The Association will meet annually at which meeting members will elect directors to the Board of Directors to fill the vacancies resulting from expiration of prior terms of office on such Board. At each meeting, the officers of the Association will present a financial report and other business will be conducted according to the agenda for such annual meetings. Special meetings of the Association may be called at any time by the President, the Board of Directors, or upon written request by the members entitled to vote one-fourth of the votes of the non-developer class membership

The Board of Directors elects the officers of the Association who direct the day-to-day business of the Association. The Association is responsible for the maintenance, upkeep and landscaping of the certain landscaped rights-of-way and medians within or adjacent to public or private streets within or abutting Piney Creek, the maintenance property, bookkeeping and accounting functions, maintenance of public and private streets, maintenance of all greenery and other improvements located on the maintenance property, landscaping, collection of the assessment fees from the members, preparation of an annual budget, providing for an annual compilation report or financial statement of the Association, insuring the maintenance property and related duties.

The maximum annual assessment fee is determined each year by the Board of Directors of the Association. The owners of each lot and condominium unit and the owners of each l800 square feet of net rentable area in an apartment building or commercial area will be assessed the same actual assessment fees except that the actual assessment fees on the lots, condominium units, apartment units and commercial areas which are owned by the developer and/or participating builder and which are neither leased, nor rented nor otherwise residentially or commercially occupied will be fixed at twenty-five percent (25%) of the actual assessment rate for the other lots, condominium units, apartment units or commercial areas. However, if the Association's income is inadequate to meet its expenses during a particular annual assessment period, and if the steps required by the Declaration are taken by the Association, then the developer and participating builders will be made responsible for the payment of a subsidy equal to that amount necessary to meet such shortfall, up to full parity on the developer's and participating builders' assessments. The amount of the annual increase in the maximum annual assessment fee for the Association over the preceding assessment year will be equal to yearly increases, if any, in the Consumer Price Index. Only by vote of two-thirds of each class of members who are voting in person or by proxy at a meeting duly called for that purpose may the maximum annual assessment for the Association be increased above that established by the Consumer Price Index formula. At any time, upon notice to the owners, the Board of Directors of the Association may fix the actual assessment at any amount not in excess of the maximum. Presently the maximum annual assessment made by the Association is Six Hundred Dollars ($600.00) per lot, condominium unit or 1800 square feet of net rentable area in an apartment building or commercial area. The annual assessment of the Association will be collected on a monthly basis or with such lesser frequency as is deemed appropriate by the board of directors of the Association.

In addition to the annual assessments, the Association may levy, in any assessment year, a special assessment, for that year only, for construction, repair, or replacement of capital improvements on the maintenance property or for funding any operating deficit of the Association. Any such special assessment requires the assent of two-thirds of each class of members voting in person or by proxy at a meeting duly called for considering such special assessment. Any special assessment levied by the Association will be assessed equally against each lot, condominium unit, or 1800 square feet of net rentable area in an apartment building or commercial area, except that special assessments against lots and condominium units owned by the developer and/or any participating builder will be twenty-five percent (25%) of the rate of special assessments levied against other lots and condominium units.

In addition to the annual and special assessments, a contribution to the working fund in an amount equal to 2 times the monthly installment of the maximum annual assessment assessed by the Association will be paid at closing by the purchasers of each lot or condominium unit who purchase their lot or condominium unit from the developer, or participating builder. A similar deposit for each 1800 square feet of net rentable area will be made by the owner of each commercial area or apartment building within Piney Creek when the maintenance property is conveyed to the Association or when such commercial area or apartment building is subjected to the Declaration, whichever occurs last. Such working fund is to be maintained by the Association in a segregated account for its use and benefit.

Since it is important that each owner pay his assessments when due, procedures for the enforcement and collection of assessments have been established. The assessment is the personal obligation of the owner concerned, and also a lien will be created against an owner's lot, condominium unit, apartment building or commercial area, for the amount of any delinquent assessment. After an assessment is delinquent over ten (10) days, it bears interest from the due date at the rate of eighteen percent (18%) per annum, and the Association may assess a monthly late charge thereon. Such lien is for the benefit of the Association and can be foreclosed. In addition, the Association can file an action in court to collect the amount of the assessment plus interest, late charges, costs and attorneys' fees, without foreclosing its lien.

Additional residential, commercial areas and maintenance property may be annexed to Piney Creek with the consent of two-thirds of each class of members. In addition, subject to approval by the Federal Housing Administration of the U.S. Department of Housing and Urban Development or the Veterans Administration while the developer may appoint the board of directors of the Association, the developer may annex additional residential, commercial areas and maintenance property to Piney Creek within the lands, described as Piney Creek, Arapahoe County, Colorado, until ten (10) years from the recording date of the Declaration, without the consent of the individual homeowners or the Association. Any such annexation, as well as any merger or consolidation, will increase the number of members of the Association.

I/we acknowledge receipt of a copy of this Information Brochure for Piney Creek Maintenance Association, Inc. this_________day of________________, 19______.

_________________________________

Purchaser

_________________________________

Purchaser

DECLARATION

OF

COVENANTS, CONDITIONS AND RESTRICTIONS

OF

PINEY CREEK MAINTENANCE ASSOCIATION, INC.

TABLE OF CONTENTS

Section 3. Delegation of Use. Any Owner may delegate, in accordance with the Bylaws, his right of enjoyment to the Maintenance Property and facilities to the members of his family, his tenants, or contract purchasers who reside on his Lot, or in his Condominium Unit; provided, however, that the Owner of any Apartment Building or Commercial Area located upon the Properties shall delegate his right of use and enjoyment in and to the Maintenance Property to the tenants of each Apartment Unit or other leased areas within such Apartment Building or Commercial Area, to their family members and employees, except as otherwise provided in any lease between the Owner and the tenant,

Section 4. Payment of Taxes or Insurance by Mortgagees. First Mortgagees shall have the right, jointly or singly, to pay taxes or other charges or assessments which are in default and which may or have become a lien against the Maintenance Property and may pay overdue premiums on hazard insurance policies or secure new hazard insurance coverage on the lapse of a policy for the Maintenance Property, and any First Mortgagee making any such payment shall be owned immediate reimbursement therefor from the Association.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership. Every Owner of a Lot, Condominium Unit, Apartment Building or Commercial Area which is subject to assessment hereunder, shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot, Condominium Unit, Apartment Building or Commercial Area.

Section 2. Classes of Membership. The Association shall have four classes of voting membership:

Class A. Class A Members shall be all Owners of Lots, including Declarant. Each Class A Member shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any such Lot.

Class B. Class B Members shall be all Owners of Condominium Units, including Declarant, and shall be entitled to one vote for each Condominium Unit owned. When more than one person holds an interest in any Condominium Unit, all such persons shall be Members, and the vote of such Condominium Unit shall be exercised as they determine, but in no event shall more than one vole be cast with respect to any such Condominium Unit.

