Covenants, Conditions, Restrictions and Easements

The following Covenants, Conditions, and Restrictions were filed & recorded with Okanogan County June 01, 2001, recording number 3034705. This file was created for clarification & readability. Hardcopies of the originally signed documents can be obtained from Okanogan County.

METHOW VALLEY, LLC, a Washington limited liability company (Declarant), hereby submits to this Restated and Amended Declaration of Covenants, Conditions, Restrictions, and Easements for Wilson Ranch (Declaration) certain real property located in Okanogan County, Washington, and more particularly described on EXHIBIT A (Property), in order to create an integrated and planned community of residential, recreational, and limited commercial uses Wilson Ranch).

ARTICLE

STATEMENT OF PURPOSE AND IMPOSITION OF COVENANTS

1.3. Statement of Purpose. This Declaration is imposed for the benefit of all owners of parcels of land located within the Property.This Declaration creates specific rights and privileges which may be shared and enjoyed by all owners and occupants of any part of the Property.

1.4. Declarant's Intent. The intent of this Declaration is to ensure that development of the Property is respectful of environmental qualities of the Methow Valley, consistent with the existing rural character of the Valley and sensitive to the need for effective water conservation, wildlife protection, and wildfire prevention.Furthermore, Declarant desires to ensure the attractiveness of the individual lots and parcels and facilities developed within the Property; to prevent any future impairment of the Property; and to preserve, protect, and enhance the values and amenities of the Property.Declarant intends to encourage the construction of attractive permanent improvements of appropriate architectural and engineering design, located to preserve the harmonious development of the Property.Declarant desires and intends to develop a quality project on the Property consisting of limited commercial facilities, residential facilities and certain recreational facilities and amenities.

ARTICLE 2.

DEFINITIONS

2.1. Articles or Articles of Incorporation shall mean the Articles of Incorporation of the Association which have been filed with the Secretary of State to create the Association.

2.2. Assessments shall mean annual, special, and default Assessments levied pursuant to Article 4 below to meet the estimated cash requirements of the Association.

2.3. Association shall mean the Wilson Ranch Association, a nonprofit membership corporation, or any successor of the Association by whatever name, charged with the duties and obligations set forth in this Declaration.

2.4. Board of Directors or Board shall mean the Board of Directors of the Association, which is the governing body of the Association.

2.5. Building shall mean a building or structure constructed on a Lot or Tract.

2.6. Building Envelope shall mean the building site or area within a Lot where a Building or other Improvement shall be located, always subject to the prior written approval of the Design Review Committee.

2.7. Bylaws shall mean the Bylaws of the Association which establish the methods and procedures of its operation.

2.8. Common Area shall mean the real property in which the Association owns an interest for the common use and enjoyment of all of the Members.Such interest may include, without limitation, estates in fee, for terms of years, or easements.

2.9. Condominium Map shall mean any condominium survey map and plans recorded pursuant to the Washington Condominium Act, RCW ch. 64.34, as amended from time to time, to create a condominium project on any portion of the Property.

2.10. Condominium Unit shall mean a condominium unit, as defined in the Washington Condominium Act, RCW ch. 64.34, as amended from time to time.

2.11. Declarant shall mean Methow Valley, LLC, a Washington limited liability company, or its successors or assigns.

2.12. Design Guidelines shall mean the guidelines and rules published and amended and supplemented from time to time by the Design Review Committee.

2.13. Design Review Committee or Committee shall mean the committee formed pursuant to Article 6 below to maintain the quality and architectural harmony of Improvements in Wilson Ranch.

2.14. Improvements shall mean all Buildings and structures, parking areas, loading areas, fences, walls, hedges, plantings, poles, driveways, ponds, lakes, Recreational Facilities, signs, changes in any exterior color or shape, excavation and all other site work, including, without limitation, grading, road construction, utility improvements, removal of trees or plantings, and any new exterior construction or exterior improvement which may not be included in the foregoing. Improvements do not include turf, shrub, or tree maintenance or replacement.“Improvements” do include both original improvements and all later changes and improvements.

2.15. Lot shall mean a parcel of land designated as a lot on any Plat of Wilson Ranch and reserved for any purpose other than Recreational Facilities.For purposes of this Declaration, Lot shall also be deemed to mean any Condominium Unit created by the recording of a Condominium Map within Wilson Ranch.

2.16. Maintenance Fund shall mean the fund created by Assessments and fees levied pursuant to Article 4 below to provide the Association with the funds required to carry out its duties under this Declaration.

2.17. Manager shall mean such person or entity retained by the Board of Directors to perform certain functions of the Board pursuant to this Declaration or the Bylaws.

2.18. Member shall mean any person or entity holding membership in the Association.

2.19. Mortgage shall mean any mortgage, deed of trust, or other document pledging any portion of the Property or interest therein as security for the payment of a debt or obligation. First Mortgage means any Mortgage which is not subject to any lien or encumbrance except liens for taxes or other liens which are given priority by statute.

2.20. Mortgagee shall mean a beneficiary of a Mortgage as well as a named mortgagee. First Mortgagee means any person named as a Mortgagee under a Mortgage, or any successor to the interest of any such person under a Mortgage, which Mortgage is not subject to any lien or encumbrance except liens for taxes or other liens which are given priority by statute.

2.21. Open Space shall mean all real property designated as open space by Declarant in Wilson Ranch which is to remain unplatted, natural open space after completion of all platting by Declarant in accordance with any Plat of Wilson Ranch approved by Okanogan County, Washington.

2.22. Owner shall mean the record owner, whether one or more persons or entities, of a fee simple title to any Lot, but shall not mean or refer to any person or entity who holds such interest merely as security for the performance of a debt or other obligation, including a Mortgage, unless and until such person or entity has acquired fee simple title pursuant to foreclosure or other proceedings.

2.23. Plat shall mean any plat, boundary line adjustment or planned development maps affecting the Property recorded in the official records of Okanogan County, Washington, as such maps may be amended from time to time.

2.24. Property shall mean and include the Property initially subjected to this Declaration and any additional real property from time to time made subject to this Declaration.

2.25. Recreational Facilities shall mean the recreational facilities or amenities included as part of the Common Area.

2.26. Supplemental Covenants shall mean additional or further restrictive covenants imposed on a portion or portions of the Property from time to time.

2.27. Tract shall mean a parcel of land designated as a tract on a plat of Wilson Ranch and reserved for non‑residential and non‑commercial uses.

2.28. Voting Unit shall mean any one of the interests in the Property designated in Section 3.4 below, to which a right to vote in Association matters is allocated.

2.29. Wilson Ranch shall mean the planned community created by this Declaration, consisting of the Property and all of the Improvements located on the Property.

2.30. Wilson Ranch Documents shall mean the basic documents creating and governing Wilson Ranch, including, but not limited to, this Declaration, the Articles of Incorporation and Bylaws of the Association, the Design Guidelines, and any procedures, rules, regulations or policies adopted under such documents by the Association or the Design Review Committee.

2.31. Wilson Ranch Rules shall mean the rules adopted by the Association as provided in Section 3.6 below.

ARTICLE 3.

THE ASSOCIATION

3.1. Dedication of Common Area.Declarant hereby deeds to the Association certain parts of the Property as designated on the Plat of Wilson Ranch as Common Area for the common use of the Owners in Wilson Ranch.In addition, Declarant reserves the right to deed to the Association additional parts of the Property as Common Area.The designated areas are dedicated hereby to the common use and enjoyment of Owners, and their family, tenants, employees, guests and invitees.Recreational Facilities and related Common Areas shall, to the extent consistent with their use by the Owners, be made available to the public, subject to such reasonable rules and fees as may be adopted by the Association.

3.2. Association's Responsibility for Common Area.The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the management and control of the Common Area dedicated under Section 3.1 above and all Improvements on the Common Area (including furnishings and equipment related thereto), and shall keep it in good, clean, and attractive, condition and repair consistent with the requirements of a first‑class planned community, pursuant to the terms and conditions of this Declaration.

3.3. Membership.Every Owner, by virtue of being an Owner, and for so long as such party is an Owner, shall be a Member of the Association.Membership shall be appurtenant to and may not be separated from ownership of any Lot.No Owner, whether one or more persons, shall have more than one membership per Lot, owned, but all of the persons owning each Lot shall be entitled to rights of membership and of use and enjoyment appurtenant to such ownership.

3.4. Classes of Membership and Voting Rights.The Association shall have two classes of voting membership:

Class A: Class A Members shall be all Owners, with the exception of Declarant.Each Class A Member shall be entitled to a specific number of votes, figured as follows:

(i) one vote for each Lot, according to the Plat recorded in the official records of Okanogan County, Washington;

(ii) one vote for each residential Condominium Unit as shown on a Condominium Map recorded in the official records of Okanogan County, Washington;

(iii) in the case of a hotel , one-half (1/2) vote for each hotel room as noted in a statement of allocated votes signed by Declarant and filed with the Secretary of the Association, regardless of whether any such room is a Condominium Unit so long as it is operated for hotel purposes.

The ownership interests enumerated in paragraphs (i) through (iii) above, are sometimes referred to as “Voting Units” in this Declaration.When more than one person holds an interest in any Voting Unit, all such persons shall be Members.The vote for such Voting Unit shall be exercised as the Owners among themselves determine, and the Secretary of the Association shall be notified of such designation prior to any meeting.In the absence of such advice, the vote allocated to the Voting Unit shall be suspended in the event more than one person or entity seeks to exercise the right to vote.

Class B: The Class B member(s) shall be Declarant and any successor of Declarant who takes title to all or part of the Property for the purpose of development and sale and who is designated as a successor Declarant in a recorded instrument executed by Declarant.Class B members shall be entitled to three votes for each Voting Unit owned.The Class B membership shall terminate on either of the following dates, whichever occurs earlier:

3.4.2 the date on which Declarant voluntarily relinquishes its Class B membership, as evidenced by a notice recorded in the official records of Okanogan County, Washington.

From and after the termination of the Class B membership, the Declarant and any designated successor Declarant shall be entitled to one vote for each Voting Unit owned.At such time, Declarant shall call a meeting of Owners, as provided by the Bylaws for special meetings, to advise the membership of the termination of Class B status and to transfer control of the Association to the Owners.

3.5. Compliance with Documents.Each Owner shall abide by and benefit from the provisions, covenants, conditions, and restrictions contained in the Wilson Ranch Documents.

