AFTER RECORDING, RETURN TO:

Howard M. Feuerstein

Stoel Rives Boley Jones & Grey

900 SW Fifth Avenue, Suite 2300

Portland, Oregon 97204

DECLARANON SUBMITTING

IRVING STREET LOFTS

TO CONDOMINIUM OWNERSHIP

IRVING STREET LOFTS, LLC, an Oregon

limited liability company

DECLARANT

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS .............................................................................................................. 2

1.1 "Association........................................................................................................ 1

1.2 "Bylaws................................................................................................................ 1

1.3 "Commercial Units............................................................................................. 1

1.4 "Condominium.................................................................................................... 1

1.5 "Declarant............................................................................................................ 1

1.6 "Declaration......................................................................................................... 1

1.7 "Eligible Mortgage Insurer or Guarantor.......................................................... 1

1.8 "Eligible Mortgage Holder................................................................................. 2

1.9 "Loft Units........................................................................................................... 2

1.10 "Mortgage" and "Mortgagee............................................................................... 2

1.11 "Parking Units..................................................................................................... 2

1.12 "Plat...................................................................................................................... 2

1.13 "Storage Units..................................................................................................... 2

1.14 Incorporation by Reference............................................................................... 2

ARTICLE 2. SUBMISSION OF PROPERTY TO CONDOMINIUM STATUTE........................... 2

ARTICLE 3. NAME OF CONDOMINIUM...................................................................................... 3

ARTICLE 4. UNITS............................................................................................................................ 3

4.1 General Description of Building....................................................................... 3

4.2 General Description, Location and Designation of Units............................... 3

(a) Loft Units.................................................................................................. 3

(b) Commercial Units.................................................................................... 3

(d) Storage Units............................................................................................. 3

4.3 Boundaries of Units............................................................................................ 3

(a) Loft and Commercial Units..................................................................... 3

(b) Parking Units............................................................................................. 4

ARTICLE 5. GENERAL COMMON ELEMENTS................................................................................. 4

ARTICLE 6. LIMITED COMMON ELEMENTS.................................................................................... 5

ARTICLE 7. ALLOCATION OF UNDWMED INTERESTS IN COMMON ELEMENTS.................. 5

ARTICLE 8. COMMON PROFITS AND EXPENSES; VOTING.................................................. 5

8.1 Allocation of Common Profits and Expenses.............................................. 5

8.2 Allocation of Voting Rights........................................................................... 6

ARTICLE 9. SERVICE OF PROCESS............................................................................................. 6

ARTICLE 10. USE OF PROPERTY................................................................................................. 6

10.1 Loft Units........................................................................................................ 6

10.2 Commercial Units.......................................................................................... 7

10.3 Parking Units.................................................................................................. 7

10.4 Storage Units.................................................................................................. 7

ARTICLE 11. MAINTENANCE OF COMMON ELEMENTS....................................................... 7

11.1 Responsibility for Maintenance................................................................... 7

11.2 Mortgagee's Rights upon Failure to Maintain............................................. 7

11.3 Rights of City Upon Failure to Maintain..................................................... 7

11.4 Historic Preservation.................................................................................... 8

ARTICLE 12. EASEMENTS............................................................................................................. 8

12.1 In General........................................................................................................ 8

12.2 Encroachments............................................................................................... 8

12.3 Granting of Easements by Association........................................................ 9

12.4 Right of Entry................................................................................................. 9

12.5 Easements for Declarant............................................................................... 9

ARTICLE 13. APPROVAL BY MORTGAGEES............................................................................ 9

13.1 Notice of Action............................................................................................ 9

13.2 Termination and Amendment to Documents............................................. 10

13.3 Additional Approvals................................................................................... 11

13.4 Notice to First Mortgagees of Defaults.................................................... 12

ARTICLE 14. ASSOCIATION OF UNIT OWNERS..................................................................... 12

14.1 Organization.................................................................................................... 12

14.2 Membership; Board of Directors.................................................................. 12

14.3 Powers and Duties.......................................................................................... 12

14.4 Adoption of Bylaws, Declarant Control of Association.............................. 13

ARTICLE 15. CHANGES TO UNITS.............................................................................................. 13