Class C. Class C Members shall be all Owners of Apartment Buildings and shall be entitled to one vote for each 1800 net rentable square feet of living space within such Apartment Building. When more than one person holds an interest in any Apartment Building, all such persons shall be Members, and all votes for such Apartment Building shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any 1800 square feet of living space within an Apartment Building. In the event any Apartment Building is converted to condominium ownership during the term of this Declaration, all Class C memberships within such converted Apartment Building(s) shall automatically be converted to Class B memberships with each Condominium Unit receiving one Class B membership on the effective date of such conversion. In the event all Apartment Buildings within the Properties are converted to condominium ownership, the Class C membership shall terminate.

Class D. Class D Members shall be all Owners of Commercial Areas and shall be entitled to one vote for each 1800 square feet of net rentable area within such Commercial Area. When more than one person holds an interest in any Commercial Area, all such persons shall be Members, and the vote of such Commercial Area shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any 1800 square feet of net rentable space within such Commercial Area.

Section 3. Reservation. Notwithstanding the foregoing voting rights, Declarant hereby reserves the right to appoint the Board of Directors of the Association for the period hereinafter described. The Board of Directors shall have such powers and ditties and shall serve for such terms of office as are set forth in the Articles of Incorporation and Bylaws of the Association. This reserved right shall terminate upon the first to occur of the following events:

(a) 120 days following the date when seventy-five percent (75%) of all Lots and seventy-five percent (75%) of all Condominium Units in the Properties have been conveyed by Declarant or a Participating Builder to the first owner thereof (other than Declarant or a Participating Builder); provided, however, that if, during such l20-day period, additional real property is annexed to the Properties pursuant to Article IX, Section 4 hereof, so that Declarant and all Participating Builders again own at least twenty-five percent (25%) of the Lots or twenty-five percent (25%) of the Condominium Units in the Properties, such reserved right shall be deemed not to have terminated;

(b) ten (10) years from the date upon which this Declaration is recorded in the office of the Clerk and Recorder of Arapahoe County, Colorado; or

(c) on a date certain set forth in written notice from the Declarant to the Secretary of the Association of its intent to terminate this reserved right as of such date; provided, however, that in the event there is more than one Declarant, such notice must be signed by all such Declarants.

ARTICLE IV

COVENANT FOR ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. Each Owner of a Lot, Condominium Unit, Apartment Building or Commercial Area, including Declarant and any Participating Builders, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (1) annual assessments or charges and (2) special assessments, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, late charges, costs, and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the Lot, Condominium Unit, Apartment Building or Commercial Area, against which each such assessment is made. The lien may be enforced by foreclosure of the defaulting Owner's Lot, Condominium Unit, Apartment Building or Commercial Area by the Association in like manner as a mortgage on real property. In any such foreclosure the Owner shall be required to pay the costs and expenses of such proceedings, including reasonable attorney's fees. The Board of Directors or managing agent of the Association may prepare a written notice setting forth the amount of such unpaid indebtedness, the name of the Owner of the Lot, Condominium Unit, Apartment Building or Commercial Area, and a description of the Lot, Condominium Unit, Apartment Building or Commercial Area. Such a notice shall be signed by one of the Board of Directors or by the managing agent of the Association and may be recorded in the office of the Clerk and Recorder of the County of Arapahoe, Colorado. The lien for each unpaid assessment shall attach to each Lot, Condominium Unit, Apartment Building or Commercial Area, at the beginning of each assessment period and shall continue to be a lien against such Lot, Condominium Unit, Apartment Building or Commercial Area, until paid. The costs and expenses for filing any notice of lien shall be added to the assessment for the Lot, Condominium Unit, Apartment Building or Commercial Area, against which it is filed and collected as part and parcel thereof. Each assessment, together with interest, late charges, costs, and reasonable attorney's fees, shall also be the personal obligation of each person who was the Owner of such Lot, Condominium Unit, Apartment Building or Commercial Area, at the time when the assessment became due. The personal obligation for delinquent assessments shall not pass to such Owner's successors in title unless expressly assumed by them. The Association's lien on each Lot, Condominium Unit, Apartment Building or Commercial Area, for assessments shall be superior to any homestead exemption now or hereafter provided by the laws of the State of Colorado or any exemption now or hereafter provided by the laws of the United States. The acceptance of a deed subject to this Declaration shall constitute a waiver of the homestead and any other exemption as against said assessment lien.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health and safety of the residents of the Properties, for the repair, replacement, and maintenance of certain landscaped rights-of-way and medians within or adjacent to public or private streets within or abutting the Properties which are the responsibility of the Association to maintain, and for the improvement, repair, replacement and maintenance of the Maintenance Property and the appurtenances and improvements thereto and thereon, including without limitation, maintenance of landscaping located on the Maintenance Property, maintenance of greenbelt areas within the Maintenance Property, maintenance of bike paths and trails within the Maintenance Property, maintenance of any well site and/or the irrigation system within the Maintenance Property, pruning trees and hedges located upon the Maintenance Property, maintaining all fences, lighting facilities and masonry entryway signs located within the Maintenance Property, maintaining certain publicly dedicated easements located within the Maintenance Property, and maintaining, repairing and replacing all improvements and facilities located thereon.

Section 3. Maximum Annual Assessment. Until commencement of the second annual assessment period, the maximum annual assessment shall be Six Hundred Dollars ($600.00) per "Assessment Unit", subject to the assessment rate on certain Lots, Condominium Units, Apartment Units or Commercial Areas, owned by Declarant or a Participating Builder, as provided in Section 6 of this Article IV. For purposes of this Declaration, an "Assessment Unit" Shall mean a Lot, a Condominium Unit, or any 1800 square feet of net rentable space in an Apartment Building or a Commercial Area.

(a) Effective with commencement of the second and each subsequent annual assessment period, the maximum annual assessment shall be increased effective each annual assessment year in conformance with the rise, if any, of the Consumer Price Index published by the U.S. Department of Labor, Washington D.C., for All Items and Major Group Figures for All Urban Consumers (1967=100), for the one-year period ending with the preceding month of DECEMBER. This annual increase in the maximum annual assessment shall occur automatically upon the commencement of each annual assessment year without the necessity of any action being taken with respect thereto by the Association. In the event the aforesaid Consumer Price Index is not published, for whatever reason, then the increase in the maximum annual assessment, as provided herein, shall be calculated by using a substantially comparable index designated by the Board of Directors of the Association.

(b) Effective with commencement of the second and each subsequent annual assessment period, the maximum annual assessment may be increased above that established by the Consumer Price Index formula, for the next succeeding annual assessment year and at the end of each such annual assessment period, for each succeeding annual assessment year, provided that any such increase shall have the assent of two-thirds (2/3) of each class of Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than 30 days nor more than 60 days in advance of such meeting setting forth the purpose therefor.