3.6. Rules and Regulations.The Association, from time to time and subject to the provisions of the Wilson Ranch Documents, may adopt, amend and repeal rules and regulations, to be known as the "Wilson Ranch Rules," governing, among other things and without limitation:

3.6.3 Collection and disposal of garbage and trash;

3.6.4 The burning of open fires and the operation of woodstoves and fireplaces;

3.6.6 Parking restrictions and limitations;

3.6.7 The posting of maximum speeds for vehicular traffic and other traffic rules;

3.6.8 Establishment of times or other restrictions when commercial vehicles may be permitted to use any or all of the roads;

3.6.9 The types of vehicles (other than conventionally equipped passenger automobiles) and the times when any vehicle or motorized vehicle or device may be permitted to use the roads within Wilson Ranch or any other area of the Property; and

A copy of the Wilson Ranch Rules in effect shall be distributed to each Member of the Association, and any change in the Wilson Ranch Rules shall be distributed to each Member within a reasonable time following the effective date of the change.

3.7. Cooperation with Okanogan County.The Association, in cooperation with Okanogan County, shall provide for the enforcement of the Wilson Ranch Rules, and the comprehensive control and furnishing of services to the Property.The Association shall in all respects cooperate with the County to enable both the Association and the County to most efficiently and economically provide their respective services to Owners.It is contemplated that from time to time either the County or the Association may use the services of the other in the furtherance of its obligations, and they may contract with each other to better provide for such cooperation.

3.8. Assistance to Design Review Committee.The Association shall in all respects cooperate with and assist the Design Review Committee in the complete attainment of the Committee’s functions, and in the enforcement of its guidelines, rules, regulations, and decisions.

3.9. Manager.The Association may employ or contract for the services of a Manager, provided that no such employment shall be by a contract having a term of more than three (3) years, and each such contract shall be subject to cancellation by the Association on ninety (90) days or less prior notice without cause and without payment of a termination fee.The Manager shall not have the authority to make expenditures for additions or improvements chargeable against the Maintenance Fund except upon specific prior approval and direction by the Board.The Board shall not be liable for any omission or improper exercise by a Manager of any such duty, power, or function so delegated by written instrument executed by or on behalf of the Board.

3.10. Ownership of Personal Property and Real Property for Common Use.The Association, through action of its Board of Directors, may acquire, hold, and dispose of tangible and intangible personal property and real property.The Board, acting on behalf of the Association, shall accept any real or personal property, leasehold, or other property interests within Wilson Ranch and conveyed to the Association by Declarant.

3.11. Roads Within Wilson Ranch.The Association shall be responsible for the maintenance of all roads (but not private driveways) within Wilson Ranch; provided, however, that the public is hereby granted the right to use such roads, subject to the Wilson Ranch Rules.Such maintenance will include periodic maintenance of the surface and regular snow removal.The Board shall cooperate with County traffic and fire control officials, to post Common Area roads and streets with traffic control, fire lane, and parking regulation signs.

3.12. Books and Records.The Association shall make available for inspection, upon request, during normal business hours or under other reasonable circumstances, to Owners and Mortgagees, current copies of the Wilson Ranch Documents, and the books, records, and financial statements of the Association prepared pursuant to the Bylaws.The Association may charge a reasonable fee for copying such materials.

3.13. Successor to Declarant.The Association shall succeed to all of the rights, duties and responsibilities of Declarant under this Declaration upon termination of the Class B membership in accordance with Section 3.4.The Association may delegate any of such rights, duties or responsibilities to the Design Review Committee or to any other committee or entity, which it may choose to form.

3.14. Implied Rights and Obligations.The Association may exercise any other right or privilege given to it expressly by the Wilson Ranch Documents, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to the Association under this Declaration or reasonably necessary to effectuate any such right or privilege.The Association shall perform all of the duties and obligations imposed on it expressly by the Wilson Ranch Documents, together with every other duty or obligation reasonably to be implied from the express provisions of the Wilson Ranch Documents or reasonably necessary to satisfy any such duty or obligation.

ARTICLE 4.

COVENANT FOR MAINTENANCE ASSESSMENTS

4.1. Creation of the Lien and Personal Obligation for Assessments.The Declarant, for each Lot owned within the Property, hereby covenants, and each Owner of any Lot, by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed, are deemed to covenant and agree to pay to the Association:(1) annual Assessments or charges as provided in this Declaration for the purpose of funding the Maintenance Fund; (2) special Assessments for capital improvements and other purposes as stated in this Declaration, such annual and special Assessments to be fixed, established, and collected from time to time as provided below; and (3) default Assessments which may be assessed against an Owner’s Lot pursuant to the Wilson Ranch Documents for failure to perform an obligation under the Wilson Ranch Documents or because the Association has incurred an expense on behalf of the Owner under the Wilson Ranch Documents.The annual, special, and default Assessments, together with interest, costs, and reasonable attorneys’ fees, shall be a charge on the land and shall be a continuing lien upon the Lot against which each such Assessment is made until paid.Each such Assessment, together with interest, costs, and reasonable attorneys’ fees, shall also be the personal obligation of the Owner of such Lot at the time when the Assessment fell due.Assessments on Condominium Units shall be levied against each Unit, but each condominium association is hereby designated as the agent of each Owner of a Condominium Unit within such project for receipt of notices of Assessment and the collection of Assessments and remittance to the Association.

4.2. Purpose of Assessments.The Assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the Owners and occupants of Wilson Ranch and for the improvement and maintenance of the Common Area, including, but not limited to, the payment of taxes and insurance on the Common Area, and repair, replacement, and additions to any Improvements on the Common Area, reserve accounts, the cost of labor, equipment, materials, management, and supervision, and the salary or fee of the Manager.

4.3. Calculation and Apportionment of Annual Assessments.Not less than thirty (30) days before the end of the Association’s fiscal year, the Board of Directors shall prepare a budget estimating its net cash flow requirements for the next year and an estimate of the Assessments to be charged each Owner, and the Board shall distribute the proposed budget to the Owners.Each budget shall include funds for establishing and maintaining reserves for periodic repairs, replacement, and maintenance of any improvements on the Open Space which must be replaced on a periodic basis, and for taxes, capital improvements, deficiencies from the prior year’s Maintenance Fund, and other purposes, and shall include any expected income and surpluses from the prior year’s Maintenance Fund.

At the time the proposed budget is distributed to the Owners, the Board shall provide notice of the date for a meeting of the Owners to consider ratification of the budget, which date shall be not less than fourteen (14) nor more than sixty (60) days after distribution of the budget.Unless at that meeting, the Owners holding a majority of the votes in the Association reject the budget, the budget is ratified, whether or not a quorum is present.In the event the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the Owners shall be continued until such time as the Owners ratify a subsequent budget proposed by the Board.If the Board proposes a supplemental budget during a fiscal year that results in a increase in Assessments, such budget shall not take effect unless ratified by the Owners in accordance with this Section 4.3.

4.4. Special Assessments.In addition to the annual Assessments authorized by Section 4.1 above, the Board of Directors may levy in any fiscal year one or more special Assessments, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, or to make up any shortfall in the current year's budget.Ratification of the amount and due dates for such special Assessments must be obtained pursuant to the procedure set forth in Section 4.3 above.

4.5. Uniform Rate of Assessment.Both annual and special Assessments must be fixed at a uniform rate for each type of Lot as follows:

4.5.1Residential Property.The rate of Assessment levied against residential Lots shall be uniform but may be varied based upon the Board's reasonable determination that any specific item in the Association’s budget may more directly benefit a certain area or classification of the Property in excess of its proportionate share, or that the Association has been requested to provide services to certain Lots in excess of those to other Lots within Wilson Ranch.

4.5.2Hotel Guest Rooms.The rate of Assessment levied against Lots containing hotel guest rooms shall be 50 percent of the Assessment for a residential Lot for each guest room, the Assessment may be varied based upon the Board’s reasonable determination that any specific item in the Association’s budget may more directly benefit Lots containing hotel guest rooms in excess of their proportionate share or that the Association has been requested to provide services to such Lots containing hotel guest rooms in excess of those to other Lots within Wilson Ranch.

4.5.3 Recreational Facilities.The Recreational Facilities developed by Declarant are conceived to enhance the project, and accordingly will not be assessed under this Declaration unless Declarant in its sole discretion subjects such facilities to an obligation for Assessments.

4.5.4 Vacant Lots.Notwithstanding anything to the contrary herein, vacant Lots shall be assessed at 50 percent of the rate otherwise applicable until the earlier to occur of (i) completion of the Improvements on such Lot or (ii) six (6) months following conveyance of such Lot by Declarant to any Owner. See amendment dated 6/21/2004

4.6. Date of Commencement of Annual Assessments: Due Dates.The annual Assessments shall commence as to all Lots and Condominium Units on the first day of the month following the conveyance of the first Lot to an Owner by Declarant or such later date as may be established by Declarant so long as Declarant pays all actual operating expenses (but not allocations to reserves) during the period of delayed commencement.The first annual Assessment shall be prorated according to the number of months remaining in the calendar year.Assessments shall be collected on a periodic basis as the Board of Directors may determine from time to time, but until the Board directs otherwise, Assessments shall be payable quarterly in advance on the first day of each calendar quarter.Collection of the Association's Assessments in this manner shall not prevent the creation of the Association’s lien against any Lot or the Association's ability to enforce or collect its Assessments as provided under this Declaration if they are not remitted to the Association in a timely manner.

4.7. Default Assessments.All monetary fines assessed against an Owner pursuant to the Wilson Ranch Documents, or any expense of the Association which is the obligation of an Owner or which is incurred by the Association on behalf of the Owner pursuant to the Wilson Ranch Documents, shall be a default Assessment and shall become a lien against such Owner's Lot which may be foreclosed or otherwise collected as provided in this Declaration.Notice of the amount and due date of such default Assessment shall be sent to the Owner subject to such Assessment at least thirty (30) days prior to the due date.

4.8. Effect of Nonpayment of Assessment:Lien; Remedies of Association.Any Assessment installment, whether pertaining to annual, special, or default Assessments, which is not paid within thirty (30) days of its due date shall be delinquent.In the event that an Assessment installment becomes delinquent, the Association, in its sole discretion, may take any or all of the following actions:

4.8.2 assess an interest charge from the date of delinquency at the rate per annum of two points above the prime rate charged by the Association’s bank, or such other rate as shall have been established by the Board of Directors;

4.8.3 suspend the voting rights of the Owner during any period of delinquency;

4.8.4 accelerate all remaining Assessment installments for the fiscal year in question so that unpaid Assessment for the remainder of the fiscal year shall be due and payable at once;

4.8.5 bring an action at law against any Owner personally obligated to pay the delinquent installments;

4.8.6 file a statement of lien with respect of the Lot, and foreclose as set forth in more detail below.