15.1 Relocation or Elimination of Boundaries; Consolidation or Division of Units................................................................................................................ 13

15.2 Proposed Amendment.................................................................................... 13

15.3 Approval of Board of Directors.................................................................... 13

15.4 Opinion of Engineer; Supervision................................................................. 14

15.5 Execution and Recording of Amendment and PlatI . .................................. 14

ARTICLE 16. AMENDMENT........................................................................................................... 14

16.1 How Proposed................................................................................................ 14

16.2 Approval Required.......................................................................................... 14

16.3 Recordation.................................................................................................... 15

ARTICLE 17. SEVERABILITY......................................................................................................... 15

ARTICLE 18. APPLICABILE........................................................................................................... 15

DECLARATION SUBMITTING

IRVING STREET LOFTS

TO CONDOMINIUM OWNERSHIP

THIS DECLARAITON, pursuant to the provisions of the Oregon Condominium Act, is made and executed this 20th day of April, 1995, by IRVING STREET LOFRS, LLC, an Oregon liability company ("Declarant").

Declarant proposes to create a condominium to be known as Irving Street Lofts, a Condominium, which will be located in the City of Portland, Multnomah County, Oregon. The purpose of this Declaration is to submit Irving Street Lofts to the condominium form of ownership and use in the manner provided by the Oregon Condominium Act.

NOW, THEREFORE, Declarant does hereby declare and provide as follows:

ARTICLE 1.

DEFINITIONS

When used in this Declaration the following terms shall have the following meanings:

1.1 "Association" means the association of unit owners established pursuant to Article 14 below.

1.2 "Bylaws" means the Bylaws of the Association of Unit Owners of Irving Street Lofts, A Condominium, adopted pursuant to Section 14.4 below as the same may be amended from time to time.

1.3 "Commercial Units" means Units 101 and 102 as shown on the Plat and described in Section 4.2.(b).

1.4 "Condominium" means all of that property submitted to the condominium form of ownership by this Declaration.

1.5 "Declarant" means Irving Street Lofts, LLC, an Oregon limited liability company, and its successors and assigns.

1.6 "Declaration" means this Declaration as the same may hereafter be amended.

1.7 "Eligible Mortgage Insurer or Guarantor" means an insurer or

governmental guarantor of a first mortgage on a unit who has requested notice of certain matters from the Association in accordance with Section 13.1 below.

1.8 "Eligible Mortgage Holder" means a holder of a first mortgage on a unit who has requested notice of certain matters from the Association in accordance with Section 13.1 below, but shall not include a contract vendor.

1.9 "Loft Units" Units 201 through 801 as shown on the Plat and described in Section 4.2.(a).

1.10 "Mortgage" and Mortgagee" mean, respectively, a recorded mortgage, trust deed or contract of sale which creates a lien against a unit, and the holder, beneficiary or vendor of such a mortgage, trust deed or contract of sale.

1.11 "Parking Units" means Units P-l through P-63 and Units Ml and M2 as shown on the Plat and described in Section 4.2.(c).

1.12 "Plat" means the plat of Irving Street Lofts, A Condominium, recorded simultaneously with the recording of this Declaration.

1.13 "Storage Units" means Units S-1 through S-45 as shown on the Plat and described in Section 4.2.(d).

1.14 "Incorporation by Reference" Except as otherwise provided in this

Declaration, each of the terms defined in ORS 100.005, a part of the Oregon

Condominium Act, shall have the meanings set forth in such section.

ARTICLE 2.

SUBMISSION OF PROPERTY TO CONDOMINIUM STATUTE

The property submitted to the Oregon Condominium Act by this Declaration is located in the City of Portland, Multnomah County, Oregon, and is more particularly described in the attached Exhibit A. Such property is held by Declarant and conveyed by Declarant in fee simple estate. The property submitted includes the land so described, all buildings, improvements and structures, all easements, and rights and appurtenances located on, belonging to or used in connection with such land, including right to use portions of areas under adjoining street rights of way pursuant to Revocable Permit to Use Dedicated Street Areas dated February 24, 1995 and recorded February 27, 1995, as Document No. 95 23109, Records of Multnomah County, Oregon.