(c) Subject to the provisions of Section 6 of this Article IV relating to Declarant's and Participating Builders' obligations to subsidize the Association for certain shortfalls in assessments, the Board of Directors of the Association may, at any time and from time to time, after consideration of the projected maintenance costs and other financial needs of the Association, and upon written notification to each Owner of the amount of the actual assessment to be levied, fix the actual assessment per each Assessment Unit at an amount less than the maximum. In the event the Board of Directors of the association determines, at any time and from time to time, during any annual assessment period in which the Association shall have levied an assessment in an amount less than the maximum, that the rate of assessment then in effect is less than may be necessary to adequately fund all maintenance costs and other financial needs of the Association, then the Board of Directors of the Association may increase the actual assessment per each Assessment Unit upon written notification thereof to each Owner, provided that the amount of the actual assessment per each Assessment Unit shall not be increased to an amount in excess of the maximum annual assessment for that annual assessment period.

(d) The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.

(e) The Association shall maintain an adequate reserve fund out of the annual assessments for the maintenance, repair and replacement of those elements or portions of the Maintenance Property that must be maintained, repaired or replaced on a periodic basis.

Section 4. Special Assessments for Capital Improvements. In addition to the annual assessments authorized in this Article IV, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of any capital improvement upon the Maintenance Property, including fixtures and personal property related thereto, or for the funding of any operating deficit incurred by the Association. Any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of Members who are voting in person or by proxy at a meeting duly called for this purpose and shall be levied equally against each Assessment Unit.

Section 5. Notice and Quorum for Any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 or 4 of this Article shall be sent to all Members not less than 30 days nor more than 60 days in advance of the meeting. The first such meeting called shall require the presence of Members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, other meetings may be called subject to the same notice requirement, and the required quorum at each such subsequent meeting shall be one-half (½) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting.

Section 6. Uniform Rate of Assessment. Annual and special assessments must be fixed at a uniform rate for all Assessment Units sufficient to meet the expected needs of the Association; provided, however, that notwithstanding anything to the contrary contained in this Declaration, the rate of annual and special assessments set for the Lots, Condominium Units, Apartment Units and Commercial Areas owned by Declarant and/or Participating Builders which are neither leased, nor rented, nor otherwise residentially or commercially occupied shall be fixed at one-quarter (¼) of the assessment rate for the other Lots, Condominium Units, Apartment Units and Commercial Areas. In the event that, prior to the termination of the Declarant's reserved right to appoint the Board of Directors of the Association, assessments for annual common expenses, exclusive of those amounts held by the Association for an adequate reserve fund and for working capital, fail to equal or exceed the actual expenses incurred by the Association during any particular annual assessment period because of such partial Declarant and/or Participating Builder assessment, then Declarant and all Participating Builders shall collectively pay a sufficient amount, up to the amount of full parity on such assessment, to the Association to meet any such shortfall so long as (a) written notice must be given by the Association within sixty (60) days following the termination of the then current fiscal year of the Association at the time of the termination of Declarant's reserved right to appoint the Board of Directors of the Association, but in no event more than one (1) year following the termination of such reserved right to appoint the Board of Directors of the Association, and (b) Declarant and all Participating Builders shall have no obligation for any such shortfall caused by expenditures for capital improvements, or by any decrease in assessments, including without limitation, the levying of any assessment in an amount less than the maximum for any common expense assessment period, which amount is established subsequent to the termination of the Declarant's reserved right to appoint the Board of Directors of the Association, unless the same has previously been approved in writing by Declarant; provided, however, that at the time any Lot, Condominium Unit, Apartment Unit or Commercial Area owned by Declarant and/or a Participating Builder and is leased, rented or otherwise residentially or commercially occupied, that Lot, Condominium Unit, Apartment Unit or Commercial Area shall be assessed at the uniform rate of assessment for privately owned Lots, Condominium Units, Apartment Units or Commercial Areas. In the event there are any Participating Builders or there is more than one Declarant, then, subject to the conditions hereinabove stated, each such Declarant and/or Participating Builder shall pay a pro rata share of the amount necessary to meet each such shortfall in Association assessments, up to the amount of full parity on such assessments, such pro rata share to be based on the amount of assessments due at such lesser rate for Lots, Condominium Units, Apartment Units or Commercial Areas owned by each Declarant and Participating Builder, compared with the amount of assessments due at such lesser rate from the Declarant and all Participating Builders during the applicable annual assessment period.

Section 7. Date of Commencement of Annual Assessments. The initial annual assessment shall commence on the first day of the month following the leasing, renting or other residential occupancy of the first Residence within the Properties and the second and each subsequent annual assessment period shall correspond with the fiscal year of the Association. The annual assessments may be made due and payable in twelve monthly installments per annum on such dates as determined by the Board of Directors of the Association, provided that the first annual assessment shall be adjusted according to the number of months in the first annual assessment year. Any Owner purchasing a Lot, Condominium Unit, Apartment Building or Commercial Area between installment due dates shall pay a pro rata share of the last installment due.

Section 8. Effect of Nonpayment of Assessments; Remedies of the Association. Any assessment or portion thereof which is not paid when due shall be delinquent. Any assessment or portion thereof which is not paid within ten (10) days after the due date shall bear interest from the due date at the rate of eighteen percent (18%) per annum and the Association may assess a monthly late charge thereon in such reasonable amounts as determined from time to time by the Association. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against such Owner's Lot, Condominium Unit, Apartment Building or Commercial Area, and in the event a judgment is obtained, such judgment shall include interest and late charges on the assessment, as above provided, and a reasonable attorney's fee to be fixed by the court, together with the costs of the action. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Maintenance Property or abandonment of his Lot, Condominium Unit, Apartment Building or Commercial Area.

Section 9. Working Capital. The Association or Declarant shall require the first Owner of each Lot and Condominium Unit (other than Declarant or a Participating Builder), who purchases that Lot or Condominium Unit from Declarant or a Participating Builder, to make a non-refundable contribution to capital to the Association in an amount equal to two (2) times the monthly installment of the annual common expense assessment effective at the time of conveyance of the Lot or Condominium Unit; provided, however, that the Owner of any Apartment Building or Commercial Area within the Properties shall make such contribution for each Assessment Unit within such Apartment Building or Commercial Area at the time of the conveyance of the Maintenance Property to the Association, or at the time when the Apartment Building or Commercial Area is annexed to the Properties, whichever occur last. All such contributions shall be held in a segregated account by the Association for its use and benefit as it deems desirable, including but not limited to the use to insure that the Board of Directors of the Association will have cash available to meet unforseen expenditures, or to acquire additional equipment or services deemed necessary or desirable by the Board. Such deposit shall not relieve an Owner from making the regular payment of assessments as the same become due. Upon the transfer of his Lot, Condominium Unit, Apartment Building or Commercial Area, an Owner shall be entitled to a credit from his transferee in an amount equal to the unused portion of the first private Owner's payment into the working capital fund which remains in the fund.