The Association may file a statement of lien by recording in the official records of Okanogan County, Washington, a written statement with respect to the Lot, setting forth the name of the Owner, the legal description of the Lot, the name of the Association, and the amount of delinquent Assessments then owing, which statement shall be duly signed and acknowledged by the President, Vice President, or Manager of the Association, and which shall be served upon the Owner of the Lot by mail to the address of the Lot or at such other address as the Association may have in its records for the Owner.Thirty (30) days following the mailing of such notice, the Association may proceed to foreclose the lien in the same manner as provided for the foreclosure of mortgages under the statutes of the State of Washington.Such lien shall be in favor of the Association and shall be for the benefit of all other Owners.In either a personal or foreclosure action, the Association shall be entitled to recover as a part of the action, the interest, costs, and reasonable attorneys' fees with respect to the action.No Owner may waive or otherwise escape liability for the Assessments provided for herein by nonuse of the Common Area or abandonment of the Owner’s Lot.The remedies provided herein shall not be exclusive, and the Association may enforce any other remedies to collect delinquent Assessments as may be provided by law.

4.9. Successor’s Liability for Assessment.In addition to the personal obligation of each Owner to pay all Assessments thereon and the Association’s perpetual lien for such Assessments, all successors to the fee simple title of a Lot except as provided in Section 4.10 below, shall be jointly and severally liable with the prior Owner or Owners thereof for any and all unpaid Assessments, interest, late charges, costs, expenses, and attorneys' fees against such Lot without prejudice to any such successor's right to recover from any prior Owner any amounts paid by such successor.This liability of a successor shall not be personal and shall terminate upon termination of such successor’s fee simple interest in the Lot.In addition, such successor shall be entitled to rely on the statement of status of Assessments by or on behalf of the Association under Section 4.13 below.

4.10. Subordination of the Lien.The lien of the Assessments provided for in this Declaration shall be subordinate to the lien of any First Mortgage.No sale or transfer shall relieve a Lot from liability for any Assessments or from the lien thereof.However, sale or transfer of any Lot pursuant to a decree of foreclosure or by a public trustee’s foreclosure, or any other proceeding or deed in lieu of foreclosure for the purpose of enforcing a First Mortgage shall extinguish the lien of such Assessments as to installments which became due prior to such sale or transfer, and the amount of such extinguished lien may be reallocated and assessed to all Lots and Condominium Units as a common expense at the direction of the Board of Directors.No sale or transfer shall relieve the purchaser or transferee of a Lot from liability for, nor the Lot from the lien of, any Assessments made after the sale or transfer.

4.11. Notice of Action.Any First Mortgagee who makes a prior written request to the Secretary of the Association and furnishes its name and address and the legal description of the Lot in which it has an interest to the Secretary shall be entitled to timely written notice of any delinquency in payment of an annual, special, or default Assessment levied against the Lot encumbered by its First Mortgage which has continued for a period of sixty (60) days or more.In addition, any such First Mortgagee shall be entitled to cure such delinquency and obtain a release from the lien imposed or perfected by reason of such delinquency.

4.12. Exempt Property.The following portions of the Property shall be exempt from the Assessments, charges, and liens created under this Declaration:

4.12.1 all properties to the extent of any easement or other interest therein dedicated and accepted by Okanogan County, Washington, and devoted to public use;

4.12.3 the Open Space and Common Area including the Recreational Facilities.

4.13. Statement of Status of Assessments.Upon ten (10) days' written notice to the Treasurer of the Association or the Manager and payment of a reasonable fee set by the Association from time to time, any Owner, prospective purchaser, or Mortgagee of a Lot shall be furnished a statement of the account for such Lot setting forth:

4.13.1 the amount of any unpaid Assessments (whether annual, special, or default Assessments), interest, late charges, costs, expenses, and attorneys’ fees then existing against a particular Lot;

4.13.2 the amount of the current periodic installments of the annual Assessment and the date through which they are paid; and

The information contained in such statement, when signed by the Treasurer or Manager, shall be conclusive upon the Association as to the person or persons to whom such statement is issued and who rely on it in good faith.

4.14. Failure to Assess.The omission or failure of the Board to fix the Assessment amounts or rates or to deliver or mail to each Owner an Assessment notice shall not be deemed a waiver, modification, or a release of any Owner from the obligation to pay Assessments.In such event, each Owner shall continue to pay annual Assessments on the same basis as for the last year for which an Assessment was made until a new Assessment is made, at which time any shortfalls in collections may be assessed retroactively by the Association.

ARTICLE 5.

PROPERTY RIGHTS OF OWNERS

5.1. Owners:Easements of Enjoyment. Every Owner shall have a nonexclusive easement for the use and enjoyment of the Open Space and the Common Area which shall be appurtenant to and shall pass with the title to every Lot, subject to the easements set forth in this Article.

5.2. Delegation of Use. Any Owner may delegate, in accordance with the Wilson Ranch Documents, his right of enjoyment in the Common Area, Open Space and facilities to his tenants, employees, family, guests or invitees.

5.3. Recorded Easements. The Property, and all portions thereof, shall be subject to all easements shown on any recorded Plat affecting the Property, or any portion thereof, and to any other easements of record or of use as of the date of recordation of the Original Declaration.

5.4. Easements for Encroachments. The Property, and all portions thereof, shall be subject to an easement of up to three feet from the Lot lines or Common Area boundaries or Open Space boundaries for the actual extent of encroachments created by construction as designed or constructed by the Declarant or any Owner and for settling, shifting, and movement of any portion of the Property, except that no such easement is created for an encroachment which is the result of willful conduct or gross negligence on the part of Declarant, an Owner, a tenant, the Association, or any other person or entity.A valid easement for any encroachments and for their maintenance shall exist.Such encroachments shall not be considered to be encumbrances upon any part of the project.Encroachments referred to include, but are not limited to, encroachments caused by error (other than gross negligence) in the original construction of Improvements on any Lot, by settling, rising, or shifting of the earth, or by changes in position caused by repair or reconstruction of any Improvements on the Property.

5.5. Utility Easements. There is hereby created a general easement upon, across, over, in, and under the Property for ingress and egress and for installation, replacement, repair, and maintenance of all utilities, including but not limited to water, sewer, gas, telephone, and electrical systems.By virtue of this easement, it shall be expressly permissible and proper for the companies providing electrical and telephone and other communication services to install and maintain necessary equipment on the Property and to affix and maintain electrical, communications, and telephone wires, circuits, and conduits under the Property.No water, sewer, gas, telephone, electrical, cable TV, or communications lines, systems, or facilities may be installed or relocated on the surface of the Property unless approved by Declarant prior to termination of the Class B membership, or after such termination, by the Design Review Committee.Such utilities temporarily may be installed above ground during construction, if approved by the Declarant or the Design Review Committee as stated above.Any utility company using this general easement shall use its best efforts to install and maintain the utilities provided for without disturbing the uses of the Owners, the Association, and the Declarant; shall prosecute its installation and maintenance activities as promptly and expeditiously as reasonably possible; and shall restore the surface to its original condition as soon as possible after completion of its work.Should any utility company furnishing a service covered by the general easement request a specific easement by separate recordable document, either Declarant or the Association shall have, and are hereby given, the right and authority to grant such easement upon, across, over, or under any part or all of the Property without conflicting with the terms of this Declaration.This general easement shall in no way affect, avoid, extinguish, or modify any other recorded easement on the Property.

5.6. Reservation for Expansion. Declarant hereby reserves to itself and for Owners of Lots and Tracts in any future phase of Wilson Ranch a perpetual easement and right-of-way for access over, upon, and across the Property for construction, utilities, drainage, ingress and egress, and for use of the Open Space.The location of these easements and rights-of-way must be documented by Declarant or the Association by recorded instruments.

5.7. Reservation of Easements, Exceptions, and Exclusions. Declarant reserves to itself and hereby grants to the Association the concurrent right to establish from time to time, by declaration or otherwise, utility and other easements, permits, or licenses over the Common Area, for purposes including but not limited to streets, paths, walkways, drainage, recreation areas, parking areas, ducts, shafts, flues, conduit installation areas, and to create other reservations, exceptions, and exclusions for the best interest of all the Owners and the Association, in order to serve all the Owners within Wilson Ranch as initially built and expanded.Declarant further reserves the right to establish from time to time, by dedication or otherwise, utility and other easements, and to create other reservations, exceptions, and exclusions convenient or necessary for the use and operation of any other property of the Declarant, as long as such action does not hamper the enjoyment of Wilson Ranch as built or expanded, by the Owners.

5.8. Emergency Easement. A general easement is hereby granted to all police, sheriff, fire protection, ambulance, and all other similar emergency agencies or persons to enter upon all roads and upon the Property in the proper performance of their duties.

5.9. Maintenance Easement. An easement is hereby reserved to the Declarant, and granted to the Association, and any member of the Board of Directors or Manager, and their respective officers, agents, employees, and assigns, upon, across, over, in, and under the Lots and Tracts, and a right to make such use of the Lots and Tracts, as may be necessary or appropriate to make emergency repairs or to perform the duties and functions which the Association is obligated or permitted to perform pursuant to the Wilson Ranch Documents, including the right to enter upon any Lot for the purpose of performing maintenance to the landscaping or the exterior of Improvements to such Lot as required by the Wilson Ranch Documents.

5.10. Drainage Easement. An easement is hereby reserved to Declarant and granted to the Association, its officers, agents, employees, successors, and assigns to enter upon, across, over, in, and under any portion of the Property for the purpose of changing, correcting, or otherwise modifying the grade or drainage channels of the Property so as to improve the drainage of water.Best efforts shall be made to use this easement so as not to disturb the uses of the Owners, the Association and the Declarant, as applicable, to the extent possible, to prosecute such drainage work promptly and expeditiously, and to restore any areas affected by such work to a sightly and usable condition as soon as reasonably possible following such work.

5.11. Irrigation. Certain irrigation ditches cross Lots within rights-of-way shown on the Plats.The beneficiary of such rights-of-way is hereby granted the right to maintain these ditches within said easements and to enter upon Lots as necessary to perform such maintenance.

5.12. Declarant's Rights Incident to Construction. Declarant, for itself and its successors and assigns, hereby retains a right and easement of ingress and egress over, in, upon, under, and across the Open Space and Common Area and the right to store materials thereon and to make such other use thereof as may be reasonably necessary or incident to the construction of the Improvements on the Property or other real property owned by Declarant; provided, however, that no such rights shall be exercised by Declarant in such a way as to unreasonably interfere with the occupancy, use, enjoyment, or access to an Owner's Lot by that Owner or his family, tenants, employees, guests, or invitees.

5.13. Easements Deemed Created. All conveyances of Lots made after the date of recording of this Declaration whether by Declarant or otherwise, shall be construed to grant and reserve the easements contained in this Article 5, even though no specific reference to such easements or to this Article 5 appears in the instrument for such conveyance.

