all or any portion of Llewellyn Park by deed restriction, conservation easement or otherwise, in accordance with the instructions of the Committee of Managers and the consent of two-thirds of all votes of Proprietors cast on such question. ELEVENTH: THAT the Committee of Managers 's hereby granted by each and every Proprietor, either by such Proprietor joining in the making of this First Amendment to Indenture or pursuant to the Order of the Superior Court of New Jersey, the power to assess taxes (“Taxes") against each Proprietor as set forth in this First Amendment to Indenture. Such Taxes may be assessed at any time and from time to time in the form of regular annual assessments. In addition to such regular assessments, special assessments shall also be permitted at-any time and from time to time, All Taxes shall be assessed by the Committee of Managers by majority vote: All Taxes so assessed shall be and remain (a) liens upon the property of Benefitted Lands of éach Proprietor from the date of theic assessment until same are paid in full and the recording of this First Amendment to Indenture shall constitute full and sufficient public notice of such fien (a "Tax Lien"), and (b) the personal obligation of the record owner of the Benefitted Lands of each Proprietor as of the date that the lien accrues and at all times thereafter until paid in full, including any subsequent owner of such Benefitted Lands. Taxes shall bear interest from the due date thereof until same are paid at the Prime Rate {as 16

ete 8{5715°G01 94 “hereinafter defined) plus four percent (4%) per annum as same may vary from time to ume cr, if less, the highest legal rate of interest thereon and any interest so accrued shall be secured by the Tax Lien upon the Benefitted Lands of the Proprietor from the due date of the Taxes to which such interest rofates until same is paid in full, The "Prime Rate” shall be the prime rate as set forth in the Wall Street Journal or its successor, If the Wal! Street Journal or its successor shall cease publishing the “prime rate," the Trustees shall designate another source from which to establish the Prime Rate. If the term “prime rate” shall cease to be used, the Trustees shall designate a measurement of interest that approximates the “prime rate" as commonly understood on the date of this First Amendment to Indenture. The Committee of Managers shall have the right and standing to bring an action to foreclose any Tax Lien at any time that the payment of the Taxes, interest or other charges to which such Tax Lien relates is at least one (1) year in afrears. If any unpaid Taxes are referred to an attorney for collection, whether or not suit is commenced in respect thereto, the delinquent Proprietor shall be responsible for the payment of al! attorneys' fees and cost of suit in addition to all Taxes due and such amounts shall become part of the Taxes due and shall also be secured by the Tax Lien upon the Benefitted Lands of the Proprietor and shall bear interest as set forth herein from the time incurred until the time paid in full. Notwithstanding anything to the contrary contained herein or at law or equity, ail Tax Liens shall be subject and subordinate in all respects to any institutional mortgage lien and seller financed purchase money mortgage liens duly recorded against Benefitted Lands that are subject to a Tax Lien to the extent such mortgage is recorded prior to the date of the assessment of the Taxes to which the Tax Lien relates. Tax Liens shall also be subject and subordinate to future advances under any such mortgage, whether any such advances are made before or after the date of assessment to which a Tax Lien relates, provided that Tax Liens shall be 17

3571 5e60195 subject and subordinate to future principal advances exceeding the maximum principai amount set forth in the recorded mortgage only to the extent same are assessed after the date an amended or modified mortgage is recorded setting forth such increased maximum principal amount. The Committee of Managers, within sixty (60) days after receiving a written request therefor, shail provide to any Proprietor or any party designated by any Proprietor, a statement setting forth the annual taxes assessed by the Committee of Managers upon said Proprietor, the payment status of same, whether any Tax Lien exists upon the Proprietor's Benefitted Lands and, if such a Tax Lien does exist, the amount necessary to pay same in full. In addition, upon the written request of a Proprietor, the Committee of Managers shall provide a copy of any notice of assessment or Tax Lien relating to the Benefitted Lands of the Proprietor to any institutional first mortgagee holding a mortgage lien upon the Benefitted Lands of such Proprietor. The Committee of Managers shall have the right, but not the obligation, to adopt such additional procedures and regulations as the Committee of Managers believes to be desirable to provide necessary assurances and protections to institutional mortgagees and seller financed purchase money mortgagees in a manner consistent with this First Amendment to Indenture. TWELFTH: THAT regular taxes be assessed against each Proprietor (a) at the rate of Ten Dollars ($10.00) per acre of all Benefitted Lands of such Proprietor rounded to the nearest full acre, plus (b) an amount equal to the overall regular tax assessment established by the Committee of Managers above the portion of such tax assessment that such Ten Dollars ($10.00) per acre tax assessment against the Benefitted Lands will cause to be paid, multiplied by a fraction, the numerator of which is the assessment actually set forth on the tax records of the Township of West Orange for a 13