Section 10. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein, including without limitation any fees, costs, late charges or interest which may be levied by the Association in connection with unpaid assessments, shall be subordinate to the lien of any First Mortgage. Sale or transfer of any Lot, Condominium Unit, Apartment Building or Commercial Area shall not affect the liens for said assessment charges except that sale or transfer of any Lot. Condominium Unit, Apartment Building or Commercial Area, pursuant to foreclosure of any such First Mortgage or any such executory land sales contract, or any proceeding in lieu thereof, including deed in lieu of foreclosure, shall extinguish the lien of assessments charges which became due prior to any such sale or transfer, or foreclosure, or any proceeding in lieu thereof, including deed in lieu of foreclosure; provided however, that any such delinquent assessment charges, including interest, late charges, costs and reasonable attorney's fees, which are extinguished as provided herein may be reallocated and assessed to all Assessment Units as a common expense. No such sale, transfer, foreclosure, or any proceeding in lieu thereof, including deed in lieu of foreclosure shall relieve any Lot, Condominium Unit, Apartment Building or Commercial Area from liability for any assessment charges thereafter becoming due, nor from the lien thereof; provided, however, that in the event of foreclosure of a First Mortgage or the taking of a deed in lieu thereof, such First Mortgagee shall not be liable for unpaid assessments or other charges which accrue prior to the acquisition of title to the Lot, Condominium Unit, Apartment Building or Commercial Area in question by such First Mortgagee.

ARTICLE V

INSURANCE

Section 1. Insurance on Maintenance Property. The Association shall maintain insurance covering all insurable improvements located or constructed upon the Maintenance Property. The Association shall maintain the following types of insurance, to the extent that such insurance is reasonably available, considering the availability, cost and risk coverage provided by such insurance:

(a) A policy of property insurance covering all insurable improvements located on the Maintenance Property, with a "Replacement Cost Endorsement" providing that any claim shall be settled on a full replacement cost basis without deduction for depreciation, and including an "Inflation Guard Endorsement" and an "Agreed Amount Endorsement." The Association may also purchase a "Demolition Endorsement,' an "Increased Cost of Construction Endorsement," a "Contingent Liability from Operation of Building Laws Endorsement" or the equivalent, and/or coverage on personal property owned by the Association. Such insurance as maintained by the Association pursuant to this subsection shall afford protection against at least the following:

(1) loss or damage by fire and other perils normally covered by the standard extended coverage endorsement; and

(2) such other risks as shall customarily be covered with respect to projects similar in construction, location and use, including all perils normally covered by the standard all risk endorsement, where such is available.

(b) A comprehensive policy of public liability insurance covering all of the Maintenance Property, insuring the Association in an amount not less than $1,000,000 covering bodily injury, including death of persons, personal injury and property damage liability arising out of a single occurrence. Such coverage shall include, without limitation, legal liability of the insureds for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or use of the Maintenance Property, legal liability arising out of law suits related to employment contracts of the Association, and protection against liability for non-owned and hired automobile; such coverage may also include, if applicable, garagekeeper's liability, liability for property of others, host liquor liability, water damage liability, contractual liability, workmen's compensation insurance for employees of the Association, and such other risks as shall customarily be covered with respect to projects similar in construction, location, and use.

(c) A policy providing adequate fidelity coverage or fidelity bonds to protect against dishonest acts on the part of officers, directors, trustees and employees of the Association and all others who handle or are responsible for handling funds of the Association. Such fidelity coverage or bonds shall meet the following requirements:

(1) all such fidelity coverage or bonds shall name the Association as an obligee;

(2) such fidelity coverage or bonds shall contain waivers of any defense based upon the exclusion of person who serve without compensation from any definition of "employee" or similar expression.

(d) If the Maintenance Property or any portion thereof, is located within an area identified by the Federal Emergency Management Agency as having special flood hazards, and flood insurance coverage on the Maintenance Property has been made available under the National Flood Insurance Program, then such a policy of flood insurance on the Maintenance Property in an amount at least equal to the lesser of:

(1) the maximum coverage available under the National Flood Insurance Program for all buildings and other insurable property located within a designated flood hazard area; or

(2) one hundred percent (100%) of current replacement cost of all buildings and other insurable property located within a designated flood hazard area.

(e) A policy providing errors and omissions of officers and directors of the Association, in such amounts and containing such provisions as may from time to time be deemed necessary or desirable by the Board of Directors of the Association.

All such policies of insurance shall contain waivers of subrogation and waivers of any defense based on invalidity arising from any acts of a member of the Association and shall provide that the policies may not be canceled or substantially modified without at least thirty (30) days' prior written notice to the insured, as well as to the First Mortgagees of each Lot. Duplicate originals of all policies and renewals thereof, together with proof of payment of premiums, shall be delivered to any first mortgagee of a Lot, Condominium Unit, Apartment Building or Commercial Area upon written request. The insurance shall be carried in blanket forms naming the Association, as the insured, as trustee and attorney in fact for all Owners, and each Owner shall be an insured person under such policies with respect to liability arising out of any such Owner's membership in the Association.

Section 2. Damage to Maintenance Property. In the event of damage to or destruction of all or a portion of the Maintenance Property due to fire or other adversity or disaster, the insurance proceeds, if sufficient to reconstruct or repair the damage, shall be applied by the Association to such reconstruction and repair. If the insurance proceeds with respect to such Maintenance Property damage or destruction are insufficient to repair and reconstruct the damage or destruction, the Association shall cause such Maintenance Property to be promptly repaired and reconstructed, using the insurance proceeds and the proceeds of a special assessment which, notwithstanding the provisions of Article IV, Section 4 to the contrary, may be levied without a vote of the Members. The amount of such assessment shall be equal to the amount by which the cost of repair or reconstruction exceeds the sum of the insurance proceeds available and shall be assessed equally for each Assessment Unit. The assessment provided for herein shall be a debt of each Owner and a lien on such Owner's Lot, Condominium Unit Apartment Building or Commercial Area and the improvements thereon, and shall be enforced and collected as provided in Article IV hereof.

Section 3. Association Insurance as Primary Coverage. If at the time of any loss under any policy which is in the name of the Association, there is other insurance in the name of any Owner and such Owners policy covers the same property or loss, or any portion thereof, which is covered by such Association policy, such Association policy shall be primary insurance not contributing with any of such other insurance.

Section 4. Annual Review of Insurance Policies. All insurance policies carried by the Association shall be reviewed at lease annually by the Board of Directors of the Association to ascertain that the coverage provided by such policies adequately covers those risks insured by the Association.

ARTICLE VI

RESTRICTIONS

Section 1. General Plan. It is the intention of the Declarant to establish and impose a general plan for the improvement, development, and use of the Maintenance Property, in order to enhance the value, desirability, and attractiveness of the Properties.