5.14. Partition or Combination of Lots. No part of a Lot may be partitioned or separated from any other part thereof, and no Lots may be combined, except as provided in this Section.A Lot may be subdivided into two Lots; or two or more Lots may be combined into one, only with the written consent of Declarant in its sole discretion (or of the Association after the termination of Class B membership) and full compliance with all applicable state and county zoning and subdivision regulations.Declarant's consent shall be conditioned upon payment by the Owner or Owners concerned of all expenses incident to giving the consent, including legal and accounting fees. Every agreement and recorded instrument for partition or combination of Lots shall make adequate adjustment of voting rights and liability for payment of Assessments appurtenant to or imposed on such Lots.Whether partitioned, combined, or unchanged, each Lot shall be conveyed, transferred, gifted, devised, bequeathed, encumbered, or otherwise disposed of, as the case may be, with all appurtenant rights and interests created by law or by this Declaration, including the Owner's membership in the Association and the right to use the Open Space, and with the appropriate adjustments to the voting rights, as provided in Section 3.4 above, and liability for Assessments as established for such type of Lot by the Board of Directors being made as applicable.

5.15. No Partition of Common Area. The Common Area shall be owned by the Association, and no Owner shall bring any action for partition or division of the Common Area.By acceptance of a deed or other instrument of conveyance or assignment, each Owner shall be deemed to have specifically waived such Owner's rights to institute or maintain a partition action or any other action designed to cause a division of the Common Area, and this section may be pleaded as a bar to any such action.Any Owner who shall institute or maintain any such action shall be liable to the Association, and hereby agrees to reimburse the Association for its costs, expenses, and reasonable attorneys' fees in defending any such action.

ARTICLE 6.

DESIGN REVIEW COMMITTEE

6.1. Membership. There is hereby established a Design Review Committee which shall be responsible for the establishment and administration of Design Guidelines to carry out the purposes and intent of this Declaration.The Committee shall be composed of three (3) persons, who need not be Members of the Association.All of the members of the Committee shall be appointed, removed, and replaced by Declarant in its sole discretion, until such time as the Class B membership is terminated, and at that time the Board of Directors shall succeed to Declarant’s right to appoint, remove, or replace the members of the Committee.

6.2. Purpose. The Committee shall review, study and either approve or reject proposed Improvements on the Property, all in compliance with this Declaration and as further set forth in the rules and regulations of the Committee and the Design Guidelines adopted and established from time to time by the Committee.

6.2.1 The Committee shall exercise its best judgment to see that all Improvements conform and harmonize with any existing structures as to external design, quality and type of construction, materials, color, location within the Building Envelope, height, grade and finished ground elevation, and all aesthetic considerations set forth in this Declaration or in the Design Guidelines.

6.2.2 No Improvement on the Property shall be erected, placed or altered on any Lot nor shall any construction be commenced until plans for such Improvement shall have been approved by the Committee; provided, however, that improvements and alterations which are completely within a Building may be undertaken without such approval.

6.2.3 The actions of the Committee in the exercise of its discretion by its approval or disapproval of plans and other information submitted to it, or with respect to any other matter before it, shall be conclusive and binding on all interested parties subject to appeal as provided in the Bylaws.

6.3.1 Term. The term of office of each member of the Committee, subject to Section 6.1, shall be one year, commencing January 1 of each year, and continuing until a successor shall have been appointed.Should a Committee member die, retire, become incapacitated, or in the event of a temporary absence of a member, a successor may be appointed as provided in Section 6.1.

6.3.2 Chairman. So long as Declarant appoints the Committee, Declarant shall appoint the chairman.At such time as the Committee is appointed by the Board of Directors, the chairman shall be elected annually from among the members of the Committee by majority vote of said members.

6.3.3 Operations. The chairman shall take charge of and conduct all meetings and shall provide for reasonable notice to each member of the Committee prior to any meeting.The notice shall set forth the time and place of the meeting, and notice may be waived by any member.In the absence of a chairman, the party responsible for appointing or electing the chairman may appoint or elect a successor, or if the absence is temporary, a temporary successor.

6.3.4 Voting. The affirmative vote of a majority of the members of the Committee shall govern its actions and be the act of the Committee.A quorum shall consist of a majority of the members.

6.3.5 Expert Consultation. The Committee may avail itself of technical and professional advice and consultants as it deems appropriate.

6.4. Expenses. Except as provided below, all expenses of the Committee shall be paid by the Association.The Committee shall have the right to charge a fee for each application submitted to it for review, in an amount which may be established by the Committee from time to time, and such fees shall be collected by the Committee and remitted to the Association to help defray the expenses of the Committee's operation.Until January 31, 20__, the filing fee shall not exceed $500 per dwelling unit, but may be subject to reasonable increase after that date as determined by the Board on recommendation from the Committee.

6.5. Design Guidelines and Rules. The Committee shall adopt, establish, and publish from time to time Design Guidelines, which shall be a Wilson Ranch Document.The Design Guidelines shall not be inconsistent with this Declaration, but shall more specifically define and describe the design standards for Wilson Ranch and the various uses within Wilson Ranch.The Design Guidelines may be modified or amended from time to time by the Committee.Further, the Committee, in its sole discretion, may excuse compliance with such requirements as are not necessary or appropriate in specific situations and may permit compliance with different or alternative requirements.Compliance with the Wilson Ranch design review process is not a substitute for compliance with Okanogan County building, zoning, and subdivision regulations, and each Owner is responsible for obtaining all approvals, licenses, and permits as may be required prior to commencing construction.

6.6. Procedures. As part of the Design Guidelines and Rules, the Committee shall make and publish such rules and regulations as it may deem appropriate to govern its proceedings.Appeals shall be conducted as provided in the Bylaws.

6.7. Limitation of Liability. The Committee shall use reasonable judgment in accepting or disapproving all plans and specifications submitted to it.Neither the Committee nor any individual Committee member shall be liable to any person for any official act of the Committee in connection with submitted plans and specifications, except to the extent the Committee or any individual Committee member acted with malice or wrongful intent.Approval by the Committee does not necessarily assure approval by the appropriate governmental agency for Okanogan County, Washington.Notwithstanding that the Committee has approved plans and specifications, neither the Committee nor any of its members shall be responsible or liable to any Owner, developer, or contractor with respect to any loss, liability, claim, or expense which may arise by reason of such approval of the construction of the Improvements.Neither the Board, the Design Review Committee, or any agent thereof, nor Declarant or any of its partners, employees, agents, or consultants shall be responsible in any way for any defects in any plans or specifications submitted, revised or approved in accordance with the provisions of the Wilson Ranch Documents, nor for any structural or other defects in any work done according to such plans and specifications.In all events the Committee shall be defended and indemnified by the Association in any such suit or proceeding which may arise by reason of the Committee's decision.The Association, however, shall not be obligated to indemnify each member of the Committee to the extent any such member of the Committee shall be adjudged to be liable for negligence or misconduct in the performance of his duty as a member of the Committee, unless and then only to the extent that the Court in which such action or suit may be brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expense as such court shall deem proper.

6.8. Certificate of Compliance. Upon payment of a reasonable fee established from time to time by the Board, and upon written request of any Owner or his agent, an existing or prospective Mortgagee, or a prospective grantee, the Committee shall issue an acknowledged certificate, in recordable form, setting forth generally whether, to the best of the Committee's knowledge, the Owner is in violation of any of the terms and conditions of the Wilson Ranch Documents.Unless such request shall be complied with within 30 days after receipt of the request, it shall be conclusively presumed that the Owner and the Owner's Improvement are in conformance with all the terms and conditions subject to the control of the Committee.

ARTICLE 7.

CONSTRUCTION AND ALTERATION OF IMPROVEMENTS

7.1. General. The Design Guidelines and the general restrictions set forth in this Declaration shall govern the right of an Owner, developer, or other entity to construct, reconstruct, refinish, alter or maintain any Improvement upon, under, or above any of the Property (except as provided in Section 6.2.2 above), and to make or create any excavation or fill on the Property, or make any change in the natural or existing surface contour or drainage, or install any utility line or conduit on or over the Property.

7.2. Approval Required. Except to the extent permitted in Section 6.2.2 above, any construction or reconstruction, or the refinishing or alteration of any part of the exterior of any Building or other Improvement on the Property is absolutely prohibited until and unless the Owner or developer first obtains approval from the Design Review Committee and otherwise complies with the provisions of this Declaration.All Improvements shall be constructed only in accordance with approved plans.

7.3. Building Envelopes. Building Envelopes on any lakeside cabin Lot shall not exceed 4,000 square feet.Building Envelopes on any single-family Lot shall not exceed 7,000 square feet.In connection with construction of any Building, no clearing of native vegetation outside of the approved Building Envelope, except for access roads shall be allowed unless in accordance with the approved Forest Management Plan as approved by Okanogan County or as such clearing is approved by the Okanogan County Office of Planning and Development or any successor agency.

7.4. Landscaping Plan. Specifically included as part of the plans and specifications to be submitted to the Design Review Committee as part of construction of Improvements within the Property shall be a landscaping plan.Such plan shall be designed to encourage water conservation through the use of native and drought resistant vegetation and shall be harmonious with the natural setting of Wilson Ranch.In addition to approval by the Committee, any removal of native vegetation within fifty (50) feet of State Route 20 or internal roads within Wilson Ranch (other than normal maintenance) shall require prior approval of the Department of Public Works and the Office of Planning and Development of Okanogan County; provided, however, that County approval of Building Envelopes for single-family residences and cabin sites shall represent approval to remove native vegetation within fifty (50) feet of internal roads, to the extent such Envelopes are located within fifty (50) feet of such roads.

7.5. Deemed Nuisances. Every violation of this Declaration is hereby declared to be and to constitute a nuisance, and every public or private remedy allowed for such violation by law or equity against a Member shall be applicable.This Declaration may be enforced as provided below.

7.6. Removal of Nonconforming Improvements. The Association, upon request of the Committee and after reasonable notice to the offender and to the Owner, may remove any Improvement constructed, reconstructed, refinished, altered, or maintained in violation of this Declaration, and the Owner of the Improvement shall immediately reimburse the Association for all expenses incurred in connection with such removal.

7.7. Construction Methods. Specific rules regarding construction methods, including but not limited to excavation, drainage, utility lines, loading areas, waste storage, trash removal, materials storage, and transformers and meters, shall be set forth in the Design Guidelines, and all Owners shall comply with those rules.

ARTICLE 8.

PROPERTY USE RESTRICTIONS

8.1. General Restriction. The Property shall be used only for the purposes set forth in this Declaration, as permitted by the applicable ordinances of Okanogan County, Washington, and the laws of the State of Washington and the United States, and as set forth in the Wilson Ranch Documents, amendments, or specific recorded covenants affecting all or any part of the Property.

8.2. Motorized Vehicles. No trucks, trail bikes, recreational vehicles, motor homes, motor coaches, snowmobiles, campers, trailers, boats or boat trailers, or similar vehicles other than passenger automobiles or pickup or utility trucks with a capacity of one‑half ton or less or any other motorized vehicles shall be parked, stored, or in any manner kept or placed on any portion of the Property except in an enclosed garage or in designated on-site parking areas.This restriction, however, shall not be deemed to prohibit commercial and construction vehicles, in the ordinary course of business, from making deliveries or otherwise providing service to the Property or for the initial construction by Declarant or the other Owners.

