If the Class B membership has ceased to exist pursuant to subsection (a) above, and other real property is thereafter subjected to this Declaration, the Class B membership shall be reinstated and for purposes of determining the total number of votes to which the Class B Member is entitled, all Lots then owned by Declarant anywhere in The Overlook shall be counted.

SECTION 11.03. Organization and Purpose. The Association is a nonprofit Colorado corporation created for the purposes, charged with the duties, and invested with the powers prescribed by law or set forth in its Articles of Incorporation and Bylaws or in this Declaration. Neither the Articles of Incorporation nor Bylaws of the Association shall for any reason be amended or otherwise changed or interpreted so as to be inconsistent with this Declaration. In case of conflict between this Declaration and the Articles of Incorporation or the Bylaws of the Association, this Declaration shall control. In case of conflict between the Articles of Incorporation and the Bylaws of the Association, the Articles of Incorporation shall control. The Association shall be charged with the administration of The Overlook and of the terms and provisions of this Declaration.

SECTION 11.04. Specific Powers of the Association. The Association shall have all of the powers of a Colorado nonprofit corporation and all of the powers set forth in its Articles of Incorporation and Bylaws or in this Declaration. The Association shall further have the power to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers granted to it by the laws of the State of Colorado, by its Articles of Incorporation or Bylaws or by this Declaration. Without in any way limiting the generality of the two preceding sentences, the Association shall have the following powers and authority at all times:

(a) Right of Entry and Enforcement. The Association may enter, after twenty-four (24) hours written notice, without being liable to any Owner, onto any Lot for the purpose of enforcing by peaceful means the provisions of this Declaration. If any Owner unreasonably fails to comply with any obligation of such Owner under this Declaration, the Association, after Notice and Hearing, may also suspend such Owner's voting rights in the Association for a reasonable period of time. The Association may exercise any right or privilege given to it expressly by this Declaration or by law, and every right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. The Association shall also have the power and authority, in its own name and behalf or in the name and behalf of any Owner who consents thereto, to take judicial action against any Owner to enforce by mandatory injunction or otherwise, or to restrain and enjoin any breach or threatened breach of the provisions of this Declaration or the Articles of Incorporation or the Bylaws of the Association or the decisions of the Association or the Board thereof made pursuant to such documents, or to obtain damages for noncompliance, all to the extent permitted by law. Owners shall have a right of action against the Association for failure to comply with the provisions of this Declaration or the Articles of Incorporation or the Bylaws of the Association or with the decisions of the Association or the Board thereof made pursuant to such documents; provided, however, that decisions of such bodies may be reversed or altered from time to time.

(b) Fines. If any Owner, or any member of his family, or any of his guests, agents, employees, licensees, invitees or tenants, shall breach any covenant, condition or restriction contained in this Declaration, and if such Owner shall not cease and remedy such breach (or cause such other person to cease or remedy such breach) after Notice and Hearing, the Association may levy a reasonable fine established by the Board in accordance with Section 12.15 hereof against such Owner and such Owner shall be personally liable to pay the same and the same shall become a lien against such Owner's Lot and all Improvements located thereon, and payment may be enforced as is hereinafter provided for assessments.

(c) Contracts, Management and Other Services . The Association shall have the powers of a property manager in connection with the matters herein set forth and may enter into contracts with other persons or entities to provide any service or perform any function, to purchase supplies and equipment, and to employ workmen, caretakers, janitors and others. Without limiting the generality of the foregoing, the Association may obtain and pay for the services of any person or entity (the "Managing Agent") to manage its affairs, or any part thereof, to the extent deemed advisable by the Board, as well as such other personnel as the Board shall determine to be necessary or desirable for the proper operation of The Overlook, whether such personnel are furnished or employed directly by the Association or by the Managing Agent. To the extent permitted by law, the Association and the Board may delegate any of their duties, powers or functions to the Managing Agent or to any other Person or committee of Persons. If professional management of the Association has been previously required by the Veterans Administration, any decision to establish self-management by the Association shall require the prior consent of the Members expressed by a vote of two-thirds (2/3) of the votes of the Class A Members and two-thirds (2/3) of the votes of the Class B Members present, either in person or by proxy, at a meeting duly called for this purpose, which meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof, and shall require the approval of fifty-one percent (51%) of the first Mortgagees of the Lots (based on one (1) vote for each first Mortgage). Each and every contract and management agreement (other than utility contracts) entered into by the Association while there is a Class B membership as in Section 11.02 hereof provided shall terminate no later than thirty (30) days after the termination of the Class B membership; shall require approval of the Veterans Administration pursuant to Section 19.11 hereof; and shall specifically state that, notwithstanding any other provision contained in the contract, it shall be subject to this sentence of Section 11.04(c) of the Declaration. In addition to the foregoing, the Association may obtain, and pay for legal and accounting services necessary or desirable in connection with the operation of The Overlook or the enforcement of this Declaration. The Association may also arrange with others to furnish lighting, heating, water, trash collection, sewer service, snow removal, landscaping, gardening and other common services to the Courtyard Common Area and, to the extent the Association is responsible therefor under this Declaration, to the Lots and the Public Sidewalk Area. The cost of such management and other services shall be borne as provided in Article XII hereof.

(d) Personal Property for Common Use. The Association may acquire and hold, for the use and benefit of the Owners tangible and intangible personal property and may dispose of the same by sale or otherwise. Each Owner shall have the right to use such property in accordance with the purpose for which it is intended without hindering or encroaching upon the lawful rights of other Owners.

(e) Conveyances. The Association may grant to any Person or private, public, governmental or quasi-governmental entity the right to enter upon the Private Cul-de-sacs in The Overlook in order to provide school buses, postal service, trash collection, cable television and similar services. The Association also may permit other Persons to use the Private Cul-de-sacs and other Courtyard Common Area in The Overlook, subject to such restrictions and limitations and on such other terms and conditions as the Board in its sole and absolute discretion may determine.

(f) Long Term Financing. The Association may borrow money to finance any function or activity which it is authorized to perform and may execute Mortgages to secure the repayment of all borrowed sums in accordance with Section 6.01(a) hereof.

(g) Control of Use of Private Cul-de-sacs. The Association may adopt such reasonable rules and regulations as it shall determine regulating the use of the Private Cul-de-sacs in The Overlook, including but not limited to the hours during which the same shall be open for various uses, restrictions on the size of trucks and vans permitted on the Private Cul-de-sacs and prohibiting the use of lug-treaded and other vehicles which may in the opinion of the Board damage said Private Cul-de-sacs. The Board may require any Owner to pay the costs of repair of any damage to the Private Cul-de-sacs caused by him or by his family, guests, employees, agents, licensees, invitees or lessees. The Association also may enact reasonable rules and regulations regarding the use of the Private Cul-de-sacs by pedestrians and bicycles, but subject to easements heretofore or hereafter granted by Declarant.