ARTICLE 3.

NAME OF CONDOMINIUM

The name by which the Condominium shall be known is "Irving Street Lofts, A Condominium."

ARTICLE 4.

UNITS

4.1 General Description of Building. The Condominium contains one building consisting of seven stories plus a penthouse and a parking garage basement level. The building is of poured in place, reinforced concrete and built up roof.

4.2 General Description, Location and Designation of Units. The Condominium consists of a total of 196 units, as follows:

(a) Loft Units. Loft Units are designated for residential or commercial use. The Condominium contains a total of 84 Loft Units.

(b) Commercial Units. Commercial Units are units designated for commercial use located on the first floor of the Condominium. The Condominium contains two Commercial Units.

(c) Parking Units. Parking Units are the parking spaces in the basement of the Condominium building. The Condominium contains 65 Parking Units.

(d) Storage Units. Storage Units are the storage spaces located on the first floor of the Condominium. The Condominium contains 45 Storage Units.

The dimensions, designation and location of each unit are shown in the Plat, which is made a part of this Declaration as if fully set forth herein. The approximate area of each Loft and Commercial Unit is shown on the attached Exhibit B.

4.3 Boundaries of Units.

(a) Loft and Commercial Units. Each Loft and Commercial Unit shall be bounded by the interior surfaces of its perimeter and bearing walls, floors, ceilings, windows and window frames, doors and door frames, and trim. The unit shall include all lath, furring, wallboard, plasterboard, plaster, paneling, tiles, wallpaper, paint, finished flooring and any other materials constituting any part of its finished surfaces and the exterior surfaces so described. All other portions of the walls, floors or ceilings shall be a part of the common elements. In addition, each unit shall include the following: (a) All spaces, nonbearing interior partitions, windows, window frames, exterior doors, door frames and all other fixtures and improvements within the boundaries of the unit, and lb) All outlets of utility and communications service lines, including but not limited to power, light, gas, hot and cold water, heating, refrigeration, air conditioning and waste disposal, security, cable television and telephone, within the boundaries of the unit, but shall not include any part of such lines or ducts themselves.

(b) Parking Units. Each Parking Unit shall be bounded by the interior surfaces of its perimeter walls, floors and ceilings and by a vertical plane from floor to ceiling at the interior edge of its parking stripe and a line connecting such stripes at any opening thereof.

ARTICLE 5.

GENERAL COMMON ELEMENTS

The general common elements consist of the following:

5.1 The land, bike storage area, mechanical, equipment and service areas, manager's office, trash room, club room, janitor rooms, roof deck and parking garage, except parking spaces as shown on the Plat and are designated as Parking Units.

5.2 Pipes, ducts, flues, chutes, conduits, wires and other utility and communications installations to their outlets.

5.3 Roofs, foundations, bearing walls, perimeter walls, beams, columns and girders to the interior surfaces thereof.

5.4 Lobbies, stairways, landings, hallways, elevators, ramps, entrances and exits which are not part of a unit.

5.5 All other elements of the buildings and the Condominium labeled as general common elements on the Plat or necessary or convenient to their existence, maintenance and safety, or normally in common use, except as may be expressly designated in this Declaration as part of a unit or a limited common element.

ARTICLE 6.

LIMITED COMMON ELEMENTS

The following shall constitute limited common elements, the use of which shall be restricted to the units to which they pertain:

6.1 The roof deck over Unit 801 and the stairs leading to such roof deck, which shall pertain to such unit.

6.2 The restroom on the first floor, as shown on the Plat, shall be a limited common element pertaining to Unit 101.

ARTICLE 7.