8.3. Excavation. No excavation shall be made except in connection with Improvements approved as provided in this Declaration.For purposes of this Section, "excavation" shall mean any disturbance of the surface of the land (except to the extent reasonably necessary for approved landscape planting) which results in a removal of earth, rock, or other substance a depth of more than 18 inches below the natural surface of the land.

8.4. Utilities. All electrical, telephone, cable TV and other utility service installations shall be placed underground.

8.5. Water and Sanitation. Each structure designed for occupancy or use by humans shall be connected with water and sanitation facilities as shall be made available by the Association in coordination with Okanogan County, County, or any other approved utility provider.All individual water and sanitation facilities constructed as part of an Improvement shall be subject to review by the Design Review Committee to ensure incorporation of water conservation measures such as low‑flow fixtures and appliances.All owners shall comply with the water conservation program for Wilson Ranch, as described in the Design Guidelines or other documentation from time to time.Without limiting the effect or scope of the water conservation program, such compliance shall include limiting outdoor irrigation as required by Okanogan County or the Association, limiting average annual water use for residential units within Wilson Ranch (i.e., single family homes or cabins but excluding hotel or other non-residential uses) to 750 gallons per day per unit, and observing other conservation measures that may be required by the Association.

8.6. Wells. No well shall be dug, nor shall storage tanks, reservoirs, or any installation of power, telephone, or other utility lines (wire, pipe, or conduit) be made or operated anywhere on the Property except in connection with water wells and works operated by the Association, public agencies, or duly certified public utility companies.

8.7. Signs. No signs of any kind shall be displayed to the public view on or from any portion of the Property except those signs approved by the Design Review Committee, or signs of Declarant or its affiliates or assigns, or signs required by law.

8.8. Animals and Pets. No animals, livestock, or poultry of any kind shall be kept, raised, or bred on any portion of the Property, except dogs, cats, or other household pets (the kind and number of which may be regulated, permitted, or prohibited from time to time by the Wilson Ranch Rules).In order to protect the wildlife which is native to Wilson Ranch, all dogs belonging to residents, occupants, guests, or any other person lawfully on the Property shall be kenneled, leashed, or under direct human supervision at all times and not allowed to roam freely.Household pets, such as dogs and cats, must be contained within the Owner's Lot, and such pets may not be permitted to run at large at any time. Owners may not construct a free-standing fenced run, dog kennel or other outdoor enclosure designed for domestic animals within their Building Envelope.

8.9. Drainage. No Owner shall do or permit any work, construct any Improvements, place any landscaping, or suffer the existence of any condition whatsoever which shall alter or interfere with the drainage pattern for the Property, except to the extent such alteration and drainage pattern is approved in writing by the Committee or the Board of Directors, and except for rights reserved to Declarant to alter or change drainage patterns.

8.10. Trash. No trash, ashes, garbage or other refuse shall be thrown or dumped on any land or area within the Property.There shall be no burning or other disposal of refuse out of doors.Each Owner shall provide suitable receptacles for the temporary storage and collection of refuse disposal of which shall be provided either by a licensed solid waste company or the Association, and all such receptacles shall be screened from the public view and from the wind and protected from animal and other disturbance.

8.11. Construction Regulations of the Design Guidelines. All Owners and contractors shall comply with the construction regulation portions of the Design Guidelines.Such regulations may affect, without limitation, the following:trash and debris removal; sanitary facilities; parking areas; outside storage; restoration of damaged property; conduct and behavior of builders, subcontractors, and Owners’ representatives on the Property at any time; the conservation of landscape materials; and fire protection.

8.12. Blasting. If any blasting is to occur, the Committee and Declarant shall be informed far enough in advance to allow them to make such investigation as they deem appropriate to confirm that appropriate protective measures have been taken prior to the blasting.Notwithstanding the foregoing, no approval of any blasting by Declarant or the Committee shall in any way release the person conducting the blasting from all liability in connection with the blasting, nor shall such approval in any way be deemed to make the Declarant or the Committee liable for any damage which may occur from blasting, and the person doing the blasting shall defend and hereby indemnifies Declarant and Committee from any such expense or liability.Declarant or the Committee may impose any reasonable restrictions, including time and date restrictions, on all blasting.

8.13. Temporary Structures. No temporary structures shall be permitted except as may be determined to be necessary during construction and as specifically authorized by the Committee.

8.14. Compliance with Laws. Subject to the rights of reasonable contest, each Owner shall promptly comply with the provisions of all applicable laws, regulations, ordinances, and other governmental or quasi‑governmental regulations with respect to all or any portion of the Property.

8.15. No Outside Clotheslines .No laundry or wash shall be dried or hung outside any Building.

8.16. Parking and Auto Repair. No automobiles or other vehicles shall be parked in any road or upon any portion of the Property except within garages, carports, or designated parking areas.No work on automobiles or other vehicle repair shall be performed in any visible or exposed portion of Wilson Ranch except in emergencies.

8.17. Abandoned, Inoperable or Oversized Vehicles. Abandoned or inoperable automobiles or vehicles of any kind, except as provided below, shall not be stored or parked on any portion of the Property."Abandoned or inoperable vehicle" shall be defined as any vehicle which has not been driven under its own propulsion for a period of three weeks or longer; provided, however, this shall not include vehicles parked by Owners while on vacation.A written notice describing the "abandoned or inoperable vehicle" and requesting its removal may be personally served upon the Owner or posted on the unused vehicle.If such vehicle has not been removed within seventy-two (72) hours after notice has been given, the Association shall have the right to remove the vehicle without liability, and the expense of removal shall be charged against the Owner."Oversized" vehicles, for purposes of this Section, shall be vehicles which are too high to clear the entrance to a residential garage.All unsightly or oversized vehicles, snow removal equipment, garden maintenance equipment, and all other unsightly equipment and machinery may be required by the Association to be stored at a designated location or locations.

8.18. Antennas. No exterior radio, television, microwave, or other antenna or antenna dish or signal capture and distribution device shall be permitted without the prior written consent of the Design Review Committee and without appropriate screening; provided, however, that antennas or antenna dishes installed by Declarant for community or lodge usage shall not require consent of the Committee.

8.19. Air Quality/Fire Prevention. All Owners shall comply with the air quality program for Wilson Ranch, as described in the Design Guidelines and other documentation from time to time.Without limiting the effect or scope of the Plan, there shall be no exterior fires, except barbecues, and fires contained within facilities or receptacles and in areas designated and approved by the Design Review Committee.In addition, no Owner shall permit any condition upon its portion of the Property which creates a fire hazard or is in violation of fire prevention regulations.Violation of the Air Quality Program is subject to an enforcement action by the Association including, without limitation, imposition of fines in accordance with a schedule established by the Board.

8.20. Noise. No exterior horns, whistles, bells or other sound devices, except security devices used exclusively to protect the security of the Property or Improvements shall be placed or used on any portion of the Property.

8.21. Obstructions. There shall be no obstruction of any trails or interference with the free use of those trails except as may be reasonably required in connection with repairs.The Owners, their family, tenants, guests, and invitees are granted nonexclusive easements to use the trails within the Property.That use shall be subject to the Wilson Ranch Rules adopted by the Board from time to time.

8.22. Fences .No fence or fencing type barrier of any kind shall be placed, erected or maintained upon any Lot or Tract without the prior written approval of the Design Review Committee.The Committee may issue guidelines detailing acceptable fence styles or specifications but, in any event, fences shall be deer-passable and installed in accordance with the standards of the Washington Department of Wildlife.

8.23. Lighting. Except as may be permitted by the Design Review Committee, exterior lighting visible from any road within the Property shall not be permitted except for (a) yard lights in conformity with guidelines set forth by the Committee which shall exclude any mercury vapor or sodium lighting and (b) seasonal decorative lights.

8.24. House Numbers/Mailboxes. Each dwelling shall have a house number with a design and location approved by the Design Review Committee.Mailboxes shall be of the cluster type, not individual boxes for each Lot, and shall be of a design and in a location approved by the Design Review Committee.

8.25. Continuity of Construction. All Improvements commenced on the Property shall be prosecuted diligently to completion and all exterior construction shall be completed within nine (9) months of commencement and all construction shall be completed within eighteen (18) months of commencement, unless an exception is granted in writing by the Committee.If an Improvement is commenced and construction is then abandoned for more than ninety (90) days, or if construction is not completed within the required time periods, then after notice and hearing as provided in the Bylaws, the Association may impose a fine of not less than $100 per day on the Owner of the Lot until construction is resumed, or the Improvement is completed, as applicable, unless the Owner can prove to the satisfaction of the Board of Directors that such abandonment is for circumstances beyond the Owner’s control.Such charges shall be a default Assessment and lien as provided in Section 4.7 above.

8.26. Nuisance. No obnoxious or offensive activity shall be carried on within the Property, nor shall anything be done or permitted which shall constitute a public nuisance.No noise or other nuisance shall be permitted to exist or operate upon the Property so as to be offensive or detrimental to any other part of the Property or its occupants.

8.27. General Practices Prohibited. The following practices are prohibited at Wilson Ranch:

8.27.1 Allowing concrete suppliers and contractors to clean their equipment other than at a location designated for that purpose by the Committee;

8.27.2 Removing any rock, plant material, top soil or similar items from any property of others;

8.28. Use. It shall be expressly permissible and proper for Declarant and any Owner and their employees, agents, independent contractors, successors, and assigns involved in the construction of Improvements on, or the providing of utility service to, the Property or other real property owned by Declarant, to perform such activities and to maintain upon portions of the Property as they deem necessary facilities as may be reasonably required or convenient to such construction and development of the Property.This permission specifically includes, without limiting the generality of the foregoing, maintaining business offices, storage areas, construction yards and equipment, signs, and sales offices.However, no activity shall be performed and no facility shall be maintained on any portion of the Property in such a way as to unreasonably interfere with the use, enjoyment, or access of any Owner, its tenants, employees, guests, or business invitees, of and to its Lot.

8.29. Leasing. The Owner of a residential Lot shall have the right to lease such Lot, subject to the following conditions:

8.29.2 The lease shall be specifically subject to the Wilson Ranch Documents, and any failure of a tenant to comply with the Wilson Ranch Documents shall be a default under the lease.

8.29.3 The Owner shall be liable for any violation of the Wilson Ranch Documents committed by the Owner's tenant, without prejudice to the Owner's right to collect any sums paid by the Owner on behalf of the tenant.

8.29.4 The lease shall restrict occupancy of the property to no more than two persons per bedroom plus two additional persons.