Section 2. Restrictions Imposed. The Declarant hereby declares that the Maintenance Property shall be held and shall henceforth be sold, conveyed, used, improved, owned, and hypothecated upon, subject to the following provisions, conditions, limitations, restrictions, agreements, and covenants.

Section 3. Use of Maintenance Property.

(a) No use shall be made of the Maintenance Property which will in any manner violate the statutes, rules or regulations of any governmental authority having jurisdiction over the Maintenance Property.

(b) No Owner shall place any structure whatsoever upon the Maintenance Property, except as provided herein, nor shall any Owner engage in any activity which will temporarily or permanently deny free access to any part of the Maintenance Property to all Members.

(c) The use of the Maintenance Property shall be subject to such rules and regulations as may be adopted from time to time by the Board of Directors of the Association.

(d) No use shall ever be made of the Maintenance Property which will deny ingress and egress to those Owners having access to a public street or to their Lots, Condominium Units, Apartment Buildings or Commercial Areas only over Maintenance Property, and said rights of ingress and egress to all Lots are hereby expressly granted.

Section 4. Declarant's Use. Notwithstanding anything to the contrary contained in this Declaration, it shall be expressly permissible and proper for Declarant and any Participating Builder, their employees, agents, and contractors, to perform such reasonable activities, and to maintain upon portions of the Maintenance Property, such facilities as Declarant or such Participating Builder deems reasonably necessary or incidental to the construction and sale of Lots, Condominium Units, Apartment Buildings or Commercial Areas and development of the Properties, specifically including without limiting the generality of the foregoing, maintaining business offices, storage areas, construction yards and equipment, signs, model units, sales offices, parking areas and lighting facilities. Notwithstanding the foregoing, Declarant shall not perform any activity or maintain any facility on any portion of the Maintenance Property in such a way as to unreasonably interfere with or disturb any Owner, or to unreasonably interfere with use, enjoyment or access of such Owner, his family members, guests or invitees of and to his Lot, Condominium Unit, Apartment Building or Commercial Area, parking areas, any facilities existing upon the Maintenance Property, and to a public right of way.

Section 5. Household Pets. No animals, livestock, poultry or bees, of any kind, shall be raised, bred, kept or boarded in or on the Maintenance Property; provided, however, that the Owners of Lots, Condominium Units or Apartment Buildings may take such animals upon the Maintenance Property if such animals are controlled on a leash or similar device, subject to the obligation of each such Owner to immediately remove and dispose of all of such animal's solid bodily wastes and to the rules and regulations of the Association.

Section 6. Temporary Structures. Except as hereinafter provided, no structure of a temporary character, including but not limited to a house trailer, tent, shack, garage, or outbuilding shall be placed or erected upon the Maintenance Property at any time prior to its being fully completed in accordance with approved plans, nor shall any improvements located on the Maintenance Property, when completed, be in any manner used until made to comply with all requirements, conditions, and restrictions herein set forth; provided, however, that during the actual construction or alteration of improvements, necessary temporary structures for storage of materials may be erected and maintained by the person doing such work. The work of constructing, altering, or remodeling any improvement on the Maintenance Property shall be prosecuted diligently from the commencement thereof until the completion thereof.

Section 7. Signs and Advertising. No signs, advertising, billboards, unsightly objects or nuisances of any kind shall be placed, erected or permitted to remain in or on the Maintenance Property, without the prior written approval of the Association. Notwithstanding the foregoing, reasonable signs, advertisings, or billboards used by the Declarant or any Participating Builder in connection with its sale or rental of Lots, Condominium Units, Apartment Buildings or Commercial Areas or otherwise in connection with its development of the Properties, shall be permissible, provided that such use by the Declarant shall not interfere with the Owners' use and enjoyment of the Maintenance Property, with their Lot, Condominium Unit, Apartment Building or Commercial Area, or with their ingress and egress from a public way to the Maintenance Property, or their Lot, Condominium Unit, Apartment Building or Commercial Area.

Section 8. Miscellaneous Structures. No tanks of any kind, either elevated or buried, shall be erected, placed or permitted upon the Maintenance Property.

Section 9. Vehicular Parking, Storage and Repairs.

(a) No portion of the Maintenance Property, including but not limited to streets, drives, or parking areas, unless specifically designated by the Association therefor, shall be used as a parking, storage, display, or accommodation area for any type of house trailer, camping trailer, boat trailer, hauling trailer, running gear, boat, or accessories thereto, truck larger than 3/4 ton, or self-contained motorized recreational vehicle, except as a temporary expedience for loading, delivery, or emergency. This restriction, however, shall not restrict trucks or other commercial vehicles upon the Maintenance Property which are necessary for the construction of Residences or the maintenance of the Maintenance Property, Lots, Condominium Units, Apartment Buildings or Commercial Areas or any improvements located on the Properties.

(b) No abandoned or inoperable automobiles or vehicles of any kind shall be stored or parked on the Maintenance Property. An "abandoned or inoperable vehicle" shall be defined as any automobile, truck, motorcycle, boat, trailer, camper, housetrailer, self-contained motorized recreational vehicle, or other similar vehicle, which has not been driven under its own propulsion for a period of two (2) weeks or longer, or which does not have an operable propulsion system installed therein; provided, however, that otherwise permitted vehicles parked by Owners while on vacation or during a period of illness shall not constitute abandoned or inoperable vehicles. In the event the Association shall determine that a vehicle is an abandoned or inoperable vehicle, then a written notice describing said vehicle shall be personally delivered to the owner thereof (if such owner can be reasonably ascertained) or shall be conspicuously placed upon the vehicle (if the owner thereof cannot be reasonably ascertained), and if the abandoned or inoperable vehicle is not removed within 72 hours thereafter, the Association shall have the right to remove the vehicle at the sole expense of the owner thereof.

(c) No activity such as, but not limited to, maintenance, repair, rebuilding, dismantling, repainting, or servicing of any kind of vehicles, trailers or boats, may be performed on the Maintenance Property.

Section 10. Nuisances. No nuisance shall be permitted on the Maintenance Property, nor any use or practice which is the source of annoyance to residents or which interferes with the peaceful enjoyment or possession and proper use of the Maintenance Property, or any portion thereof. As used herein, the term "nuisance" shall not include any activities of Declarant or any Participating Builder which are reasonably necessary to the development of and construction on the Properties. Such activities of the Declarant or a Participating Builder shall not unreasonably interfere with any Owner's use and enjoyment of his Lot, Condominium Unit, Apartment Building or Commercial Area or with any Owner's ingress and egress to or from his Lot, Condominium Unit, Apartment Building or Commercial Area, and a public way. The Maintenance Property and all portions thereof shall be kept in a clean and sanitary condition, and no rubbish, refuse, litter, junk or garbage shall be allowed to accumulate, nor any fire hazard to exist. Further, no immoral, improper, offensive or unlawful use shall be permitted or made of the Maintenance Property or any portion thereof. All valid laws, ordinances and regulations of all governmental bodies having jurisdiction over the Maintenance Property or any portion thereof, shall be observed.