ALLOCATTON OF UNDIVIDED INTERESTS IN COMMON ELEMENTS

A nominal percentage interest in the common elements of .001 percent is assigned to each of the Parking Units and each of the Storage Units. The remainder of the percentage interests in the common elements (99.890 percent) is allocated among the Loft and Commercial Units in accordance with the ratio by which the approximate area of the particular unit bears to the total approximate area of all Loft and Commercial Units combined, as shown on the attached Exhibit B. If Loft or Commercial Units are ever consolidated, or if Commercial Units are ever subdivided, the percentage ownership interest in the common elements shall be allocated among the consolidated or subdivided units in the proportion by which the square footage in the individual unit bears to the total square footage of all of the affected units. Each unit's interest in the common elements shall be inseparable from the unit and any conveyance, encumbrance, judicial sale, or other transfer, voluntary or involuntary, of an undivided interest in the common elements shall be void unless the unit to which that interest is allocated is also transferred.

ARTICLE 8.

COMMON PROFITS AND EXPENSES; VOTING

8.1 Allocation of Common Profits and Expenses. The common profits and common expenses of the Condominium shall be allocated to the owner of each unit according to the allocation of undivided interest of such unit in the common elements, except that:

(a) The costs of operating, maintaining and repairing the central heating system shall be shared by the units utilizing such heating system in the proportion set forth in the attached Exhibit C;

(b) The costs of maintaining and repairing limited common elements shall be charged to and shared by the units to which they pertain in proportion to the interests of such units therein;

(c) If a Commercial Unit uses more water than would be used by a residential or office use of such size, then the cost of the excess water service shall be charged to such unit, and

(d) The costs of operating, maintaining and repairing the air conditioning equipment serving the Commercial Units shall be charged to the Commercial Units based upon their relative square footage.

Except upon termination of the Condominium or as otherwise provided in the Bylaws with respect to damage, destruction or condemnation, any such common profits shall be used solely for the purpose of maintaining, repairing and replacing the common elements or for other expenses or reserves of the Association.

8.2 Allocation of Voting Rights. The owner of each Loft and Commercial Unit shall be entitled to a vote in the affairs of the Association of unit owners based upon the square footage of each such unit compared to the total square footage of all such units, as set forth in the attached Exhibit B. No voting rights shall attach to Parking Units or Storage Units. The method of voting shall be as specified in the Bylaws.

ARTICLE 9.

SERVICE OF PROCESS

The designated agent to receive service of process in cases provided in subsection (1) of ORS 100.550 is named in the Condominium Information Report which has been filed in accordance with ORS 100.250(l)(a).

ARTICLE 10.

USE OF PROPERTY

Each unit shall be used only for the purposes set forth below. Additional limitations on use are contained in the Bylaws and rules and regulations adopted pursuant to the Bylaws, which documents shall be binding upon all owners, occupants and users of the units.

10.1 Loft Units. Loft Units shall be used for residential purposes or for office, professional or studio purposes. Such units may be used for retail purposes only on a by-appointment-only basis. No uses shall be permitted that generate noise such as to disturb units used for residential purposes.

10.2 Commercial Units. Commercial Units shall be used for retail, commercial or professional purposes; provided, however, that Commercial Units may not be used for manufacturing, sales of pornographic or erotic literature, objects or similar merchandise, for video or amusement centers or arcades, or as a nightclub or other facility providing nighttime entertainment.

10.3 Parking Units. Parking Units may be used only for parking of vehicles and may be owned only by the owner of a Loft or Commercial Unit in the Condominium and used in connection with the use of such a unit. Parking Units Ml and M2 are intended for motorcycles. Parking Units may not be used by any person other than an owner or tenant of such a unit in the Condominium. Transfer of Parking Units by or among unit owners shall be accomplished by deed or other form of real property conveyance instrument.

10.4 Storage Units. Storage Units may be used only for storage purposes and may be owned only by the owner of a Loft or Commercial Unit in the Condominium and may be used only by the owner or tenant of such a unit in the Condominium. Transfer of Storage Units by or among unit owners shall be accomplished by a deed or other form of real property conveyance instrument.

ARTICLE 11.

MAINTENANCE OF COMMON ELEMENTS

11.1 Responsibility for Maintenance. The necessary work to maintain, repair or replace the common elements shall be the responsibility of the board of directors of the Association and shall be carried out as provided in the Bylaws.