ARTICLE 9.

MAINTENANCE

9.1. Association's Responsibility. The Association shall maintain and keep the Common Area and Open Space in good repair, such maintenance to be funded as provided below.This maintenance shall include, but not be limited to, maintenance, repair, and replacement, subject to any insurance then in effect, of all landscaping and other vegetation, lakes or ponds, structures, and improvements situated within the Open Space.

9.2. Owner's Responsibility. Except as provided otherwise in the Wilson Ranch Documents or by written agreement with the Association, all maintenance of the Lots and Condominium Units and all structures, landscaping, parking areas, and other Improvements thereon shall be the sole responsibility of the Owner thereof, who shall maintain said Lot in accordance with the community-wide standard of Wilson Ranch.Without limiting the foregoing, each Owner shall maintain vegetation on such Owner's Lot in accordance with guidelines published by the Association so as to reduce the risk of wildfire.The Association shall, in the discretion of the Board, assume the maintenance responsibilities of such Owner if, in the opinion of the Board, the level and quality of maintenance being provided by such Owner does not satisfy such standard.Before assuming the maintenance responsibilities, the Board shall notify the Owner ain writing of its intention to do so, and if such Owner has not commenced and diligently pursued remedial action within thirty (30) days after mailing of such written notice, then the Association shall proceed.The expenses of such maintenance by the Board shall be reimbursed to the Association by the Owner, together with interest at five points above the prime rate charged by the Association’s bank, or such other rate set by the Board of Directors, from the date of expenditure.Such charges shall be a default assessment and lien on the Lot of the Owner as provided in Section 4.7 above.

ARTICLE 10.

INSURANCE AND FIDELITY BONDS

10.1. Hazard Insurance. The Association shall obtain insurance for all insurable Improvements, if any, on the Common Area in an amount equal to the full replacement value (i.e., 100 percent of the current "replacement cost" exclusive of land, foundation, excavation, depreciation on personal property, and other items normally excluded from coverage), which shall include all building service equipment and the like, common personal property and supplies, and any fixtures or equipment within the Common Area.Such policy shall include, if applicable, a standard form of mortgagee clause, a "Demolition Cost Endorsement" or the equivalent, an "Increased Cost of Construction Endorsement" or the equivalent, and a "Contingent Liability from Operation of Building Laws Endorsement" or the equivalent.In addition, such policy shall afford protection against at least the following:

10.1.1 Loss or damage by fire and other hazards covered by the standard extended coverage endorsement with the standard "all‑risk" endorsement, and by sprinkler leakage, debris removal, cost of demolition, vandalism, malicious mischief, windstorm, and water damage;

10.1.2 In the event the Common Area contains a steam boiler, a broad form policy of repair, and replacement boiler and machinery insurance in the amount of at least $100,000 per accident per location; and

10.1.3 Such other risks as shall customarily be covered with respect to projects similar in construction, location, and use to Wilson Ranch.

10.2. Liability Insurance. The Association shall obtain a comprehensive policy of public liability insurance insuring the Association and its Members for all liability for property damage, bodily injury, or death in connection with the operation, maintenance, use of the Common Area, Open Space, or roads within Wilson Ranch, and legal liability arising out of lawsuits related to employment contracts of the Association. Such comprehensive policy of public liability insurance shall include a "Severability of Interest Endorsement" or equivalent coverage which would preclude the insurance company from denying the claim of any Owner because of the negligent acts of the Association or any other Owner, with a limit of not less than $1,000,000 covering all claims for personal injury, including death, or property damage arising out of a single occurrence.Such comprehensive policy of public liability insurance shall also include protection against water damage liability, liability for nonowned and hired automobiles, liability for property of others, and, if applicable, elevator collision, garage-keeper’s liability, host liquor liability, contractual and all‑written contract insurance, employers' liability insurance, and such other risks as shall customarily be covered with respect to projects similar in construction, location, and use to Wilson Ranch.

10.3. Fidelity Insurance. The Association shall obtain fidelity bonds to protect against dishonest acts on the part of its officers, directors, trustees, and employees, and on the part of all others who handle or are responsible for handling the funds of or administered by the Association.In addition, if responsibility for handling funds is delegated to a Manager, such bonds shall be required for the Manager and its officers, employees, and agents.Such fidelity coverage shall name the Association as an obligee and shall be written in an amount equal to at least 150 percent of the estimated annual operating expenses of Wilson Ranch, including reserves.Such bonds shall contain waivers by the issuers of all defenses based upon the exclusion of persons serving without compensation from the definition of "employees," or similar terms or expressions.

10.4. Provisions Common to Hazard Insurance, Liability Insurance, and Fidelity Insurance. Any insurance coverage obtained by the Association under the provisions of Sections 10.1, 10.2, and 10.3 above shall be subject to the following provisions and limitations:

10.4.1 The named insured under any such policies shall be the Association, as attorney in fact for the Owners, or its authorized representative, including any trustee with which the Association may enter into any insurance trust agreement, or any successor trustee (each of which is sometimes referred to in this Section 10.4 as the "Insurance Trustee") who shall have exclusive authority to negotiate losses under such policies.

10.4.2 In no event shall the insurance coverage obtained and maintained pursuant to such Sections be brought into contribution with insurance purchased by the Owners, occupants, or their Mortgagees.

10.4.3 The policies shall provide that coverage shall not be prejudiced by (a) any act or neglect of the Owners when such act or neglect is not within the control of the Association or (b) by failure of the Association to comply with any warranty or condition with regard to any portion of Wilson Ranch over which the Association has no control.

10.4.4 The policies shall provide that coverage may not be cancelled or substantially modified (including cancellation for nonpayment of premium) without at least thirty (30) days' prior written notice to any and all First Mortgagees and insureds named in the policies.

10.4.5 The policies shall contain a waiver of subrogation by the insurer as to any and all claims against the Association and any Owner and their respective agents, employees, or tenants, and of any defenses based upon co‑insurance or upon invalidity arising from the acts of the insured.

10.4.6 All policies of property insurance shall provide that, notwithstanding any provisions of the policies which give the carrier the right to elect to restore damage in lieu of making a cash settlement, such option shall not be exercisable without the prior written approval of the Association (or any Insurance Trustee) or when in conflict with the provisions of any insurance trust agreement to which the Association may be a party or any requirement of law.

10.4.7 All policies shall be written with a company licensed to do business in Washington and holding a rating of B/VI or better in the financial category as established by A. M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating.

10.4.8 All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Okanogan County, Washington, area.

10.4.9 No policy may be cancelled, invalidated, or suspended on account of the conduct of any member of the Board of Directors, officer, or employee of the Association or its duly authorized Manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its Manager, any Owner, or Mortgagee.

10.5. Officers' and Directors' Personal Liability Insurance. To the extent obtainable at reasonable cost, appropriate officers' and directors' personal liability insurance and other coverage which may become available shall be obtained by the Association to protect the officers, directors and Design Review Committee members from personal liability in relation to their duties and responsibilities in acting as such officers, directors and Committee members on behalf of the Association.

10.6. Workmen's Compensation Insurance. The Association shall obtain workmen’s compensation or similar insurance with respect to its employees, if any, in the amounts and forms as may now or hereafter be required by law.

10.7. Other Insurance. The Association may obtain insurance against such other risks, of a similar or dissimilar nature, as it shall deem appropriate with respect to the Association's responsibilities and duties.

10.8. Insurance Obtained by Owners. It shall be the responsibility of the individual Owners, and at their expense, to make arrangements in regard to title insurance on their Lots upon any resale, for hazard insurance on the Improvements, personal property and furnishings located on their Lots or within their Condominium Units, and for public liability insurance covering their Lots and Condominium Units.In addition, each Owner may obtain such other and additional insurance coverage on and in relation to such Owner's Lot as such Owner concludes to be desirable; provided, however, that none of such insurance coverages obtained by an Owner shall affect any insurance coverages obtained by the Association nor cause the diminution or termination of the coverage obtained by the Association.Any such insurance obtained by an Owner shall include a waiver of the particular insurance company's right of subrogation against the Association and other Owners.

ARTICLE 11.

DAMAGE OR DESTRUCTION

11.1. Association as Attorney-in-Fact. Each and every Owner hereby irrevocably constitutes and appoints the Association as such Owner's true and lawful attorney‑in‑fact in such Owner's name, place, and stead for the purpose of dealing with the Improvements on the Common Area upon damage or destruction as provided in this Article or a complete or partial taking as provided in Article 12 below.Acceptance by any grantee of a deed or other instrument of conveyance from the Declarant or from any Owner shall constitute appointment of the attorney-in-fact as herein provided.As attorney-in-fact, the Association shall have full and complete authorization, right, and power to make, execute, and deliver any contract, assignment, deed, waiver, or other instrument with respect to the interest of any Owner which may be necessary or appropriate to exercise the powers granted to the Association as attorney-in-fact.

11.2. Estimate of Damages or Destruction. As soon as practical after an event causing damage to or destruction of any part of the Common Area in Wilson Ranch, the Association shall, unless such damage or destruction shall be minor, obtain an estimate or estimates that it deems reliable and complete of the costs of repair and reconstruction of that part of the Common Area so damaged or destroyed."Repair and reconstruction" as used in this Article 11 shall mean restoring the damaged or destroyed Improvements to substantially the same condition in which they existed prior to the damage or destruction.

11.3. Repair and Reconstruction. As soon as practical after obtaining estimates, the Association shall diligently pursue to completion the repair and reconstruction of the damaged or destroyed Improvements.As attorney-in-fact for the Owners, the Association may take any and all necessary or appropriate action to effect repair and reconstruction, and no consent or other action by any Owner shall be necessary.Assessments of the Association shall not be abated during the period of insurance adjustments and repair and reconstruction.

11.4. Funds for Repair and Reconstruction. The proceeds received by the Association from any hazard insurance shall be used for the purpose of repair, replacement, and reconstruction.If the proceeds of the insurance are insufficient to pay the estimated or actual cost of such repair and reconstruction, the Association may, pursuant to Section 4.4 above, levy, assess, and collect in advance from all Owners, without the necessity of a special vote of the Owners except as provided in Section 4.4, a special Assessment sufficient to provide funds to pay such estimated or actual costs of repair and reconstruction.Further levies may be made in like manner if the amounts collected prove insufficient to complete the repair and reconstruction.

11.5. Disbursement of Funds for Repair and Reconstruction. The insurance proceeds held by the Association and the amounts received from the special Assessments provided for in Section 4.4 above constitute a fund for the payment of the costs of repair and reconstruction after casualty.It shall be deemed that the first money disbursed in payment for the costs of repair and reconstruction shall be made from insurance proceeds, and the balance from the Special Assessments.If there is a balance remaining after payment of all costs of such repair and reconstruction, such balance shall be distributed to the Owners in proportion to the contributions each Owner made as a special Assessment to the Association under Section 11.4 above, or, if no special Assessments were made, then in equal shares per Lot, first to the Mortgagees and then to the Owners, as their interests appear.

11.6. Decision Not to Rebuild. If Owners representing at least 67 percent of the total allocated votes in the Association (other than Declarant) and 67 percent of the First Mortgagees (based upon one vote for each Mortgage owned) of the Lots and Condominium Units agree in writing not to repair and reconstruct and no alternative improvements are authorized, then and in that event the Property shall be restored to its natural state and maintained as an undeveloped portion of the Common Area by the Association in a neat and attractive condition, and any remaining insurance proceeds shall be distributed in equal shares per Lot first to the Mortgagees and then to the Owners, as their interests appear.

11.7. Damage or Destruction Affecting Lots. In the event of damage or destruction to the Improvements located on any of the Lots, the Owner thereof shall promptly repair and restore the damaged Improvements to their condition prior to such damage or destruction.If such repair or restoration is not commenced within 180 days from the date of such damage or destruction, or if repair and reconstruction is commenced but then abandoned for a period of more than 90 days, then the Association may, after notice and hearing as provided in the Bylaws, impose a fine of not less than $50 per day on the Owner of the Lot until repair and reconstruction is commenced, unless the Owner can prove to the satisfaction of the Association that such failure is due to circumstances beyond the Owner's control.Such fine shall be a default assessment and lien against the Lot as provided in Section 4.7 above.

ARTICLE 12.

CONDEMNATION

12.1. Rights of Owners. Whenever all or any part of the Common Area shall be taken or conveyed in lieu of and under threat of condemnation by the Board of Directors acting as attorney-in-fact for all Owners under instructions from any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice of the taking, but the Association shall act as attorney-in-fact for all Owners in the proceedings incident to the condemnation proceeding, unless otherwise prohibited by law.

12.2. Partial Condemnation; Distribution of Award; Reconstruction. The award made for any partial taking shall be payable to the Association as Trustee for all Owners.If the taking involves a portion of the Common Area on which Improvements have been constructed, then, unless within sixty days after such taking Declarant and Owners representing at least 67 percent of the Class A votes in the Association shall otherwise agree, the Association shall restore or replace such Improvements so taken on the remaining land included in the Common Area to the extent lands are available therefor, in accordance with plans approved by the Board of Directors and the Design Review Committee.If such Improvements are to be repaired or restored, the provisions in Article 11 above regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply.If the taking does not involve any Improvements on the Common Area, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be distributed in equal shares per Lot, first to the Mortgagees and then to the Owners, as their interests appear.

12.3. Complete Condemnation. If all of Wilson Ranch is taken, condemned, sold, or otherwise disposed of in lieu of or in avoidance of condemnation, then the regime created by this Declaration shall terminate, and the portion of the condemnation award attributable to the Common Area shall be distributed as provided in Section 12.2 above.

ARTICLE 13.

EXPANSION

13.1. Reservation of Right to Expand. Declarant reserves the right, but shall not be obligated, to expand the effect of this Declaration to include all or part of the certain expansion property more particularly described on the attached Exhibit B ('Expansion Property').In no event, however, shall such Expansion Property contain more than fifteen (15) Lots.The Declarant shall pay all taxes and other governmental assessments relating to the Expansion Property until expansion.

13.2. Declaration of Annexation. Such expansion may be accomplished by recording a Declaration of Annexation in the official records of Okanogan County, Washington, before July 1, 2005, describing the real property to be expanded and submitting it to the covenants, conditions, and restrictions contained in this Declaration and providing for voting rights and Assessment allocations as provided in this Declaration.Such Declaration of Annexation shall not require the consent of Owners.Any such expansion shall be effective upon the filing for record of such Declaration of Annexation, unless otherwise provided therein.The expansion may be accomplished in stages by successive supplements or in one supplemental expansion.Upon the recordation of any such Declaration of Annexation, the definitions used in this Declaration shall be expanded automatically to encompass and refer to Wilson Ranch as expanded.Such Declaration of Annexation may add, delete, or modify provisions of this Declaration as it applies to the Expansion Property added.However, this Declaration may not be modified with respect to that portion of the Property already subject to this Declaration, except as provided below for amendment.

13.3. Incorporation of Additional Expansion Property. Real property which is not part of the Expansion Property may be incorporated into the Property with the consent of two-thirds of each class of Members.

ARTICLE 14.

OPEN SPACE ENFORCEMENT BY OKANOGAN COUNTY

14.1. Enforcement by Association. The Association shall have primary responsibility for the enforcement of the covenants, conditions, restrictions and easements set forth herein to preserve, protect and enhance the values and amenities of the entire Wilson Ranch development.Without limiting the generality of the foregoing, the Association shall be responsible for the permanent retention and maintenance of the Open Space as part of the Common Area.

14.2. Open Space Enforcement by Okanogan County. Notwithstanding the provisions of Section 14.1 above, recording of this Declaration grants to Okanogan County an interest in the preservation and maintenance of Open Space and the enforcement of restrictions set forth herein affecting Open Space.This Declaration imposes upon all present and future Owners and occupiers of land within Wilson Ranch the obligation, enforceable by Okanogan County, Washington to comply with the covenants, conditions, restrictions and easements set forth herein affecting Open Space.

14.3. Maintenance by County. In the event that the Association fails to retain or maintain the Open Space or if individual Owners fail to comply with the covenants, conditions, restrictions and easements set forth herein with respect to Open Space, Okanogan County may, but is not obligated to, cause such maintenance or other actions to be performed as it deems necessary after reasonable notice to the Association and/or individual Owners, as appropriate.The costs of such maintenance or other actions shall be assessed to the Association or individual Owners, as applicable.

ARTICLE 15.

MORTGAGEE PROVISIONS

The following provisions are for the benefit of holders of First Mortgages on Lots.The provisions of this Article apply to both this Declaration and to the Bylaws, notwithstanding any other provisions contained therein.

15.1. Notices of Action. An institutional holder, insurer, or guarantor of a First Mortgage, who provides a written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Lot number, therefore becoming an 'eligible holder'), will be entitled to timely written notice of:

15.1.1 Any condemnation loss or any casualty loss which affects a material portion of the Common Area or which affects any Lot on which there is a First Mortgage held, insured, or guaranteed by such eligible holder;

15.1.2 Any delinquency in the payment of Assessments owed by an Owner of a Lot subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a First Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by the Owner of the encumbered Lot of any obligation under the Declaration or Bylaws of the Association which is not cured within sixty (60) days;

15.1.3 Any lapse, cancellation, or material modification of any insurance policy maintained by the Association.

15.2. No Priority. No provision of this Declaration or the Bylaws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Lot in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.

15.3. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Lot.

15.4. VA/HUD Approval. As long as the Declarant has the right to appoint and remove the directors of the Association and so long as the Property is approved by the U.S. Department of Housing and Urban Development (HUD) for insuring or the U.S. Department of Veterans Affairs (VA) for guaranteeing any Mortgage the following actions shall require the prior approval of the VA and/or HUD as applicable:annexation of additional property to Wilson Ranch; dedication of Common Area to any public entity; mergers and consolidations; dissolution of the Association, and material amendment of the Declaration, Bylaws or Articles of Incorporation.

15.5. Applicability. Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, Bylaws, or Washington law for any of the acts set out in this Article.

15.6. Amendments by Board. Should the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, HUD or VA subsequently delete any of their respective requirements which necessitate the provisions of this Article or make any such requirements less stringent, the Board, without approval of the Owners, may cause an amendment to this Article to be recorded to reflect such changes.

ARTICLE 16.

ENFORCEMENT OF COVENANTS

16.1. Violations Deemed a Nuisance. Every violation of this Declaration or any other of the Wilson Ranch Documents is deemed to be a nuisance and is subject to all the remedies provided for the abatement the violation.In addition, all public and private remedies allowed at law or equity against anyone in violation of this Declaration shall be available.

16.2. Compliance. Each Owner or other occupant of any part of the Property shall comply with the provisions of the Wilson Ranch Documents as the same may be amended from time to time.

16.3. Failure to Comply. Failure to comply with the Wilson Ranch Documents shall be grounds for an action to recover damages or for injunctive relief to cause any such violation to be remedied, or both.Reasonable notice and an opportunity for a hearing as provided in the Bylaws shall be given to the delinquent party prior to commencing any legal proceedings.

16.4. Who May Enforce. Any action to enforce the Wilson Ranch Documents may be brought by the Declarant, the Board, or the Manager in the name of the Association on behalf of the Owners.If, after a written request from an aggrieved Owner, none of the foregoing persons or entities commence an action to enforce the Wilson Ranch Documents, then the aggrieved Owner may bring such an action.

16.5. Remedies. In addition to the remedies set forth above in this Article 16, any violation of the Wilson Ranch Documents shall give to the Board, the Manager, or the Declarant, on behalf of the Owners, the right to enter upon the offending premises or take appropriate peaceful action to abate, remove, modify, or replace, at the expense of the offending Owner, any structure, thing or condition that may exist thereon contrary to the interest and meaning of the Wilson Ranch Documents.If the offense occurs on any easement, walkway, Common Area or the like, the cure shall be at the expense of the Owner or other person responsible for the offending condition.

16.6. Nonexclusive Remedies. All the remedies set forth herein are cumulative and not exclusive.

16.7. No Waiver. The failure of the Board of Directors, Declarant, the Manager, the Design Review Committee or any aggrieved Owner to enforce the Wilson Ranch Documents shall not be deemed a waiver of the right to do so for any subsequent violations or of the right to enforce any other part of the Wilson Ranch Documents at any future time.

16.8. No Liability. No member of the Board of Directors, the Declarant, the Design Review Committee, the Manager or any Owner shall be liable to any other Owner for the failure to enforce any of the Wilson Ranch Documents at any time.

16.9. Recovery of Costs. If legal assistance is obtained to enforce any of the provisions of the Wilson Ranch Documents, or in any legal proceeding (whether or not suit is brought) for damages or for the enforcement of the Wilson Ranch Documents or the restraint of violations of the Wilson Ranch Documents, the prevailing party shall be entitled to recover all costs incurred by it in such action, including reasonable attorneys' fees as may be incurred, or if suit is brought, as may be determined by the court.

ARTICLE 17.

RESOLUTION OF DISPUTES

If any dispute or question arises between Members or between Members and the Association or the Design Review Committee relating to the interpretation, performance or nonperformance, violation, or enforcement of the Wilson Ranch Documents, such dispute or violation may be subject to a hearing and determination by the Board in accordance with the procedures set forth in the Bylaws.

ARTICLE 18.

