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Section 1. Owners Association. (i) At any time, Declarant may organize an owners association (the "Owners Association "), and, at any time after the date on which the Development Period terminates, the Owners that own in the aggregate 67% or more of the aggregate gross floor space of all completed buildings in the Project (the "Gross Floor Space ") may elect to form the Owners Association. Within one year after the date on which the Owners elect to form the Owners Association, Declarant shall organize the Owners Association so that, to the extent practicable, it: (A) receives Contribution Payments and pays common expenses on a tax - exempt basis; and (B) provides its members with limited liability for its actions, debts, and obligations. Each Owner shall be a member of the Owners Association, and: (A) %2 of the voting power shall be allocated on the basis of the Acreage Proportion; and (B) % of the voting power shall be allocated on the basis of the Building Proportion. The Owners Association shall be governed by a board of directors that consists of at least three persons who are elected annually and who shall have complete responsibility for governing the Owners Association and satisfying the obligations and duties of the Owners Association (the "Board of Directors "). (ii) On the date that the Owners Association is organized (the "Succession Date "), the Owners Association shall succeed to all of the obligations, duties, rights, and powers vested in Declarant by this Declaration (except Declarant's obligations, duties, rights, and powers as an Owner); provided that neither the Owners Association nor the Board of Directors shall execute or record any additional instruments binding the Owners or Parties in Interest and defining or specifying the location of any easement(s), unless the Board of Directors first obtains the written consent of all Owners of the Parcels that are burdened by the easement. On the Succession Date: (A) Declarant shall be discharged from all further obligations and duties under this Declaration (except Declarant's obligations and duties as an Owner); (B) the Owners Association shall assume, succeed to, and be responsible for, the payment of all outstanding debts and obligations that were incurred by Declarant in connection with the obligations, duties, rights, and powers vested in Declarant by this Declaration (the "Debts "); and (C) the Owners Association shall assume, succeed to, and be responsible for the performance of all contracts entered into by and between Declarant and any other party in connection with the obligations, duties, rights, and powers vested in Declarant by this Declaration (the "Contracts "). (iii) Until the Succession Date, the Owners Association shall not have or be deemed to have: (A) any obligations, duties, rights, or powers under this Declaration; or (B) any actual or implied authority to act for or on behalf of Declarant or any Owner. In no event shall Declarant be responsible or liable for any action taken by the Owners Association before the Succession Date. On the Succession Date and thereafter, the Owners Association shall indemnify and hold harmless Declarant and its agents and employees from and against all actions, claims, liabilities, and expenses arising from the Debts and the Contracts, and, by accepting membership in the Owners Association, the Owners shall be deemed to waive all claims and actions of the Owners or the Owners Association against Declarant arising from the Debts or the Contracts. (iv) References in this Declaration to "Successor" shall include the Owners Association or any other party: (A) that assumes all of the obligations and duties of Declarant -20-