11.2 Mortgages Rights upon Failure to Maintain. If the mortgagee of any unit determines that the board of directors is not providing an adequate maintenance, repair and replacement program for the common elements, such mortgagee, at its option, may give a notice to the board of directors by delivering same to the registered agent, setting forth the particular defect which it believes exists in the maintenance, repair and replacement program. If the specified defects are not corrected within 90 days subsequent to receipt of such notice, then the mortgagee, upon written notice to the registered agent that it is exercising its proxy rights, shall have the right to attend succeeding annual or special meetings of the Association and to cast a vote for each unit on which it holds a mortgage on all business coming before such meeting. Such proxy rights shall continue until the defects listed on the notice are corrected.

11.3 Rights of City Upon Failure to Maintain, The provisions of this Declaration and of the Bylaws regarding the maintenance, repair and replacement of the common elements shall be deemed to be for the benefit of the City of Portland, as well as the unit owners, and the City may enforce such provisions by appropriate proceedings at law or in equity. Without limitation to the foregoing, the City may deliver a written notice to the board of directors by delivering the same to the registered agent, setting forth the particular defect which it believes exists in the maintenance, repair and replacement program. If the specified defects are not corrected within 30 days after receipt of the notice, or, if such correction cannot reasonably be completed within such time, the Association fails within such time to commence and pursue the correction with reasonable diligence, then the City may take necessary curative action. In such event, the cost of correction by the City shall constitute a lien against each unit and its interest in the common elements based upon such unit's share of the common expenses as provided in this Declaration.

11.4 Historic Preservation. The Condominium has been designated as "historic property" pursuant to the provisions of the Oregon Historic Property Act, ORS 358.475-358.565. Accordingly, the Condominium shall be maintained and operated in accordance with the requirements of such Act and the regulations adopted thereunder, including, without limitation, the provisions of Section 737-50120 of the Oregon Administrative Rules and any public visitation requirements contained in such rules.

ARTICLE 12.

EASEMENTS

12.1 In General. Each unit has an easement in and through each other unit and the common elements for all support elements and utility, wiring, heat, and service elements, and for reasonable access thereto, as required to effectuate and continue proper operation of the Condominium. In addition, each unit and all the common elements are specifically subject to easements as required for the electrical wiring and plumbing for each unit. The specific mention or reservation of any easement in this Declaration does not limit or negate the general easement for common elements reserved by law. Each unit owner has an unrestricted right of ingress and egress to his or her unit. This right is perpetual and passes with the ownership of the unit.

12.2 Encroachments. Each unit and all common elements shall have an easement over all adjoining units and common elements for the purpose of accommodating any present or future encroachment as a result of engineering errors, construction, reconstruction, repairs, settlement, shifting, or movement of any portion of the property, or any other singular cause, and any encroachment due to building overhang or projection as long as the physical boundaries of the units are in substantial accord with the description of those boundaries that appears in the Declaration. There shall be valid easements for the maintenance of the encroaching units and common elements so long as the encroachments shall exist, and the rights and obligations of owners shall not be altered in any way by the encroachment. This provision does not relieve a unit owner of liability in the case of willful misconduct of the unit owner, or relieve Declarant or any contractor,

subcontractor or materialman from any liability as a result of failure to adhere to the Plat. The encroachments described in this Section 12.2 shall not be construed to be encumbrances affecting the marketability of title to any unit.

12.3 Granting of Easements by Association. The Association, upon prior approval of 75 percent of the voting power of the unit owners, may execute, acknowledge, deliver and record on behalf of the unit owners leases in excess of two years, easements, rights-of-way, licenses, and similar interests affecting the common elements and consent to vacation of roadways within and adjacent to the Condominium. Any such instrument shall be executed by the chairman and secretary of the Association. No such interest may be granted with regard to a limited common element unless the owners and mortgagees of the units having the right to use such limited common element join in the instrument granting the interest.