Section 11. Underground Utility Lines. All electric, television, radio, and telephone line installations and connections on the Maintenance Property shall be placed underground, except that during the construction of a Residence the contractor or builder may install a temporary overhead utility line which shall be promptly removed upon completion of construction.

Section 12. No Hazardous Activities. No activities shall be conducted on the Maintenance Property or within improvements constructed on the Maintenance Property which are or might be unsafe or hazardous to any person or property. Without limiting the generality of the foregoing, no firearms shall be discharged upon any of the Maintenance Property and no open fires shall be lighted or permitted on the Maintenance property except in a contained barbecue unit while attended and in use for cooking purposes or within a safe and well-designed interior fireplace, or except such campfires or picnic fires on property designated for such use by the Association.

Section 13. No Annoying Light, Sounds, or Odors. No light shall be emitted from the Maintenance Property which is unreasonably bright or causes unreasonable glare; no sound shall be emitted from the Maintenance Property which is unreasonably loud or annoying; and no odor shall be emitted from the Maintenance Property which is noxious or offensive to others. Notwithstanding the foregoing, all owners agree that tennis court lights and parking lot lights shall be permitted on the Maintenance Property.

Section 14. Garbage and Refuse Disposal. No garbage, refuse, rubbish, or cuttings shall be deposited on any street, the Maintenance Property, unless placed in a suitable container suitably located, solely for the purpose of garbage pickup, as provided by the Association. All equipment for the storage or disposal of such materials shall be kept in clean and sanitary condition. No garbage or trash cans or receptacles shall be maintained in an exposed or unsightly manner.

Section 15. Rules and Regulations. Rules and regulations concerning and governing use of the Maintenance Property, may be adopted, amended and repealed, from time to time by the Board of Directors of the Association, and the Board of Directors may establish and enforce penalties for the infraction thereof, including without limitation the levying and collecting of fines for the violation of any of such rules and regulations or for the violation of any provision of this Declaration, the Articles of Incorporation or Bylaws of this Association; provided, however, that copies of such rules and regulations shall be furnished to Owners and shall be uniform and non-discriminatory except to the extent that such rules and regulations concern discretionary rights given to the Association or its Board of Directors in this Declaration, the Articles of Incorporation or Bylaws of the Association.

ARTICLE VII

EASEMENTS

Section 1. Easement for Encroachments. If any portion of a Residence or improvements located within a Commercial Area encroaches upon the Maintenance Property, including any future encroachments arising or resulting from the repair or reconstruction of a Residence or improvements within a Commercial Area subsequent to their damage, destruction or condemnation, a valid easement on the surface and for subsurface support below such surface and for the maintenance of same, so long as it stands, shall and does exist for such encroachment.

Section 2. Maintenance Easement. An easement is hereby granted to the Association, its officers, agents, employees and assigns upon, across, over, in and under the Maintenance Property and a right to make such use of the Maintenance Property, as may be necessary or appropriate to perform the duties and functions which it is obligated or permitted to perform pursuant to this Declaration.

Section 3. Utilities. There is hereby created a blanket easement upon, across, over and under the Maintenance Property, for utilities and the installation, replacement, repair and maintenance of utilities, including but not limited to water, sewer, gas, telephone, electricity and master, cable and satellite television systems, if any. By virtue of this blanket easement, it shall be expressly permissible to erect and maintain the necessary facilities, equipment and appurtenances on the Maintenance Property and to affix, repair, and maintain water and sewer pipes, gas, electric, telephone and television wires, circuits, cables, conduits, and meters. In the event any utility or quasi-utility company furnishing a service covered by the general easement created herein requests a specific easement by separate recordable document, Declarant reserves and is hereby given the right and authority to grant such easement upon, across, over or under any part or all of the Maintenance Property, without conflicting with the terms hereof; provided, however, that such right and authority shall cease and determine upon conveyance by Declarant of the last Lot to the first Owner thereof (other than Declarant). The easement provided for in this Section 3 shall in no way affect, avoid, extinguish or modify any other recorded easement(s) on the Maintenance Property.

Section 4. Rights of Declarant and Participating Builders Incident to Construction. An easement is hereby retained by and granted to Declarant and any Participating Builder for access, ingress, and egress over, in, upon, under, and across the Maintenance Property, including but not limited to the right to store materials thereon and to make such other use thereof as may be reasonably necessary or incidental to Declarant's or any such Participating Builder's construction on the Properties; provided, however, that no such rights or easements shall be exercised by Declarant in such a manner as to unreasonably interfere with the occupancy, use, enjoyment or access by any Owner, his family members, guests, or invitees, to or of that Owner's Lot, Condominium Unit, Apartment Building or Commercial Area or any improvements upon the Maintenance Property.

Section 5. Easements Deemed Created. All conveyances of Lots hereafter made, whether by the Declarant or otherwise, shall be construed to grant and reserve the easements contained in this Article VII, even though no specific reference to such easements or to this Article VII appear in the instrument of such conveyance.

ARTICLE VIII

FIRST MORTGAGEES

Section 1. Member and First Mortgagee Approval. Subject to the provisions of Article IX, Sections 6(b) and 6(c) hereof, but notwithstanding anything to the contrary set forth elsewhere in this Declaration, the Association shall not unless it has obtained the prior written consent of at least sixty-seven percent (67%) of each class of Members, and sixty-seven percent (67%) of the First Mortgagees of Lots, and sixty-seven percent (67%) of the First Mortgagees of Condominium Units (based upon one vote for each First Mortgage owned):

(1) by act or omission, change, waive, or abandon any scheme of architectural control, or enforcement thereof, as set forth in this Declaration, regarding the design or maintenance of the Maintenance Property,

(2) fail to maintain full current replacement cost, fire and extended insurance coverage on the Maintenance Property,

(3) use hazard insurance proceeds for Maintenance Property property losses for purposes other than to repair, replace, or reconstruct such property,

(4) by act or omission, seek to abandon, partition, subdivide, encumber, sell, or transfer any property owned, directly or indirectly, by the Association for the benefit of the Owners (excluding the granting of permits, licenses and easements for public utilities, roads or other purposes consistent with the intended use of such property and reasonably necessary or useful for the proper maintenance or operation of the Properties or the Association),

(5) change the method of determining the obligations, assessments, dues, or other charges which may be levied against an Owner;

(6) add or amend any material provisions of this Declaration, the Articles of Incorporation or Bylaws of the Association, which establish, provide for, govern or regulate any of the following, provided that such additions or amendments shall not be considered material if they are for the purpose of correcting technical errors or for clarification only;

(A) voting rights;

(B) assessments, assessment liens or subordination of such liens;

(C) reserves for maintenance, repair and replacement of those elements of the Maintenance Property which must be maintained, repaired or replaced on a periodic basis;