DURATION OF THIS DECLARATION AND AMENDMENT

18.1. Duration. This Declaration shall run with and bind the Property, and shall inure to the benefit of and shall be enforceable by the Association or any Owner, their respective legal representatives, heirs, successors, and assigns, perpetually to the extent provided by law; provided, however, so long as and to the extent that Washington law limits the period during which covenants restricting land to certain uses may run, any provisions of this Declaration affected thereby shall run with and bind the land so long as permitted by such law, after which time, any such provision shall be (a) automatically extended (to the extent allowed by applicable law) for successive periods of ten (10) years, unless a written instrument reflecting disapproval signed by the then Owners of at least two-thirds (2/3) of the Voting Units and the Declarant (so long as the Declarant owns any property for development and/or sale in Wilson Ranch) has been recorded within the year immediately preceding the beginning of a ten (10) year renewal period agreeing to change such provisions, in whole or in part, or to terminate the same, in which case this Declaration shall be modified or terminated to the extent specified therein; or (b) extended as otherwise provided by law.Every purchaser or grantee of any interest (including, without limitation, a security interest) in any real property subject to this Declaration, by acceptance of a deed or other conveyance therefor, thereby agrees that such provisions of this Declaration may be extended and renewed as provided in this Section.

18.2. Amendment. This Declaration may be amended unilaterally at any time and from time to time by Declarant (a) if such amendment is necessary to bring any provision hereof into compliance with any applicable governmental statute, rule, or regulation or judicial determination which shall be in conflict therewith; (b) if such amendment is necessary to enable any title insurance company to issue title insurance coverage with respect to the Lots subject to this Declaration; (c) if such amendment is required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase Mortgage loans on the Lots subject to this Declaration; or (d) if such amendment is necessary to enable any governmental agency or private insurance company to insure or guarantee Mortgage loans on the Lots subject to this Declaration; provided, however, any such amendment shall not adversely affect the title to any Owner’s Lot unless any such Owner shall consent thereto in writing.Further, so long as Declarant is a Class B member pursuant to Section 3.4 , Declarant may unilaterally amend this Declaration for any other purpose; provided, however, any such amendment shall not materially and adversely affect the substantive rights of any Owners hereunder, nor shall it adversely affect title to any Lot without the consent of the affected Owner.

In addition to the above, this Declaration may be amended upon the affirmative vote or written consent, or any combination thereof, of at least two-thirds (2/3) of the Voting Units and the consent of Declarant (so long as the Declarant owns any property for development and/or sale in Wilson Ranch).Amendments to this Declaration shall become effective upon recordation, unless a later effective date is specified therein.

18.3. Notice of Amendment. Except in the case of amendments made by Declarant pursuant to Section 18.2 above, no amendment of this Declaration shall be effective unless a written notice of the proposed amendment is sent to every Owner at least sixty (60) days in advance of any action taken or purported to be taken and such Owner has been given the opportunity to vote or give its consent thereto.

18.4Revocation. This Declaration shall not be revoked, except as provided in Article 12 regarding total condemnation, without the consent of all of the Owners in a written instrument duly recorded.

ARTICLE 19.

PRINCIPLES OF INTERPRETATION

19.1. Severability. This Declaration, to the extent possible, shall be construed or reformed so as to give validity to all of its provisions.Any provision of this Declaration found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating any other part hereof.

19.2. Construction. In interpreting words in this Declaration, unless the context shall otherwise provide or require, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.

19.3. Headings.The headings are included only for purposes of convenient reference, and they shall not affect the meaning or interpretation of this Declaration.

19.4. Registration of Mailing Address. Each Member shall register his mailing address with the Secretary of the Association from time to time, and notices or demands intended to be served upon or given to a Member shall be personally delivered to or sent by mail, postage prepaid, addressed in the name of the Member at such registered mailing address.

19.5. Notice. All notices or requests shall be in writing.Notice to any Member shall be considered delivered and effective upon personal delivery, or three days after posting, when sent by certified mail, return receipt requested to the address of such Member on file in the records of the Association at the time of such mailing.Notice to the Board, the Association, the Design Review Committee, or the Manager shall be considered delivered and effective upon personal delivery, or three days after posting, when sent by certified mail, return receipt requested, to the Association, the Board, the Committee, or the Manager, at such address as shall be established by the Association from time to time by notice to the Members.General notices to all Members or any classification hereof need not be certified, but may be sent regular first class mail.

19.6. Waiver. No failure on the part of the Association, the Board, or the Design Review Committee to give notice of default or to exercise or to delay in exercising any right or remedy shall operate as a waiver, except as specifically provided above in the event the Board or Committee fails to respond to certain requests.No waiver shall be effective unless it is in writing, signed by the President or Vice President of the Board on behalf of the Association, or by the Chairman of the Design Review Committee on behalf of the Committee.

19.7. Limitation of Liability. Neither the Association, the Design Review Committee, nor any officer or member of the Board shall be liable to any party for any action or for any failure to act with respect to any matter arising by, through or under the Wilson Ranch Documents if the action or failure to act was made in good faith.The Association shall indemnify all of the Committee members and officers and Board members with respect to any act taken in their official capacity to the extent provided in this Declaration and by law and in the Articles and Bylaws of the Association.

19.8. Conflicts Between Documents. In case of conflict between this Declaration and the Articles of Incorporation or the Bylaws, this Declaration shall control.In case of conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall control.In case of conflict between this Declaration and the Design Guidelines, the Design Guidelines shall control.

19.9. Assignment. Declarant may assign all or any part of its rights and reservations hereunder to any successor who takes title to all or part of the Property in a bulk purchase for the purpose of development and sale.Such successor shall be identified, the particular rights being assigned shall be specified, and, to the extent required, concomitant obligations shall be expressly assumed by such successor, all in a written instrument duly recorded in the official records of Okanogan County, Washington.

In Witness Whereof, Declarant has executed this Declaration as of the _____ day of ____________, 2000.

DECLARANT:

METHOW VALLEY, LLC,
a Washington limited liability company

By:R.D. Merrill Company,
Its Manager and Member

On this day personally appeared before me ______________________________, to me known to be the ____________ of R.D. Merrill Company, the Manager and Member of METHOW VALLEY, LLC, the Washington limited liability company that executed the foregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such limited liability company, for the uses and purposes therein mentioned, and on oath stated that [he/she] was duly authorized to execute such instrument.

Given Under My Hand and Official Seal this _____ day of _______________________________, 2000.

Exhibit A

DESCRIPTION OF THE PROPERTY

THAT PORTION OF HOMESTEAD ENTRY SURVEY (HEREINAFTER REFERRED TO AS HES) NO. 84 AS DESCRIBED IN PATENT RECORDED IN VOLUME "H" OF PATENTS PAGE 260, AND HES NO. 250 AS DESCRIBED IN PATENT RECORDED IN VOLUME "I" OF PATENTS PAGE 566, ALL IN THE RECORDS OF OKANOGAN COUNTY, WASHINGTON DESCRIBED AS FOLLOWS:

BEGINNING AT CORNER NO. 1 OF SAID HES NO. 250; THENCE S 87°22'50" W ALONG THE SOUTHERLY LINE OF SAID SURVEY 1057.45 FEET TO CORNER NO. 2 OF SAID SURVEY; THENCE CONTINUING ALONG SAID SOUTHERLY LINE N 56°12'13" W 234.39 FEET; THENCE N 56°15'17" W 501.71 FEET TO A POINT THAT LIES 244.10 FEET FROM CORNER NO. 9 OF HES NO. 250; THENCE LEAVING SAID SOUTHERLY LINE N 33°44'43" E 821.84 FEET; THENCE N 87°06'03" E 324.29 FEET; THENCE N 42°06'03" E 306.64 FEET; THENCE N 0°28'45" E 49.32 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF STATE HIGHWAY NO. 20 AND A POINT OF CURVE TO THE RIGHT WHOSE CENTER LIES S 0°28'45" W 3770.00 FEET DISTANT; THENCE EASTERLY ALONG SAID RIGHT-OF-WAY AND CURVE THROUGH A CENTRAL ANGLE OF 2°44'58" AN ARC DISTANCE OF 180.87 FEET; THENCE LEAVING SAID RIGHT-OF-WAY S 58°46'48" E 793.50 FEET TO CORNER NO. 12 OF SAID HES NO. 250; THENCE N 7°35'25" E 293.12 FEET TO SAID SOUTHERLY RIGHT-OF-WAY AND A POINT OF CURVE TO THE RIGHT WHOSE CENTER LIES S 14°18'49" W 3760.00 FEET DISTANT; THENCE EASTERLY ALONG SAID RIGHT-OF-WAY AND CURVE THROUGH A CENTRAL ANGLE OF 19°01'21" AN ARC DISTANCE OF 1248.34 FEET; THENCE LEAVING SAID RIGHT-OF-WAY S 13°48'54" W 1120.53 FEET TO THE SOUTHERLY LINE OF SAID HES NO. 84; THENCE N71°35'10" W ALONG SAID LINE 1087.96 FEET TO THE POINT OF BEGINNING.

SUBJECT TO THE RIGHT-OF-WAY FOR EARLY WINTERS DITCH AND RESERVATION OF THE RIGHT TO JOINT USE OF THE LATERAL DITCH AS DISCLOSED BY DEED RECORDED SEPTEMBER 15, 1980 UNDER AUDITORS FILE NO. 671654, OKANOGAN COUNTY, WASHINGTON RECORDS.

AFFECTS HES NO. 84.

Restated and Amended Declaration of Covenants, Conditions, Restrictions and Easements for Wilson Ranch

ARTICLE STATEMENT OF PURPOSE AND IMPOSITION OF COVENANTS

ARTICLE 2. DEFINITIONS

ARTICLE 3. THE ASSOCIATION

ARTICLE 4. COVENANT FOR MAINTENANCE ASSESSMENTS

ARTICLE 5. PROPERTY RIGHTS OF OWNERS

ARTICLE 6. DESIGN REVIEW COMMITTEE

ARTICLE 7. CONSTRUCTION AND ALTERATION OF IMPROVEMENTS

ARTICLE 8. PROPERTY USE RESTRICTIONS

ARTICLE 9. MAINTENANCE

ARTICLE 10. INSURANCE AND FIDELITY BONDS

ARTICLE 11. DAMAGE OR DESTRUCTION

ARTICLE 12. CONDEMNATION

ARTICLE 13. EXPANSION

ARTICLE 14. OPEN SPACE ENFORCEMENT BY OKANOGAN COUNTY

ARTICLE 15. MORTGAGEE PROVISIONS

ARTICLE 16. ENFORCEMENT OF COVENANTS

ARTICLE 17. RESOLUTION OF DISPUTES

ARTICLE 18. DURATION OF THIS DECLARATION AND AMENDMENT

ARTICLE 19. PRINCIPLES OF INTERPRETATION

Restated and Amended Declaration of
Covenants, Conditions, Restrictions and Easements
for Wilson Ranch