(h) Disputes. The Association through its Board of Directors may settle disputes, disagreements, claims or controversies with or against Declarant, general contractors, subcontractors, architects and/or engineers relating to or arising from the construction, maintenance or operation of the Courtyard Common Area or matters common to two or more Lots. Further, the Association through its Board of Directors may settle disputes, disagreements, claims or controversies between any Owners relating to The Overlook or any question of interpretation or application of the provisions of this Declaration or the Bylaws of the Association.

(i) Rules and Regulations. The Association may from time to time adopt, amend and terminate, and Owners shall comply with, such other reasonable rules and regulations governing the use of the Courtyard Common Area, the Lots, and personal property for common use and covering any or all aspects of its functions hereunder, which rules and regulations shall be consistent with the rights and duties established in this Declaration and shall be uniform and non-discriminatory. Each Owner, by the acceptance of his deed or other instrument of conveyance or assignment, agrees to accept and be bound by any such adopted rules and regulations.

SECTION 11.05. Specific Duties of the Association. The Association shall have and perform each of the following duties for the benefit of the Members of the Association:

(a) Ownership of Courtyard Common Area. The Association shall accept conveyances from Declarant free and clear of liens of each of the Courtyard Common Areas, after the Private Cul-de-sac within the Courtyard Common Area has been paved and otherwise constructed in accordance with the Standards of Arapahoe County, Colorado, and it shall thereafter own, operate, maintain and repair the Courtyard Common Area conveyed; provided, however, that such conveyance of the Private Cul-de-sacs to the Association shall be subject to such easements therein and rights to the use thereof as Declarant shall have heretofore granted or shall hereafter grant, including but not limited to any easements or rights of use granted to any utility or other company or public, governmental or quasi-governmental entity for utility purposes or for fire and police protection, school buses, postal service, trash collection, cable television or similar purposes, and such conveyance of the remaining portions of the Courtyard Common Areas shall be subject to reasonable easements, rights-of-way, covenants, restrictions, reservations and exceptions. The Courtyard Common Area to be conveyed to the Association by Declarant prior to the conveyance of the first Lot is described on Exhibit II attached hereto. The Association shall maintain said Private Cul-de-sacs in good repair and condition at all times, including the removal of snow from the paved portion thereof as promptly after storms as is reasonable and shall be responsible for the exclusive management, control, operation, maintenance, repair, improvement and replacement of the Courtyard Common Area and all Improvements located thereon (including furnishings and equipment related thereto), and shall keep the same in good, clean, safe, attractive and sanitary condition, order and repair. The cost of such management, operation, maintenance, repair, improvement and replacement shall be borne as provided in Article XII of this Declaration, with the exception that all driveways, bridges, culverts, graveling, grading, snow removal and other facilities and services for the area between the edge of the paved Private Cul-de-sac and a Lot line as are necessary to provide access to that Lot line shall be the equal responsibility of and at the equal expense of those Lot Owners who make use of that access. Any other provision of this Declaration to the contrary notwithstanding, so long as there is a Class B membership pursuant to Section 11.02 hereof, no land or interest in land within any Courtyard Common Area shall be improved by any Improvement, used or occupied except in such manner as shall have been approved by Declarant in its sole and absolute discretion. Such required approval shall extend to the nature and type of use, occupancy and Improvement. Declarant may delegate its right to grant such approvals to the Board. No approval shall be granted which would be in contravention of the zoning then in effect for the area in question.

(b) Landscape Maintenance of Lots. The Association shall be responsible for the exclusive management, control, operation, maintenance, repair, improvement and replacement of the landscaping, plantings, hedges, planted trees and shrubs and other landscape Improvements located on each Lot and shall keep the same irrigated, free from weeds, free from plants infected with noxious insects or plant diseases which are likely to spread to other property, and in a good, clean, safe and attractive condition. Without limiting the generality of the foregoing, the landscape maintenance obligation of the Association referenced above shall include lawn mowing and raking, weeding, irrigation, tree and. shrub pruning and trimming and replacement of diseased or dead plantings, trees and shrubs. The Association also shall be responsible for the exclusive management, control, operation, maintenance, repair and replacement of the sprinkler system providing irrigation for the aforesaid landscape Improvements located on each Lot and shall keep the same in good working order, condition and repair. The cost of such landscape and sprinkler system maintenance shall be borne as provided in Article XII of this Declaration.

(c) Maintenance of Public Sidewalk Area. To the extent that applicable governmental law, rule, or policy now or hereafter allocates responsibility therefor to the adjacent landowner rather than to the public, the Association shall be responsible for cleaning, maintaining, repairing, and replacing the sidewalks and lawn and other improvements or landscaping, if any, in the Public Sidewalk Area, including but not limited to lawn mowing and watering and removal of snow from the sidewalks. The cost of such cleaning, maintenance, repair and replacement shall be borne as provided in Article XII of this Declaration.

(d) Assumption of Owners' Maintenance Obligations. If the Board should determine that any maintenance obligation of the Owners relating to snow, ice or trash removal, to paint, repair, replacement and, care of the exterior of the Dwelling Units or the exterior of other Improvements on the Lots, or to maintenance, repair and replacement of any fences on the Lots set forth in this Declaration should be assumed by the Association, it shall call a special meeting of Members to consider such decision. Any such special meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof. If the Members, by two-thirds (2/3) of the total number of votes cast at such meeting, elect to ratify such decision, within sixty (60) days thereafter the Association shall assume said maintenance obligation and the Owners shall be relieved of the same. Any cost incurred by the Association in performing said maintenance obligation shall be a common expense to be paid by the Owners as provided in Article XII hereof and, accordingly, the Board may increase the amount of the annual assessment against each Lot and, if necessary, the amount of the maximum annual assessment as of the date the Association assumes said maintenance obligation to cover the cost thereof, without a vote of the membership.

(e) Insurance. The Association shall obtain and keep in full force and effect at all times the insurance coverage outlined in Section 13.01 hereof. The premiums for such insurance shall be a common expense paid by the Association.

(f) Assessments. The Association shall levy against and collect from the Owners annual and special assessments and such other assessments and charges as are authorized in this Declaration.