(D) insurance, including but not limited to fidelity bonds;

(E) rights to use of the Maintenance Property;

(F) responsibility for maintenance and repair of any portion of the Maintenance Property;

(G) expansion or contraction of the Properties or the addition, annexation or withdrawal of property to or from the Properties;

(H) boundaries of any Lot, Residence or Commercial Area;

(I) interests in the Maintenance Property;

(J) covertibility of Lots, Residences or Commercial Areas into Maintenance Property or of Maintenance Property into Lots, Residences or Commercial Areas;

(K) leasing of Residences;

(L) imposition of any right of first refusal or similar restriction on the right of any Owner to sell, transfer or otherwise convey his Lot or Condominium Unit;

(M) any provisions which are for the express benefit of First Mortgagees, or insurors or guarantors of First Mortgages; or

(7) terminate professional management and assume self-management of the Association when professional management has previously been required by any First Mortgagee or Insurer or guarantor of such a First Mortgage;

(8) terminate the legal status of the Properties as a planned unit development, provided that this subsection (8) shall not apply to amendments to this Declaration, the Articles of Incorporation or Bylaws of the Association made as a result of destruction, damage or condemnation of the Properties or improvements thereon;

(9) restore or repair the Properties, or any portion thereof, including but not limited to improvements located thereon, after a partial condemnation or damage due to an insurable hazard, other than substantially in accordance with this Declaration and the most recent plans and specifications for the Properties and the construction of improvements thereon;

(10) terminate the legal status of the Properties after substantial destruction or a substantial taking in condemnation of the Properties.

Section 2. Notice of Action. Upon written request to the Association, identifying the name and address of the First Mortgagee or insuror or guarantor of the First Mortgage and the Residence address of the property which is subject to such First Mortgage, each such First Mortgagee or insurer or guarantor of a First Mortgage, shall be entitled to timely written notice of:

(a) any condemnation loss or casualty loss which affects a material portion of the Maintenance Properties;

(b) any delinquency in the payment of assessments or charges owed to the Association by the Owner of the Lot, Condominium Unit, Apartment Building or Commercial Area subject to a First Mortgage held, insured or guaranteed by such First Mortgagee, insurer or guarantor, or any default by such Owner in any obligation under the Declaration, Articles of Incorporation or Bylaws of the Association and the Board of Directors of the Association has actual knowledge of such default, when such delinquency and/or default remains uncured for a period of sixty (60) days;

(c) any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association;

(d) any proposed action which would require the consent of a specified percentage of First Mortgagees as provided in this Article VIII.

Section 3. Financial Statement. The Association shall provide a financial statement for the immediately preceding fiscal year, free of charge to the party so requesting, to any First Mortgagee, or any insurer or guarantor of a First Mortgage, within a reasonable time after written request therefor by any such party.

ARTICLE IX

GENERAL PROVISIONS

Section 1. Enforcement. The Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or hereafter imposed by the provisions of this Declaration. Failure by the Association, or any Owner, to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability. Invalidation of any provision of this Declaration by judgment or court order shall in no way affect or limit any other provisions which shall remain in full force and effect.

Section 3. Conflicts of Provisions. In case of any conflict between this Declaration, the Articles of Incorporation or Bylaws of the Association, this Declaration shall control. In case of any conflict between the Articles of Incorporation and the Bylaws of the Association, the Articles of Incorporation shall control.

Section 4. Annexation. (a) Additional real property, Maintenance Property, Common Area and/or Common Elements may be annexed to the Properties with the consent of two-thirds (2/3) of each class of Members.

(b) Notwithstanding the foregoing, the Declarant may annex to this Declaration additional property within those parcels of real property described on Exhibit C attached hereto and incorporated herein by this reference, until that date which is ten (10) years after the date on which this Declaration is recorded in the office of the Clerk and Recorder of Arapahoe County, Colorado, without consent of any Owner or First Mortgagee, subject to a determination by the VA or HUD that the annexation is in accord with the general plan heretofore approved by them, as follows:

(i) The Declarant may annex additional Lots, Apartment Buildings, Maintenance Property, Commercial Area, Common Area and/or other property, except Condominium Units and Common Elements within that parcel of real property described on the attached Exhibit C, which annexation(s) shall be effected, if at all, by recording an annexation of additional land in the office of the Clerk and Recorder of the County of Arapahoe, Colorado, which document shall provide for annexation to this Declaration of the property described in such annexation of additional land and may include such other provisions as deemed appropriate by the Declarant, including but not limited to a designation of whether and which portions of the Property so annexed consist of Lots, Apartment Buildings, Maintenance Property, Commercial Areas, Common Areas and/or other property. All provisions of this Declaration, including but not limited to those provisions regarding obligations to pay assessments to the Association and any right to cast votes as members of the Association, shall apply to annexed property immediately upon recording an annexation of additional land with respect thereto, as aforesaid.

(ii) The Declarant may annex additional Condominium Units and/or Common Elements within that parcel of real property described on the attached Exhibit C, which annexation(s) shall be effected, if at all, in two stages: (A) first, by the recording in Arapahoe County, Colorado of a Statement of Intention to Annex, which document shall declare the number of additional Condominium Units which Declarant intends to annex to this Declaration, shall provide that, upon the recordation thereof, each Condominium Unit enumerated in such document shall be and constitute a "Condominium Unit." as defined in this Recreational Declaration, but only for purposes of voting the Association membership votes appurtenant thereto and determining the total number of Association votes, as provided in Article III hereof, and for purposes of the payment of assessments and the obligations incident thereto, as provided in Article IV hereof, and shall further provide that, upon the recording of a supplemental Condominium Map of such property in the office of the Clerk and Recorder of Arapahoe County, Colorado, showing the Condominium Units described in such Statement of Intention to Annex, all of the property described in such supplemental Condominium Map shall be annexed for all purposes to this Declaration; and (B) second, upon the recording of such supplemental Condominium Map, as aforesaid, all of this property described therein shall thereupon, for all purposes, be annexed to this Declaration and be subject to all provisions contained herein.

(iii) In the event any annexed property is not owned by the Declarant at the time of annexation, all annexation documents shall contain the signatures of all owners of such property in addition to the signature of Declarant.

Section 5. Condemnation. In the event proceedings are initiated by any government or agency thereof, seeking to take by eminent domain the Maintenance Property, any material part thereof of any interest therein, any improvement thereon, or any material interest therein, the Association shall give prompt notice thereof, including a description of the part of or interest in the Maintenance Property or improvement thereon sought to be so condemned, to all first mortgagees of Lots, Condominium Units, Apartment Buildings or Commercial Areas, all insurers and guarantors of First Mortgages, all Members, and to the Declarant. The Association shall have full power and authority to defend in said proceedings, and if practicable to represent the Owners in any negotiations, settlements and agreements with a condemning authority for acquisition of the Maintenance Property or part thereof, as the attorney-in-fact for the Owners (the Owners, by their acceptance of a deed or other instrument of conveyance hereby constituting and appointing the Association their attorney-in-fact for such purposes), but the Association shall not enter into any such proceedings, settlement or agreements, pursuant to which the Maintenance Property or any part thereof or any interest therein, or any improvement thereon or any part thereof or interest therein, is relinquished, without giving all first mortgagees of Lots, Condominium Units, Apartment Buildings or Commercial Areas, all Members, and Declarant at least fifteen (15) days prior written notice thereof.

