Covenants Page 6

BYLAWS:

(8) Liens (cont.):

The Board may at any time, in its discretion, prepare and record a certificate evidencing the release or satisfaction of any lien created by ths paragraph 8 or stating the amount of indebtedness secured by such lien. Any such certificate executed and acknowledged by a majority of the board shall be conclusive upon the board and the owners as to the statements contained therein, in favor of all persons who rely thereon in good faith.

(9) MORTGAGE PROTECTION:

Notwithstanding all other provisions thereof:

(A) The liens hereunder upon any lot shall be subject and subordinate to, and shall not affect the rights of the holders of the indebtedness secured by, any mortgages, conditional sales contract or deed of trust upon such lot now or hereafter recorded and made in good faith and for value; provided that after the foreclosure of or sale under any such mortgage or deed of trust, there shall be a lien on the interest of the purchaser at such foreclosure or sale to secure all assessments whether regular or special, assessed hereunder to such purchaser as an owner after the date of such foreclosure or sale, which lien shall have the same effect and be enforced in the same manner as provided herein;

(B) No amendment of this instrument shall affect the rights of the holder of any such mortgage, conditional sales contract or deed of trust recorded prior to recordation of such amendment unless such holder shall join in the execution of such amendment;

(C) A majority of the board is authorized an empowered, in its discretion, to execute and deliver on behalf of all owners, an instrument, expressly subordinating the liens created under paragraph 8 hereof to any other mortgage, deed of trust or other encumbrance or lien.

(10) AUDIT:

Any owner may, at any time and at his own expense, cause an audit or inspection to be made of the books and records of the manager and the board. The books and records shall be available for inspection by any owner at all reasonable times.

(11) INTERPRETATION:

The provisions of this instrument shall be liberally construed to effectuate its purpose of maintaining water and sewer systems, common areas and roads. A failure to enforce any provision hereof shall not constitute a waiver of the right to enforce said provision or any other provision hereof.

(12) AMENDMENT:

Except as otherwise expressly provided herein, the provisions of this instrumetn may be amended by an instrument in writing signed and acknowledged by the record owners holding at least seventy-five (75%) of the ownership of the lots, which amendment shall be effective upon recordation in the office of the County Auditor.

(13) SEVERABILITY:

The provisions hereof shall be indepedant and severable, and the invalidity or unenforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.