(g) Enforcement of this Declaration. The Association shall enforce, in its own behalf and in behalf of all Owners, all of the covenants, conditions and restrictions set forth in this Declaration, under an irrevocable agency (hereby granted) coupled with an interest, as beneficiary of said covenants, conditions and restrictions, and as assignee of Declarant; arid it shall perform all other acts, whether or not anywhere expressly authorized, as may be reasonably necessary to enforce any of the provisions of this Declaration.

(h) Audit. If directed by a vote of the Members at any regular or special meeting, the Association shall provide an audit by an independent certified public accountant of its accounts and shall make a copy of such audit available to each Member during normal business hours. The cost of any such audit shall be borne as provided in Article XII of this Declaration. Any Member may at any time and at his own expense cause an audit or an inspection to be made of the books and records of the Association by a certified public accountant provided that such audit or inspection is made during normal business hours and without unnecessary interference with the operations of the Association.

(i) Payment of Taxes. The Association shall pay all real and personal property taxes and other taxes and assessments levied upon or with respect to any property owned by the Association, to the extent that such taxes and assessments are not levied directly upon the Members. Such taxes and assessments shall constitute part of the assessments provided for in Article XII hereof. The Association shall have all rights granted by law to contest the legality and the amount of such taxes and assessments.

(j) Availability of Records and Current Copies of Documents. The Association shall make available to Owners, prospective purchasers, prospective Mortgagees and existing holders, insurers and guarantors of the first Mortgage on any Lot or on the Courtyard Common Area, current copies of this Declaration, the Bylaws of the Association and other rules and regulations governing The Overlook and other books, records and financial statements of the Association, including the most recent annual audited financial statement, if any. "Available" shall mean available for inspection upon request during normal business hours.

(k) Other. The Association shall carry out all duties of the Association set forth herein or in its Articles of Incorporation or Bylaws.

SECTION 11.06. Prohibitions. Unless an instrument signed by at least two-thirds (2/3) of the first Mortgagees (based upon one (1) vote for each first Mortgage owned) or Owners holding at least two-thirds (2/3) of the votes of the Class A membership, and signed by Owners holding at least two-thirds (2/3) of the votes of the Class B membership, if any, agreeing to such action has been recorded with the Clerk and Recorder of Arapahoe County, Colorado, the Association shall not be entitled to:

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

(b) By act or omission, waive or abandon any scheme of regulations, or enforcement thereof, pertaining to the architectural design or the exterior appearance of Dwelling Units, the exterior maintenance of Dwelling Units, the maintenance of the common walks, fences and driveways, or the upkeep of lawns and plantings in The Overlook;

(c) Fail to maintain casualty insurance as in Section 13.01(a) hereof provided; or

(d) Use hazard insurance proceeds for losses to the Courtyard Common Area for other than the purposes outlined in Article XIV hereof.

Further, the Association shall not be entitled, by act or omission, to seek to abandon, subdivide, encumber, sell or transfer any Courtyard Common Area owned, directly or indirectly, by the Association (excluding the granting of easements for public utilities or other public purposes consistent with the intended use of the Courtyard Common Area), unless an instrument in writing signed by at least two-thirds (2/3) of the Owners of Lots within the Cluster Area of which the Courtyard Common Area is a part and by at least two-thirds (2/3) of the first Mortgagees of such Lots (based on one (1) vote for each first Mortgage owned) agreeing to such action has been recorded with the Clerk and Recorder of Arapahoe County, Colorado.

ARTICLE XII

ASSESSMENTS

SECTION 12.01. Agreement to Pay Assessments. Declarant, for each Lot owned by it within The Overlook, and for and as owner of The Overlook and every part thereof, hereby covenants, and each Owner of any Lot within The Overlook by the acceptance of a deed or other instrument of conveyance thereof, whether or not it be so expressed in the deed or other instrument of conveyance, shall be deemed to covenant and agree to pay to the Association annual assessments or charges made by the Association for the purposes provided in this Declaration and special assessments for capital improvements and other matters as provided in this Declaration. Such assessments shall be fixed, established and collected from time to time in the manner provided in this Article XII.

SECTION 12.02. Basis of Annual Assessments. The annual assessments against all Lots levied by the Association through its Board of Directors shall be based upon a budget developed by the Board, consisting of advance estimates made from time to time by the Board of amounts necessary to provide for the payment of all estimated expenses arising out of or connected with the improvement, maintenance and operation of the Courtyard Common Area, the improvement and maintenance of the landscape and sprinkler system Improvements on the Lots as provided in Section 11.05(b) hereof, the maintenance of the Public Sidewalk Area as provided in Section 11.05(c) hereof, and such other maintenance or improvement obligations which may be deemed necessary for the common benefit of the Owners and the maintenance of property values or which may be incurred by virtue of agreement with or requirement of city, county or other governmental authorities; the furnishing of water and other common utilities and services, if any, to the Lots; and the establishment of an adequate reserve fund for periodic maintenance, repair and replacement of the Courtyard Common Area and Public Sidewalk Area. Said estimated expenses may include, but are not limited to, management; insurance premiums; landscaping and care of grounds; snow, ice and trash removal from the Courtyard Common Area and Public Sidewalk Area; water and sewer service; electricity and lighting service for the Courtyard Common Area; repairs, replacements and maintenance; taxes and special assessments not separately assessed to Owners by taxing authorities; legal and accounting fees; payment of any deficit remaining from a previous period; the creation of a reasonable contingency fund; and any other expense or liability incurred by the Association under or by reason of this Declaration.

SECTION 12.03. Amount of Annual Assessments. Until January 1 of the year immediately following the conveyance of the first Lot to an Owner other than Declarant, the maximum annual assessment shall be Dollars ($__________ ) per Lot.

(a) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner other than Declarant, the maximum annual assessment may be increased by the Board each year either by not more than fifteen percent (15%) above the maximum annual assessment for the previous year or by the percentage increase, if any, in the most recent available CPI as of November 1 of the current year over the CPI for November 1 of the previous year, whichever is greater, without a vote of the membership.

(b) From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner other than Declarant, the maximum annual assessment may be increased by the Board each year by an amount greater than that set forth in subsection (a) above; provided, however, that for a period of time not to exceed thirty (30) days after the date on which Owners are given notice of the increased assessment pursuant to Section 12.04 below, any such increased assessment may be vetoed by a vote of fifty-one percent (51%) of the Class A Members or fifty-one percent (51%) of the Class B Members who are voting in person or by proxy at a meeting duly called for this purpose or at the regular annual meeting of Members, which meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof.