12.4 Right of Entry. The board of directors of the Association, managing agent, manager or any other person authorized by the board of directors shall have the right to enter any unit in the case of an emergency originating in or threatening such unit or other condominium property, whether or not the owner is present at the time. Such persons shall also have the right to enter any unit for the purpose of performing installations, alterations or repairs to any common element and for the purpose of inspection to verify that the unit owner is complying with the restrictions and requirements described in this Declaration and the Bylaws, provided that requests for entry are made in advance and that such entry is at a time convenient to the owner.

12.5 Easements for Declarant. Declarant and Declarant's agents, successors and assigns shall have an easement over and upon the common elements as may be reasonably necessary for the purpose of completing or making repairs for the purpose of carrying out sales and rental activities necessary or convenient for the sale or rental of units, including, without limitation, the right to use the units owned by Declarant as model units and the right to use the manager's office or a unit as a sales office, and for the purpose of discharging any other obligation of Declarant or exercising any other special Declarant right, whether arising under the Oregon Condominium Act or reserved in this Declaration or the Bylaws.

ARTICLE 13.

APPROVAL BY MORTGAGEES

13.1 Notice of Action. Upon written request to the Association identifying the name and address of the holder, insurer or guarantor and the unit number or address of the unit on which it has (or insures or guarantees) the mortgage, any such eligible mortgage holder or eligible insurer or guarantor shall be entitled to timely written notice of the following:

(a) Any condemnation or casualty loss which affects a material portion of the Condominium or affects the unit securing its mortgage.

(b) Any 60-day delinquency in the payment of assessments or charges owed by an owner of any unit on which it holds the mortgage.

(d) Any proposed action which would require consent of a specified percentage of eligible mortgage holders as required by this article.

13.2 Termination and Amendment to Documents.

(a) The approval of eligible holders holding mortgages on units which have at least 67 percent of the voting rights of units subject to eligible holder mortgages shall be required to terminate the legal status of the project as a condominium for reasons other than substantial destruction or condemnation of the property.

(b) Except when a greater percent is required by the Declaration or Bylaws, or a greater or lesser percent is required by the Oregon Condominium Act, the consent of the owners of units holding at least 67 percent of the voting rights and the approval of eligible holders holding mortgages on units which have at least 51 percent of the voting rights of the units subject to eligible holder mortgages shall be required for any amendments of a material nature to the Declaration or Bylaws. Any amendment to the Declaration or Bylaws which changes any of the following shall constitute a material change:

(1) Voting rights;

(2) Increases in assessments that raise the previously assessed amount by more than twenty-five percent (25%), assessment liens or the priority of such liens;

(3) Reduction in reserves for maintenance, repair and replacement of the common elements;

(4) Responsibility for maintenance and repairs;

(5) Reallocation of interests in the general or limited common elements, or rights to their use, except as otherwise provided in Article 15;

(6) The boundaries of any unit, except as otherwise provided in Article 15;

(7) Convertibility of units into common elements or of common elements into units, except as otherwise provided in Article 15;

(8) Expansion or contraction of the Condominium or the addition, annexation or withdrawal of property to or from the Condominium;

(9) Hazard or fidelity insurance requirements;

(10) Imposition of any restrictions on the leasing of units;

(11) Imposition of any restriction on the right of a unit owner to sell or transfer his or her unit;

(12) A decision by the Association to establish self management when professional management had been required previously by this Declaration, the Bylaws or an eligible mortgage holder;

(13) Restoration or repair of the Condominium (after damage or partial condemnation) in a manner other than specified in this Declaration or the Bylaws;

(14) Any action to terminate the legal status of the Condominium after substantial destruction or condemnation occurs; or

(15) Any provisions that expressly benefit mortgage holders, insurers or guarantors.

(c) An addition or amendment to the Declaration or Bylaws shall not be considered material for purposes of Section 13.2.(b) if it is for the purpose of correcting technical errors, or for clarification only. Any eligible mortgage holder who receives a written request to approve any termination, additions or amendments and who does not deliver or post to the requesting party a negative response within 30 days shall after it receives proper notice of the proposal, provided the notice was delivered by certified or registered mail, return receipt requested, be deemed to have approved such request.

13.3 Additional Approvals. In addition to any other approvals required by the Oregon Condominium Act, this Declaration or the Bylaws, the prior written approval of two-thirds of the holders of first mortgages on units in the Condominium (based upon one vote for each first mortgage owned) or unit owners (other than Declarant) must be obtained for the following:

(a) Abandonment or termination of the Condominium regime.

(b) Except as provided in Article 15, any change in the pro rata interest or obligations of any individual unit for (a) purpose of levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards, or (b) determining the pro rata share of ownership of each unit in the common elements.

(d) Abandonment, partition, subdivision, encumbrance, sale or transfer of the common elements. The granting of easements for public utilities or for other public purposes consistent with the intended use of the common elements by the condominium project shall not be deemed a transfer within the meaning of this clause.

(e) Use of hazard insurance proceeds for losses to any condominium 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 cases of substantial loss to the units and/or common elements of the condominium project.

13.4 Notice to First Mortgagees of Defaults. Any first mortgagee, upon request will be entitled to written notification from the Association of any default in the performance by the owner of the mortgaged unit of any obligation under this Declaration, the rules and regulations or the Bylaws which is not cured within 60 days.

ARTICLE 14.

ASSOCIATION OF UNIT OWNERS

14.1 Organization. Upon the recording of this Declaration an association

of unit owners shall be organized to serve as a means through which the unit owners may take action with regard to the administration, management and operation of the Condominium. The name of this association shall be "Association of Unit Owners of Irving Street Lofts, A Condominium," and the Association shall be an Oregon nonprofit corporation.

14.2 Membership: Board of Directors. Each unit owner shall be a member of the Association. The affairs of the Association shall be governed by a board of directors as provided in the Bylaws.

14.3 Powers and Duties. The Association shall have such powers and duties as may be granted to it by the Oregon Condominium Act, including each of the powers set forth in ORS 100.405(4), together with such additional powers and duties afforded it by this Declaration or the Bylaws.

14.4 Adoption of Bylaws, Declarant Control of Association. Upon the

execution and the recording of this Declaration, Declarant shall adopt Bylaws for

the Association, which Bylaws are attached as Exhibit D. At the same time, Declarant will appoint an interim board of directors of the Association, which directors shall serve until their successors have been elected as provided in Section 3.4 of the Bylaws. In addition, Declarant shall have the right to consent to any amendment to the Declaration or the Bylaws as provided in 5-ection 16.2 below and Section 9.2 of the Bylaws.

ARTICLE 15.

CHANCES TO UNITS

15.1 Relocation or Elimination of Boundaries; Consolidation or Division of Units. Subject to compliance with the provisions of this Article and the Oregon Condominium Act,

(a) The boundaries between adjoining Loft, Commercial and Storage Units may be relocated, or may be eliminated so as to consolidate two or more such units into one unit; and

(b) A Commercial Unit may be divided or subdivided by an

owner, including Declarant, into a total of not more than five Commercial Units.

15.2 Proposed Amendment. The owner or owners of the units to be changed as provided in Section 15.1 above shall submit to the board of directors of the Association a proposed amendment which shall (a) state the purposes of the amendment, (b) identify the units involved, (c) assign an identifying number to any new unit created, (d) reallocate the interest in the common elements and the use of any limited common elements, voting rights, common expense liability and the right to common profits on the basis of the relative square footage of the units, (e) indicate the means of access for each unit to common elements in the case of division of units or conversion of units to common elements, (f) include words of conveyance in the case of a relocation or elimination of boundaries and (g) include any additional provisions necessary to conform to any other provisions of this Declaration or the Bylaws.

15.3 Approval of Board of Directors. The board of directors shall approve the proposed amendment unless the board determines within 45 days that the amendment is inconsistent with this Declaration or the Bylaws, or the change will impair the structural integrity or mechanical systems of the Condominium or lessen the support of any portion of the Condominium.

15.4 Option of Engineer; Supervision. The board of directors may require the owner or owners of the units to be changed to submit an opinion of a registered professional engineer as to whether or not the proposed change will impair the structural integrity or mechanical systems of the Condominium or weaken support of any portion of the Condominium. The board of directors or any agent appointed by the board may supervise the work necessary to effect the change. Any expenses incurred under this section shall be charged to the owners requesting the change.

15.5 Execution and Recording of Amendment and Plat. The amendment shall be executed by the owner or owners and any mortgagees of the affected units, certified by the chairman and secretary of the Association and approved and recorded in accordance with the Oregon Condominium Act. In addition, a plat showing the change shall be recorded in accordance with such Act.

ARTICLE 16.

AMENDMENT

16.1 How Proposed. Amendments to the Declaration shall be proposed by either a majority of the board of directors or by unit owners holding thirty percent (30%) or more of the voting rights. The proposed amendment must be reduced to writing and shall be included in the notice of any meeting at which action is to be taken thereon or attached to any request for consent to the amendment.

16.2 Approval Required. Except as may otherwise be provided in this Declaration or by the Oregon Condominium Act, this Declaration may be amended if such amendment is approved by unit owners holding 75 percent of the voting rights of the Condominium and by mortgagees to the extent required by Article 13. Declarant's prior written consent shall also be required so long as Declarant owns 25 percent or more of the Loft and Commercial limits in the Condominium, but no such consent shall be required after three years from the date of conveyance of the first unit to a person other than Declarant. No amendment may change the size, location, allocation of undivided interest in the common elements, method of determining liability for common expenses, right to corm-non profits, or voting rights of any unit unless such amendment has been approved by the owners and mortgagees of the affected unit. Any amendment which would limit or diminish any special Declarant rights established in the Declaration shall require the written consent of Declarant. In addition, no provision of this Declaration may be modified, added to, amended or repealed so as to eliminate, change or impair the rights, privileges, easements, licenses or exemptions granted to the owners of the Commercial Units, or otherwise adversely affect the Commercial Unit owners, unless the owners of such units and any mortgagees of such units shall give their prior written consent.

16.3 Recordation. The amendment shall be effective upon recordation in the Deed Records of Multnomah County, Oregon, of the Declaration as amended or of the amendment thereto, certified to by the chairman and secretary of the Association as being adopted in accordance with this Declaration and the provisions of the Oregon Condominium Act, and approved by the county assessor and the Real Estate Commissioner if such approvals are required by the Oregon Condominium Act.

ARTICLE 17.

SEVERABILITY

Each provision of this Declaration and the Bylaws shall be deemed independent and severable, and the validity or partial invalidity of any provision shall not affect the validity or enforceability of the remaining part of that or any other provision of this De7claration or the Bylaws.

ARTICLE 18.

APPLICABILITY

Each unit owner, including Declarant as to any unsold unit, shall be subject to all of the rights and duties assigned to unit owners under the terms of the Declaration and Bylaws.

IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed as of the day and year set forth above.

IRVING STREET LOFIS, LLC, an Oregon limited

liability company

By GranCorp Holdings LLC, a Washington

limited liability company, Manager

Michael Heijer, Manager

STATE OF OREGON

County of Multnomah

The foregoing instrument was acknowledged before me this 20th day

of April, 1995 by Michael Heijer, Manager of GranCorp Holdings LLC, a

Washington limited liability company, on behalf of Irving Street Lofts, LLC, an Oregon limited liability company.

MORTGAGEE'S CONSENT

U.S. BANK OF WASHINGTON, National Association, is the owner and holder of a mortgage on the property being submitted to the Oregon Condominium Act hereunder and consents to the making of the foregoing Declaration.

U.S. BANK OF WASHNGT'ON, National

Association

STATE OF OREGON

County of Multnomah

On this 21st day of April, 1995 personally appeared before me Steven Haynes who, being duly sworn, did say that he is the Vice President of U. S. BANK OF WASHINGTON, National Association, and that said instrument was signed in behalf of said association by authority of its board of directors; and he acknowledged said instrument to be its voluntary act and deed.