x5715°60196 ” Proprietor's Benefitted Lands (land assessment and improvement assessment) on January : 1 of the year in question (without adjustment for any change occurring after such date, regardless of the reason for such change) and the denominator of which is the actual aggregate amount of all assessments set forth on the tax records of the Township of i | West Orange for all Benefitted Lands (land assessment and improvement assessment) on January 1 of the year in question (without adjustment for any change occurring after such date, regardless of the reason for such change). Special tax assessments shall be I assessed against each Proprietor at an amount equa! to the total amount of such special tax assessment multiplied by a fraction, the numerator of which is the assessment set ! forth on the tax records of the Township of West Orange for the Benefitted Lands of a Proprietor (land assessment and improvement assessment), and the denominator of which is the aggregate amount of all assessments set forth on the tax records of the Township of West Orange for all Benefitted Lands (land assessment and improvement assessment) 1 Each Proprietor shall pay all regular and special assessments at the times and in the i manner established by the Committee of Managers from time to time. THIRTEENTH: THAT each Proprietor or such Proprietor's designee under Paragraph Second (or, in the case of Benefitted Lands having more than one Proprietor, such Proprietors or designees, collectively) shall have one vote for each acre of Benefitted Land owned by such Proprietor (or, collectively by such Proprietors), with partial acre being rounded to the nearest whole acre and any Proprietor owning less than one acre being entitled to one vote. Notwithstanding the above, to the extent that more than one natural person or entity shall qualify as a Proprietor of the same Benefitted \ Lands (due to joint ownership, joint designation or otherwise) or shall be the designees | of a Proprietor to the extent permitted by Paragraph Second, the votes of such 19

e571 560197 Proprietors or designees shall be as follows: (a) If one such Proprietor or designee shail vote all of such votes in person (and not by proxy) and the other Proprietor or Proprietors or designee or designees of such Benefitted Lands shail not formally object to such vote at the time it is made, the vote of the voting Proprietor or designee shall be conclusively binding on all Proprietors having the right to vote relating to such Benefitted Lands, (b) If a vote shall be made by proxy, each Proprietor of such Benefitted Lands or its designee(s) shall be required to execute such proxy. Without the execution by each such Proprietor or its designee(s), the proxy shall be null and void. and (c) If more than one Proprietor or designee shall vote in person, the votes shall be allocated equally between or among the voting Proprietors or designees, subject to the terms of clause (a) with respect to any non-voting Proprietor or designee FOURTEENTH: THAT except for the existing internal roadways that are currently the property of the Trustees and are currently part of the Rambles, the Rambles shall be preserved as undeveloped lands in perpetuity and that neither the Trustees nor the Committee of Managers shail suffer or permit any use of the Rambies inconsistent with this restriction, except that areas of the Rambles not exceeding one acre in the aggregate (the "Maintenance Areas") may be used by the Committee of Managers solely for the storage of equipment, supplies, books and records in connection with or ancillary to the operation, governance, maintenance and management of Llewellyn Park and structures reasonably necessary for such storage may be erected upon the Maintenance Areas. Notwithstanding anything to the contrary set forth in this First Amendment to Indenture, this restriction shail be perpetual and may not be revoked or amended by the Trustees, the Committee of Managers or the Proprietors. Moreover, in addition to any other parties, public or private, having standing to enforce this 20 ae

| ! | at EO 4x57 15760198 ¥ restriction, this restriction may be enforced by the Trustees, the Committee of Managers, or by one or more Proprietors, each of whom shall have standing to enforce this restriction on the use of the Rambles in perpetuity. This restriction shall run with the land and be binding on the Trustees, the Committee of Managers and their respective successors and assigns in perpetuity, the clear intent and force of this restriction being to preserve and conserve the Rambles forever green and undeveloped except for the use of the Maintenance Areas for limited purposes expressly set forth in this Paragraph Fourteenth. FIFTEENTH: THAT the Proprietors, and each of them, do hereby release the Trustees, the members of the Committee of Managers and the members of the Advisory Committee from any and all liability to the Proprietors, individually and collectively, arising out of or relating to the performance of the respective duties of the Trustees, the members of the Committee of Managers and the members of the Advisory Committee or the exercise of their respective rights and obligations hereunder in such capacities, which release shall include, but not be limited to rights arising from rights of subrogation, except that no Trustee, member of the Committee of Managers or member of the Advisory Committee shall be released from any liability to the Proprietors arising out of or relating to the negligence or willful misconduct of such person. Each Proprietor is advised to provide a copy of Paragraphs Fifteenth, Sixteenth and Seventeenth of this First Amendment to Indenture to such Proprietor's insurer and to consult with such insurer to obtain appropriate individual coverage of and waivers of subrogation relating to the matters set forth in Paragraphs Fifteenth and Sixteenth hereof. 21