(c) The Board may, after consideration of the current maintenance costs and the financial requirements of the Association, fix the annual assessment at an amount less than the maximum, but the maximum annual assessment for the previous year, rather than the actual annual assessment, shall in all cases be used as the basis for determining the maximum annual assessment for the current year.

The omission or failure of the Board to fix the amount of the annual assessment for any assessment period shall not be deemed a waiver, modification or release of the Owners from their obligation to pay the same and the amount of the annual assessment shall remain the same until a new amount is fixed by the Board in accordance with this Section 12.03.

SECTION 12.04. Notice of Annual Assessments and Time for Payment Thereof. Annual assessments shall be payable and collected in advance on a calendar month basis or such other reasonable basis as the Board may determine, but in no event more frequently than monthly or less frequently than yearly. The annual assessments provided for herein shall commence on all Lots in The Overlook upon the conveyance of the first Lot to an Owner other than Declarant. Declarant shall pay one-quarter (1/4) of the installments of the annual assessment with respect to each Lot owned by it until the issuance of a Certificate of Occupancy for said Lot. Upon the issuance of a Certificate of Occupancy for any Lot owned by Declarant, Declarant shall commence payment of full annual assessments with respect to said Lot for which a Certificate of Occupancy has been issued. All other Owners shall be subject to full annual assessments and shall commence payment thereof upon the purchase of their Lots. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. At least forty-five (45) days in advance of each annual assessment period, the Board shall fix the amount of the annual assessment against each Lot and shall give written notice to each Owner as to the amount of the annual assessment with respect to his Lot and as to the amount of each installment thereof. The installments of each annual assessment shall be due and payable on or before the first day of each calendar month or such other installment period set by the Board without further notice.

SECTION 12.05. Special Assessments. In addition to the annual assessments authorized above, the Association may levy through its Board of Directors special assessments, payable over such periods as the Board of the Association may determine, for the purpose of defraying, in whole or in part, the cost of any emergency expenditure for unexpected repair or replacement of the Courtyard Common Area or the Public Sidewalk Area, or other unexpected expense, for construction, reconstruction, repair or replacement of a capital improvement upon the Courtyard Common Area, including fixtures and personal property related thereto, or the Public Sidewalk Area, and such other special assessments as may be authorized by other Sections of this Declaration. If any such special assessment pertains to all of the Courtyard Common Areas or to all or any portion of the Public Sidewalk Area and if any such special assessment exceeds Five Thousand Dollars ($5,000.00) or such other reasonable amount fixed by the Board in accordance with Section 12.15 hereof, the same shall have the assent of two-thirds (2/3) of the votes of the Class A Members and two-thirds (2/3) of the votes of the Class B Members who are voting in person or by proxy at a meeting duly called for this purpose or at the regular annual meeting of Members, which meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof; if any such special assessment pertains to one or more, but less than all, of the Courtyard Common Areas and if any such special assessment exceeds such reasonable amount fixed by the Board in accordance with Section 12.15 hereof, the same shall have the assent of two-thirds (2/3) of the Owners of Lots within the Cluster Area(s) of which the subject Courtyard Common Area(s) is a part. Further, the Association may levy special assessments against one or more Lots for amounts owing due to tortious, willful or negligent damage to the Courtyard Common Area or the Public Sidewalk Area by such Owner or related parties as provided herein. Notice in writing of the amount of any special assessment levied by the Association pursuant to this Section and the time for payment thereof shall be given promptly to the Owners, and no payment shall be due less than thirty (30) days after such notice shall have been given; provided, however, that special assessments due to tortious, willful or negligent damages may be made due upon receipt of notice.

SECTION 12.06. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots subject thereto.

SECTION 12.07. Working Capital Fund. Each initial Owner, other than Declarant, upon the purchase of a Lot from Declarant, shall deposit and maintain with the Association an amount equal to two (2) times the amount of his monthly installment of the annual assessment. Said deposit shall be held by the Association without interest, to be used by the Board of Directors of the Association as a reserve for paying any delinquent installment of the annual assessment levied against such Owner, for purchasing equipment and supplies and for working capital. Payment of said deposit shall not relieve an Owner from paying the regular installments of his annual assessment as the same become due. Upon sale of a Lot, an Owner shall be entitled to credit from his grantee for any unused portion of the above deposit. The Association shall not be required upon any such sale of a Lot to refund any unused portion of such deposit to an Owner, but the Association shall cooperate in transferring any unused portion of such deposit by crediting the same to the account of the Owner's grantee on the Association's books.

SECTION 12.08. Assessments for Damages. Any cost incurred by the Association in the repair of damages caused by the negligent or willful or tortious act of an Owner, member of his family, his agents, employees, invitees, licensees or lessees or any cost incurred by the Association to cure an Owner's default hereunder, including reasonable attorneys' fees, shall be the responsibility of such Owner. The Association shall assess such Owner for such costs and shall have all of the rights pertaining to a special assessment for such an assessment for damages.

SECTION 12.09. Late Charges and Interest. If any assessment or any installment thereof shall remain unpaid after the due date thereof, the Association may impose a late charge on such defaulting Owner in an amount established by the Board in accordance with Section 12.15 below sufficient to cover the extra cost and expense involved in handling such delinquent assessment or installment thereof. In addition to the late charge set forth above, if any assessment or any installment thereof is not paid within ten (10) days after the due date thereof, the assessment or installment may bear interest from the date it became due and payable until the date it is actually paid at a reasonable rate fixed by the Board in accordance with Section 12.15 hereof and uniformly applied. In the event it shall become necessary for the Board of Directors of the Association to collect any delinquent assessments or any installment thereof, whether by foreclosure of a lien hereinafter created or otherwise, the delinquent Owner shall pay in addition to the assessment and the late charge and interest herein provided, all costs of collection, including a reasonable attorney's fee, and all costs incurred by the Board in enforcing payment.

SECTION 12.10. Declarant's Obligation for Deficit. Until such time as the Class B membership has ceased to exist pursuant to Section 11.02 hereof, Declarant shall pay to the Association concurrently with each annexation of additional real property to The Overlook pursuant to Article II above a sum of money to cover any deficit in the Association's budget existing as of the date of such annexation and resulting from causes other than a failure to collect from any Owner or Owners the assessments specified in this Article XII, which deficit, if any, shall be determined by the Managing Agent of the Association.

SECTION 12.11. Lien for Assessments. All sums assessed to any Lot pursuant to this Article, together with interest and late charges thereon as provided in this Article and together with the costs of collection thereof, including reasonable attorneys' fees, shall be secured by a lien on such Lot and all Improvements located thereon in favor of the Association. Such lien shall be superior to all other liens and encumbrances on such Lot, voluntary and, involuntary, whether granted by operation of law or otherwise, except only for:

(a) Valid tax and special assessment liens on the Lot in favor of any government assessing authority; and

(b) A lien for all sums unpaid on a first Mortgage duly recorded in the Arapahoe County, Colorado, real property records, including all unpaid obligatory advances to be made pursuant to such Mortgage; and

(c) Any executory land sales contract for the Lot wherein the Administrator of Veterans Affairs, an officer of the United States of America, is identified as the seller, whether such contract is owned by the said Administrator or its assigns and whether or not such contract is recorded.

The sale or transfer of any Lot shall not affect the assessment lien thereon, except that sale or transfer of any Lot pursuant to the foreclosure of any duly recorded first Mortgage or any executory land sales contract of the type referenced in subsection (c) above, or any proceeding in lieu thereof (including deed in lieu of foreclosure), or pursuant to the cancellation or forfeiture of any such executory land sales contract shall extinguish the lien of such assessment charges which became due prior to any such sale or transfer pursuant to foreclosure, or any proceeding in lieu of foreclosure, or pursuant to cancellation or forfeiture of any such executory land sales contract. No such sale or transfer pursuant to foreclosure, or any proceeding in lieu of foreclosure, or pursuant to cancellation or forfeiture of any such executory land sales contract shall relieve any Lot from liability for or the lien of any assessment charges becoming due after such sale or transfer.

To evidence a lien for sums assessed pursuant to this Article, the Association may prepare a written notice of lien setting forth the amount of the assessment, date due, the amount remaining unpaid, the name of the Owner of the Lot and the description of the Lot. Such a notice shall be signed by the Association and may be recorded in the office of the Clerk and Recorder of Arapahoe County, Colorado. No notice of lien shall be recorded until there is a delinquency in payment of the assessment. Such lien may be enforced by judicial foreclosure by the Association in the same manner in which mortgages on real property may be foreclosed in the State of Colorado. In any such foreclosure, the Owner shall be required to pay the costs and expenses of such proceeding, the costs and expenses of filing a notice of lien and all reasonable attorneys' fees. All such costs and expenses shall be secured by the lien being foreclosed. The Owner shall also be required to pay to the Association any assessments against the Lot which become due during the period of foreclosure. The Association shall have the right and power to bid at the foreclosure sale or other legal sale and to acquire, hold, convey, encumber and otherwise deal with the Lot and all Improvements located thereon as the Owner thereof.

A release of notice of lien shall be executed by the Association and recorded in the Arapahoe County, Colorado, real property records at the Owner's expense, upon payment of all sums secured by a lien which has been made the subject of a recorded notice of lien.

Any Mortgagee holding a lien on a Lot may pay, but shall not be required to pay, any amounts secured by the lien created by this Article, and upon such payment such Mortgagee shall be subrogated to all rights of the Association with respect to such lien, including priority.

Each Owner hereby agrees that the Association's lien on a Lot for assessments as hereinbefore described shall be superior to the Homestead Exemption provided by Colo. Rev. Stat. Ann. § 38-41-201, et seq. (1973, as amended) and each Owner hereby agrees that the acceptance of the deed or other instrument of conveyance in regard to any Lot within The Overlook shall signify such grantee's waiver of the Homestead right granted in said sections of the Colorado statutes.

SECTION 12.12. Personal Obligation of Owner. The amount of any assessment against any Lot shall be the personal obligation of the Owner thereof to the Association. Suit to recover a money judgment for such personal obligation shall be maintainable by the Association without foreclosing or waiving the lien securing the same. No Owner may avoid or diminish such personal obligation by waiver of the use and enjoyment of any of the Courtyard Common Area or by abandonment of his Lot. This personal obligation of an Owner for delinquent assessments shall not pass to successors in title or interest to said Owner's Lot unless assumed by them; provided, however, that any such sale or transfer of the Lot pursuant to a foreclosure shall not relieve the purchaser or transferee from liability for, nor the Lot so sold or transferred from the lien of, any assessments becoming due after the date upon which such purchaser or transferee acquires title to or possession of the Lot, whichever shall first occur.

SECTION 12.13. Statement of Account. Upon payment of a reasonable fee to be established by the Board in accordance with Section 12.15 hereof and upon written request in the manner herein provided by any Owner or any Mortgagee, prospective Mortgagee or prospective purchaser of a Lot, the Association, by its Board of Directors or Managing Agent, shall issue a written statement setting forth the amount of the unpaid assessments, if any, with respect to such Lot, the amount of the current annual assessment, the date that such assessment becomes due, and credit for advance payments or prepaid items, which statement shall be conclusive upon the Association in favor of prospective Mortgagees or prospective purchasers who rely thereon in good faith.

SECTION 12.14. Notice to First Mortgagees. Upon receipt by the Association of a reasonable fee for such service established by the Board in accordance with Section 12.15 hereof, the first Mortgagee of a Lot is entitled to written notice from the Association of any delinquency in the payment of assessments or charges owed by the Owner of such Lot where such delinquency has continued for a period of sixty (60) days and provided such first Mortgagee requests such notice as provided in Section 19.01 of this Declaration.

SECTION 12.15. Setting of Special Assessment Limits, Fines, Late Charges and Other Fees. At the organization meeting of each new Board of Directors of the Association, the Board shall review, establish and set the following amounts, charges and fees:

(a) The amount of any fines to be levied pursuant to Section 11.04(b) above.

(b) The limits on a special assessment above which an assenting vote of the membership is required as in Section 12.05 hereof provided.

(c) The amount of any late charge and the rate of any interest to be imposed under Section 12.09 hereof.

(d) The amount of the fee to be charged for a statement of account in accordance with Section 12.13 hereof.

(e) The amount of the fee to be charged for the notice to a first Mortgagee provided in Section 12.14 hereof.

The amounts, charges and fees set by the Board pursuant to this Section shall be reasonable and uniformly applied.

SECTION 12.16. Payment of Piney Creek Maintenance Association, Inc. Assessments. If any Owner is ever in default in the payment of any authorized charge, fine, or annual or special assessment levied by and due to The Piney Creek Maintenance Association, Inc., the Association may elect to pay to The Piney Creek Maintenance Association, Inc. such Owner's overdue charge, fine or assessment and to levy a special assessment against such Owner for the amount of same plus any costs incurred by the Association to cure such default, including reasonable attorneys' fees. Notice in writing of the amount of any special assessment levied by the Association pursuant to this Section shall be given promptly to the Owner and shall be immediately due and payable. The Association shall have all of the rights pertaining to assessments generally for any such assessment levied pursuant to this Section.

ARTICLE XIII

INSURANCE

SECTION 13.01. Types of Insurance to be Carried by the Association. The Association shall obtain and keep in full force and effect at all times policies of insurance, provided by companies duly authorized to do business in the State of Colorado, adequate, in the opinion of the Board, in kind and amount. The premiums for such insurance shall be a common expense paid by the Association and included in the annual assessments as in Article XII hereof provided. Without limiting the generality of the foregoing, such policies of insurance shall include:

(a) Casualty Insurance. Casualty insurance covering the Courtyard Common Area, the Public Sidewalk Area and all personal property belonging to the Association against loss or damage by fire and lightning, vandalism and malicious mischief, under extended coverage and all-risk endorsements, the amount of such insurance to be equal to the full replacement value of the Courtyard Common Area and the Public Sidewalk Area (except land, foundation, excavation and other items normally excluded from such coverage) without deduction for depreciation. Such insurance shall name as insureds the Association and any authorized Mortgagee of the Courtyard Common Area, as their interests may appear.

(b) Public Liability and Property Damage Insurance. Comprehensive general liability insurance which shall include bodily injury and property damage liability insurance in amounts not less than $1,000,000.00 for bodily injury per occurrence and $50,000.00 for property damage per occurrence. Coverage shall include, without limitation, liability for personal injuries, for property damage, for bodily injuries and death of persons arising from activities of the Association or with respect to property under its jurisdiction, including the Public Sidewalk Area, and, if obtainable, a cross-liability endorsement insuring each insured against liability to each other insured. The liability insurance policies referred to above shall name as separately protected insureds Declarant, the Association, the Board and each of its members, and the Managing Agent, and such policies may also name some or all of the respective officers, employees and agents of the foregoing.

(c) Workmen's Compensation and Employer's Liability Insurance. Workmen's Compensation and Employer's Liability Insurance and all other similar insurance with respect to employees, contractors and subcontractors of the Association in the amounts, in the form and to the extent necessary to comply with all applicable laws.

(d) Fidelity Bonds. Fidelity bonds in an amount to comply with the regulations of the Veterans Administration for coverage against dishonesty of officers, directors or employees or any other person handling funds of or administered by the Association, destruction or disappearance of money or securities, and forgery. Said policy shall also contain endorsements thereto covering any persons who serve the Association without compensation. Where a Managing Agent has the responsibility of handling or administering funds of the Association, the Managing Agent shall be required to maintain fidelity bond coverage in an amount to comply with the regulations of the Veterans Administration for its officers, employees and agents handling or responsible for funds of or administered on behalf of the Association. Said fidelity bonds shall name the Association as obligee.

(e) Other. Such other insurance as the Board shall deem necessary or expedient to carrying out the Association's functions, including errors and omissions insurance with respect to the actions of the Board, officers or any Managing Agent of the Association.

The Association shall be deemed trustee of the interests of all Members in all insurance proceeds, and shall have full power to receive and to deal with such proceeds.

SECTION 13.02. Form of Association Insurance. The insurance policy or policies obtained by the Association shall provide that it or they cannot be terminated, canceled or substantially modified by either the insured or the insurance company until after twenty (20) days' prior written notice is first given to the Association and to any other named insured. Any insurance policy may contain such deductible provisions as the Board deems consistent with good business practice. Certificates of insurance coverage or copies of insurance policies shall be issued to each Owner and each Mortgagee who makes written request as provided herein to the Association for any such certificate or copy of an insurance policy.

SECTION 13.03. Types of Insurance to be Carried by the Owners. Each Owner shall obtain from a company duly authorized to do business in the State of Colorado and shall keep in full force and effect at all times casualty insurance covering the Dwelling Unit located on said Owner's Lot against loss or damage by fire and lightning, vandalism and malicious mischief, under extended coverage and all-risk endorsements, the amount of such insurance to be not less than the full insurable replacement value of the Dwelling Unit. Each Owner shall also be responsible for obtaining such other insurance he deems desirable, including, without limitation, casualty insurance covering furnishings and personal property belonging to that Owner and insurance covering personal liability of that Owner. The Association shall have no responsibility for obtaining any of the aforesaid insurance or assuring that the Owner does so. Any insurance policy obtained by an Owner shall be such that it will not diminish or adversely affect or invalidate any insurance or insurance recovery under policies carried by the Association and shall, to the extent possible, contain a waiver of the right of subrogation by the insurer as to any claim against the Association, its officers, directors, agents and employees and against other Owners.

ARTICLE XIV

CASUALTY DAMAGE AND DESTRUCTION

SECTION 14.01. Repair and Reconstruction. The phrase "repair and reconstruction" of Improvements as used in this Article means restoring the Improvements to substantially the same condition in which they existed immediately prior to the damage, with each Improvement having the same boundaries as before.

SECTION 14.02. Damage to Courtyard Common Area or Public Sidewalk Area. As soon as practicable after an event causing damage to or destruction of any part of the Courtyard Common Area or Public Sidewalk Area, the Association shall obtain reliable and complete estimates of the costs for repair and reconstruction of that part of the Courtyard Common Area or Public Sidewalk Area damaged or destroyed.

(a) Sufficient Insurance Proceeds. Subject to the provisions of Section 14.02(c) below, if the insurance proceeds with respect to the Courtyard Common Area or Public Sidewalk Area damaged or destroyed are sufficient to pay the costs of repair and reconstruction thereof, the Association shall, as soon as practicable, diligently pursue to completion the repair and reconstruction of that part of the Courtyard Common Area or Public Sidewalk Area damaged or destroyed. The Association may take all appropriate action to effect repair or reconstruction and no consent or other action by any Owner shall be necessary in connection therewith. Such repair and reconstruction shall be substantially in accordance with this Declaration and the original Plans and Specifications. If there is a balance of insurance proceeds after payment of all costs of repair and reconstruction of the damaged or destroyed Courtyard Common Area or Public Sidewalk Area, such balance shall be apportioned among the Owners equally and distribution of said apportioned amounts by the Association shall be by checks payable jointly to Owners and the first Mortgagee of their respective Lots, if any.

(b) Insufficient Insurance Proceeds. Subject to the provisions of Section 14.02(c) below, if the insurance proceeds with respect to the Courtyard Common Area or Public Sidewalk Area damaged or destroyed are insufficient to pay the costs of repair and reconstruction thereof, the Association shall present to the Members a notice of special assessment for approval by the membership in accordance with Section 12.05 hereof, which special assessment shall be in an amount sufficient to provide funds to pay the costs of repair and reconstruction of that portion of the Courtyard Common Area or Public Sidewalk Area damaged or destroyed. If said special assessment is approved by the Members, the Association shall levy and collect the special assessment as provided in Article XII hereof and thereafter shall diligently pursue to completion the repair and reconstruction of that part of the Courtyard Common Area or Public Sidewalk Area damaged or destroyed. Such repair and reconstruction shall be substantially in accordance with this Declaration and the original Plans and Specifications. If there is a balance from the special assessment after payment of all costs of such repair and reconstruction, such balance shall be distributed by the Association to the Owners in proportion to the contributions each Owner made. If the aforesaid special assessment is not approved by the Members, the insurance proceeds may be applied in accordance with the wishes of the membership, as determined in the case of damage or destruction to all of the Courtyard Common Areas or to all or a portion of the Public Sidewalk Area by a vote of fifty-one percent (51%) of the votes held by Class A Members and fifty-one percent (51%) of the votes held by Class B Members present, either in person or by proxy, at a meeting duly called for this purpose, which meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof and as determined in the case of damage or destruction to one or more (but less than all) of the Courtyard Common Areas by a vote of two-thirds (2/3) of the Owners of Lots within the Cluster Area(s) of which the damaged or destroyed Courtyard Common Area(s) is a part. Any such decision of the membership must be approved by two-thirds (2/3) of the first Mortgagees of those Owners entitled to vote with respect to the same (based upon one (1) vote for each first Mortgage owned). In all events, at a minimum, the damaged structures on the Courtyard Common Area shall be demolished and the Courtyard Common Area cleaned-up and any insurance proceeds remaining shall not be distributed to the Owners unless made jointly payable to Owners and the first Mortgagee of their respective Lots, if any.

(c) Decision Not to Rebuild. If the Board determines not to rebuild any Courtyard Common Area or Public Sidewalk Area so damaged or destroyed, or to rebuild facilities substantially different from those which were damaged or destroyed, it shall call a special meeting of the Members to consider such decision. Any such special meeting shall comply with the notice and quorum requirements set forth in Section 19.02 hereof. If the Members, by two-thirds (2/3) of the total number of votes cast at such meeting, and two-thirds (2/3) of the first Mortgagees (based upon one (1) vote for each first Mortgage owned) and, in the case of damage or destruction to one or more (but less than all) of the Courtyard Common Areas, two-thirds (2/3) of the Owners of Lots within the Cluster Area(s) of which the damaged or destroyed Courtyard Common Area(s) is a part elect to ratify such decision, the Board shall act accordingly; but if the Members or the first Mortgagees do not by such percentage elect to ratify such decision, the Association shall proceed to repair and reconstruct the Courtyard Common Area or Public Sidewalk Area damaged or destroyed pursuant to subsection (a) or (b), as the case may be, of this Section 14.02.

Notwithstanding the foregoing, if the damage or destruction to all or a portion of the Courtyard Common Area or the Public Sidewalk Area is caused by the negligent or willful or tortious act of an Owner, member of his family, his agents, employees, invitees, licensees or lessees, the Association shall, as soon as practicable, diligently pursue to completion the repair and reconstruction of the Courtyard Common Area or the Public Sidewalk Area damaged or destroyed and the costs of such repair and reconstruction shall be assessed to such Owner by the Association pursuant to Section 12.08 hereof and shall be added to and become part of the assessments to which such Owner's Lot is subject and shall be an addition to any annual or special assessments to which such Owner's Lot is subject.

SECTION 14.03. Damage to Improvements on Lots. In the event of damage or destruction to the Improvements on a Lot, the Owner of said Lot, except with respect to a parking space located on more than one Lot, in which case the exclusive easement holder of that parking space, shall repair and reconstruct the same, which repair and reconstruction shall be commenced within a reasonable time after the date of the event causing the damage or destruction but in no event more than four (4) months after said date and shall be completed within a reasonable time after commencement but in no event more than one (1) year after the date of the event causing the damage or destruction. Such repair and reconstruction shall be accomplished in a workmanlike manner with materials comparable to those used in the original structure, in substantial accordance with this Declaration and the original Plans and Specifications, and in conformity in all respects with the laws or ordinances regulating the construction of buildings in force at the time of such repair and reconstruction. In addition, the Owner shall remove all debris from the Lot and restore the Lot to a sightly condition. The cost of such repair and reconstruction shall be borne solely by the Owner of said Lot. Any such Improvement damaged or destroyed, when rebuilt or repaired, shall be substantially similar to, and its architectural design and landscaping shall be in conformity with, the design of the original Improvement and the surrounding Improvements which are not so damaged or destroyed. The Owner shall not be relieved of this obligation to repair and reconstruct by the fact that insurance proceeds received by the Owner are not sufficient to cover the cost thereof.

Notwithstanding the preceding paragraph of this Section 14.03, the Owners and first Mortgagees of any or all of the destroyed or damaged Improvements may agree that the destroyed or damaged Improvements shall forthwith be demolished and all debris and rubble caused by such demolition be removed and the Lot(s) regraded and landscaped to the satisfaction of the Board. The cost of such landscaping and demolition work on any Lot shall be paid for by the Owner of said Lot.

ARTICLE XV

CONDEMNATION OF COURTYARD COMMON AREA

If at any time or times during the continuance of ownership pursuant to this Declaration, all or any part of the Courtyard Common Area shall be taken in eminent domain or condemned by any public authority or sold or otherwise disposed of in lieu thereof (hereinafter called "condemned"), the following provisions of this Article shall apply.

SECTION 15.01. Proceeds. All compensation, damages or other proceeds from the condemnation of all or any part of the Courtyard Common Area, the sum of which is hereinafter called the "Condemnation Award", shall be payable to the Association.

SECTION 15.02. Complete Taking. In the event that all of any Courtyard Common Area is condemned, the Condemnation Award shall be apportioned equally among the Owners of the Lots within the Cluster Area of which the condemned Courtyard Common Area is a part and, on the basis of this principal, the Association shall as soon as practicable determine the share of the Condemnation Award to which each such Owner is entitled. The Association shall distribute the Condemnation Award as soon as practicable thereafter to the Owners of the Lots in the aforesaid Cluster Area in the shares so determined, such distribution to be made by checks payable jointly to said Owners and the first Mortgagee of their respective Lots, if any.

Evidence sufficient to establish the truth of the certification by the Association on any recorded amendatory instrument shall be retained by the Association in its permanent files. Upon written request as herein provided, any first Mortgagee shall be entitled to timely written notice from the Association of any amendment of this Declaration. No amendment of any provision of this Declaration shall in any way affect the priority of any lender or holder of a recorded first Mortgage or an executory land sales contract wherein the Administrator of Veterans Affairs, an officer of the United States of America, is identified as the seller, whether or not said contract is recorded, except upon the express written consent of such lender or holder; provided, however, that after the foreclosure of any such first Mortgage or executory land sales contract, or after cancellation or forfeiture of any such executory land sales contract, or any conveyance in lieu of foreclosure, the property which was subject to such first Mortgage or executory land sales contract shall be fully subject to such amendment.

ARTICLE XIX

GENERAL PROVISIONS

SECTION 19.01. Registration of Mailing Address: Notices. Each Owner shall register his mailing address with the Association as may be further provided in the Bylaws of the Association and all notices, requests or demands intended to be served upon any Owner shall be sent to such registered address or to the residence of such Owner in The Overlook if no address has been registered with the Association. Any Mortgagee shall be entitled to such notices as herein specified upon making written request therefor, specifying the address to which such notices are to be sent and the Lot or other property in which he holds an interest. Unless such request is made, no Mortgagee shall be entitled to any notice provided for in this Declaration. Any notice referred to in this Section shall be in writing and may be delivered either personally or by mail. If delivery is by mail, it shall be deemed to have been delivered on the third day (other than a Sunday or a legal holiday) after a copy of the same has been deposited in the regular United States mail, postage prepaid, addressed to the Owner or Mortgagee, as appropriate, at their address as provided above. All notices, requests and demands intended to be served upon the Association shall be given by registered or certified mail, postage prepaid, to the address of the Association as designated in the Articles of Incorporation or the Bylaws of the Association.

SECTION 19.02. Notice and Quorum Requirements for Certain Meetings. Written notice of any meeting called for the purpose of taking any action authorized under Sections 11.04(c), 11.05(d), 12.03, 12.05, 14.02 and 15.02 hereof shall be sent to all Members not less than ten (10) days nor more than thirty (30) days in advance of the meeting. At the first such meeting called, 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, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the proceeding meeting.

SECTION 19.03. Payment of Taxes and Insurance by First Mortgagees. The first Mortgagees of the Lots may, jointly or singly, pay taxes and other charges which are in default and which may or have become a charge against any Courtyard Common Area and may pay overdue premiums on hazard insurance policies, or secure new hazard, insurance coverage on the lapse of a policy, for such Courtyard Common Area and any such first Mortgagees making such payments shall be owed immediate reimbursement therefor from the Association.

SECTION 19.04. Interpretation . The provisions of this Declaration shall be liberally construed to effectuate their purposes of creating a uniform plan for the development of the Lots subject hereto and of promoting and effectuating the fundamental concepts of The Overlook as set forth in the RECITALS and DECLARATION of this Declaration. This Declaration shall be construed and governed under the laws of the State of Colorado.

SECTION 19.05. Severability. If any of the provisions of this Declaration or any paragraph, sentence, clause, phrase or word or the application thereof in any circumstance be invalidated, such invalidity shall not affect the validity of the remainder of this Declaration, and the application of any such provision, paragraph, sentence, clause, phrase, or word in any other circumstance shall not be affected thereby.

SECTION 19.06. Rule Against Perpetuity. If any of the options, privileges, covenants or rights created by this Declaration shall be unlawful or void for violation of the rule against perpetuity or some analogous statutory provision, then such provisions shall continue only for the period of twenty-one (21) years after the death of the last to die of the group composed of Richard D. Albergue, Stephen M. Weinberg and William H. Hart, and their now living descendants.

SECTION 19.07. Numbers and Genders. Whenever used herein, unless the context shall otherwise provide, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall include all genders.

SECTION 19.08. Warranty. Declarant disclaims any intent to warrant or make representations except as expressly set forth in this Declaration.

SECTION 19.09. Successors and Assigns. This Declaration shall be binding upon and shall inure to the benefit of Declarant, the Association and each Owner, and the heirs, personal representatives, successors and assigns of each of them.

SECTION 19.10. Captions. All captions and titles used in this Declaration are intended solely for convenience of reference and shall not enlarge, limit or otherwise affect that which is set forth in any paragraph, section or article hereof.

SECTION 19.11. Veterans Administration Approval. As long as there is a Class B membership pursuant to Section 11.02 hereof, the following actions shall require the prior approval of the Veterans Administration: (1) annexation of additional real property pursuant to Article II hereof; (2) amendment of this Declaration; (3) amendment of the Articles of Incorporation of the Association; (4) amendment of the Bylaws of the Association; (5) merger, consolidation or dissolution of the Association; (6) mortgaging of the Courtyard Common Area or any part thereof by the Association; (7) conveyance of the Courtyard Common Area or any part thereof by the Association; and (8) entering into of any independent contract with a Managing Agent as is described in Section 11.04(c) hereof.

SECTION 19.12. Claims. No claim or cause of action shall accrue in favor of any person in the event of the invalidity of any covenant or provision of this Declaration or for failure of the Association or Declarant to enforce any covenant or provision hereof. This Section may be pleaded as a full bar to the maintenance of any suit, action or arbitration brought in violation of the provisions of this Section. This Section is not to be construed or deemed to be a waiver by any Owner of his right to enforce, at his own expense, any covenant or provision hereof pursuant to Section 17.01 above.

SECTION 19.13. Declarant's Successors. Any right, privilege, immunity, exemption, or duty enjoyed or imposed upon Declarant hereunder shall devolve upon the heirs, successors or assigns of Declarant's role as Declarant. Declarant may designate its successor by recorded instrument specifically setting forth that the role of Declarant is thereby transferred.

SECTION 19.14. Cross-Default. To the extent an owner is in violation of or in default under the Declaration of Covenants, Conditions and Restrictions, Bylaws, Rules, or any other document governing The Piney Creek Maintenance Association, Inc., such owner to the same extent shall be in default under this Declaration, and the Association shall have all rights and remedies as provided in this Declaration, in the event of a violation or default hereunder, with respect to such default under the Declaration of Covenants, Conditions and Restrictions, Bylaws, Rules, or such other documents governing The Piney Creek Maintenance Association, Inc.

IN WITNESS WHEREOF, Declarant has executed this Declaration of Covenants, Conditions and Restrictions for The Overlook at Piney Creek as of the day and year first above written.