In the event, following such proceedings, there is such a taking in condemnation or by eminent domain of a part or all of the Maintenance Property, the award made for such taking, if such award is sufficient to repair and restore the Maintenance Property, shall be applied by the Association to such repair and restoration. If such award is insufficient to repair and restore the Maintenance Property, or if the full amount of such award is not expended to repair and restore the Maintenance Property, the Association shall disburse the net proceeds of such award to the Owners in accordance with the fair market value of their Lot, Condominium Unit, Apartment Building or Commercial Area, provided that the Association shall first pay out of the share of each Owner the amount of any unpaid liens or encumbrances on his Lot in the order of the priority of such liens or encumbrances. No provision of this Declaration or of any other document relating to the Properties shall be deemed to give an Owner or any other party priority over the rights of a First Mortgagee pursuant to a First Mortgage in the case of a distribution to an Owner of insurance proceeds or condemnation award for losses to or taking of Maintenance Property.

Section 6. Duration, Revocation, and Amendment.

(a) Each and every provision of this Declaration shall run with and bind the land for a term of twenty (20) years from the date of recording of this Declaration, after which time this Declaration shall be automatically extended for successive periods often (10) years each. Except as otherwise provided herein, this Declaration may be amended during the first twenty (20) year period, and during subsequent extensions thereof, by an instrument approved in writing by not less than fifty-one percent (51%) of the Members of each class. Such amendment shall be effective when duly recorded in the County of Arapahoe, Colorado.

(b) Notwithstanding anything to the contrary contained in this Declaration, if Declarant shall determine that any amendments to this Declaration or any amendments to the Articles of Incorporation or Bylaws of the Association shall be necessary in order for existing or future mortgages, deeds of trust or other security instruments to be acceptable to and of the then, subject to the following sentence of this Section, Declarant shall have and hereby specifically reserves the right and power to make and execute any such amendments without obtaining the approval of any Owners, or First Mortgagees of Lots, Condominium Units, Apartment Buildings or Commercial Areas. Each such amendment of this Declaration or of the Articles of Incorporation or Bylaws shall be made, if at all, by Declarant prior to termination of the Declarant's reserved right to appoint the Board of Directors of the Association as provided in Article III, Section 3 hereof; and each such amendment must contain thereon the written approval of the VA or HUD.

(c) Declarant hereby reserves and is granted the right and power to record technical amendments to this Declaration at any time prior to the termination of the Declarant's reserve right to appoint the Board of Directors of the Association for the purposes of correcting spelling, grammar, dates or as is otherwise necessary to clarify the meaning of the provisions of this Declaration.

Section 7. Registration by Owner of Mailing Address. Each Owner and first mortgagee of a Lot, Condominium Unit, Apartment Building or Commercial Area, and each insurer or guarantor of a First Mortgage, shall register his mailing address with the Association, and except for monthly statements and other routine notices, all other notices or demands intended to be served upon an Owner shall be sent by either registered or certified mail, postage prepaid, addressed in the name of the Owner at such registered mailing address. All notices, demands, or other notices intended to be served upon the Board of Directors of the Association or the Association shall be sent by certified mail, postage prepaid, to 3600 South Yosemite, Suite 750, Denver, Colorado, 80237, until such address is changed by the Association.

Section 8. FHA/VA Approval. As long as there is a Class B membership, the following actions shall require the prior approval of the Federal Housing Administration of the U.S. Department of Housing and Urban Development or the Veterans Administration: annexation of additional properties, dedication of Maintenance Property, and amendment of this Declaration.

Section 9. Dedication of Maintenance Property. Declarant in recording this Declaration, has designated certain areas of land as Maintenance Property intended for the common use and enjoyment of Owners for recreation and other related activities. The Maintenance Property is not dedicated hereby for use by the general public but is dedicated to the common use and enjoyment of the Owners, as more fully provided in this Declaration.

STATE OF COLORADO )

) SS.

COUNTY OF DENVER )

The foregoing instrument was acknowledged before me this 27th day of October, 1983 by David D. Mandarich as Vice President and Robert T. Rosen as Asst. Secretary of M.D.C. Piney Creek Corporation, a Colorado corporation, a venturer of PINEY CREEK DEVELOPMENT CO., a Colorado joint venture.

WITNESS my hand and official seal.

COUNTY OF DENVER )

The foregoing instrument was acknowledged before me this 26th day of October, 1983 by Erich C. Bendfeldt as Exec. Vice President and Pamela McClune as Asst. Secretary of Empire Savings, Building and Loan Association, a Colorado corporation, a venturer of PINEY CREEK DEVELOPMENT CO., a Colorado joint venture.

WITNESS my hand and official seal.

PARCEL III:

A part of the SE ¼ of Section 8, Township 5 South, Range 66 West of the 6th P.M., County of Arapahoe, State of Colorado, more particularly described as follows:

Commencing at the SE corner of said Section 8; thence South 89°53'29" West, along the South line of said Section 8, a distance of 55.0 feet, to the point of beginning, said point of beginning being on the West right-of-way line of Buckley Road; thence continuing South 89°53'29" West, along said South line, a distance of 859.45 feet; thence North 00°05'51" West, a distance of 293.5 feet; thence North 89°54'09" East, a distance of 409.28 feet; thence South 71°16'47" East, a distance of 475.9 feet to a point on the West right-of-way line of said Buckley Road; thence South 00°01'26" West, along said West right-of-way line, a distance of 139.83 feet to the point of beginning.

PARCEL IV:

A part of the SE ¼ of Section 8, Township 5 South, Range 66 West of the 6th P.M., County of Arapahoe, State of Colorado being more particularly described as follows:

Commencing at the SE corner of said Section 8; thence South 89°53'29" West along the South line of said Section 8, a distance of 55.0 feet to a point on the Westerly right-of-way line of South Buckley Road; thence North 00°01'26" East and along said Westerly right-of-way line, a distance of 139.83 feet to the point of beginning ; thence North 71°16'47" West, a distance of 475.9 feet; thence South 89°54'09" West, a distance of 409.28 feet; thence North 00°05'51" West, a distance of 829.1 feet to a point on the Southerly right-of-way line of Smoky Hill Road; thence South 66°08'19" East and along said Southerly right-of-way line, a distance of 942.2 feet to a point on said Westerly right-of-way line; thence South 00°01'26" West and along said Westerly right-of-way line, a distance of 600.0 feet to the point of beginning.

Except the following: