SUB-DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF SUN VALLEY P.U.D I SUN VALLEY I-A SUN VALLEY II

ARTICLE X

GENERAL PROVISIONS

Section 1. Duration.
The covenants, conditions and restrictions of this Sub-Declaration shall run with and bind the Properties, and shall inure to the benefit of and be enforceable by the Sub-Association, the Company, and any Owner, their respective legal representatives, heirs, successors, and assigns from the date this Sub-Declaration is recorded until this Sub-Declaration is terminated. This Sub-Declaration may be terminated only at a meeting of the Members, after giving to each Member at least forty-five (45) days written notice in advance of said meeting that termination will be considered; upon the affirmative vote of three-fourths (3/4ths) of the votes cast by Members present and voting; with the written consent (in recordable form) of Institutional Mortgagees holding first mortgages securing three-fourths (3/4ths) of the aggregate outstanding dollar balance of all mortgages encumbering the Properties.

1. Notwithstanding the foregoing, no termination may be effective prior to December 31, 2007, without the consent of the Developer and the Company.
2. In the event that the Sub-Association votes to terminate this Sub-Declaration, the President and Secretary of the Sub-Association shall execute a certificate which shall set forth the resolution of termination specifying the date of the meeting of the Sub-Association at which such resolution was adopted, the date that notice of such meeting was given, the total number of votes of the Sub-Association, the total number of votes required to constitute a quorum at a meeting of the Sub-Association, the number of votes necessary to adopt a resolution terminating this Sub-Declaration, the total number of votes cast in favor of such resolution, and the total number of votes cast against such resolution. Said certificate and all the required consents of mortgagees shall. be recorded in the Official Records of Palm Beach County, Florida, and may be relied upon for the correctness of the facts contained therein as they relate to the termination of this Sub-Declaration.
3. Termination of Sub-Declaration. Should this Sub-Declaration be terminated as provided for herein, all Common Property and Recreational Facilities owned or held by the Sub-Association at such time shall be transferred to a trustee appointed by the Circuit Court of Palm Beach County, Florida, which trustee may sell the Common Property and Recreational Facilities free and clear of the limitations imposed hereby upon terms established by the Circuit Court of Palm Beach County, Florida. The proceeds of such a sale shall first be used for the payment of any debts of obligations constituting a lien on the Common Property or Recreational Facilities, then for the payment of any obligations incurred. by the trustee in the operation, maintenance, repair and upkeep of the Common Property or Recreational Facilities. The excess of proceeds, if any, from Common Property and Recreational Facilities shall be distributed among property Owners in a proportion which is equal to the proportionate share of such Owners in the annual budget. Where the portion of the Properties owned by any Owner is encumbered by a mortgage, the distribution attributable to said portion of the Properties shall be applied as provided in said mortgage either as specifically provided therein or as provided in cases of condemnation awards. Notwithstanding the foregoing, should this Sub-Declaration be terminated as provided for herein, said Trustees shall dedicate an easement for the operation and maintenance responsibility of the Sub-Association for the surface water management system as provided for herein to an appropriate public agency or utility. In such event that acceptance of said dedication is refused, an easement for the operation and maintenance responsibility of the Sub-Association for the surface water management system shall be dedicated to any non- profit corporation, association, trust or other similar organization.

Section 2. Amendments_by_Members.
This Sub-Declaration may be amended at any time by the members upon the affirmative vote of Three-fourths (3/4ths) of the votes cast by the Members present at a duly called and held meeting of the Sub-Association. If the affirmative vote required for approval of action under the specific provision to be amended, is a higher or lower percentage, then such higher or lower percentage shall be required to approve amendment of that provision. Notice shall be given at least forty-five (45) days prior to the date of the meeting at which such proposed amendment is to be considered. If any proposed amendment to this Sub-Declaration is approved by the Members as set forth above the President and Secretary of the Sub-Association shall execute an Amendment to this Sub-Declaration which shall set forth the amendment, the effective date of the amendment which in no event shall be less than sixty (60) days after the date of recording the amendment, the date of the meeting of the Sub-Association at which such amendment was adopted, the date that notice of such meeting was given, the total number of votes of members of the Sub-Association, the total number of votes required to constitute a quorum at a meeting of the Sub-Association, the number of votes necessary to adopt the amendment, the total number of votes cast for the amendment, and the total number of votes cast against the amendment. Such amendment shall be recorded at the Official Records of Palm Beach County, Florida. Notwithstanding the above, any amendment which would affect the surface water management system, including the surface water management portions of the common areas, must have the prior approval of the South Florida Water Management District; and any amendment which would affect the Common Property must have the prior approval of every Governmental Agency having jurisdiction thereof; and any amendment which would diminish the rights and powers of the Company must have the prior approval of the Company; and any amendment which would diminish the rights and powers of the Master Association must have the prior approval of the Master Association; and any amendment which would diminish the rights and powers of the Developer must have the prior approval of the Developer.

Section 3. Amendments by Developer.
The Developer may amend this Sub-Declaration at any time that it shall be in control of the Sub-Association without the consent of the Members. The Developer may amend this Sub-Declaration at any time, without the consent or approval of the Members, to correct any scrivener's errors. In that regard, the Developer shall be the sole judge of what constitutes a scrivener's error.

Section 4. Quorum.
Quorum requirements in the Articles of Incorporation to the contrary notwithstanding, the first time any meeting of the Members of the Sub-Association is called to take any action, the presence at the meeting of the Members or proxies entitled to cast sixty (60%) per cent of the total vote of the Members shall constitute a quorum. If the required quorum is not present at any meeting, a subsequent meeting may be called upon the giving of proper notice and the required quorum at each such subsequent meeting shall be the presence of the Members or proxies entitled to cast that per cent of the total vote of the Members which is ten (10) whole percentage points less than the percentage required at the immediately preceding meeting. The failure to attend a meeting may result in the Sub-Association being controlled by a minority.

Section 5. Notices.
Any notice required, to be sent to any Member or Owner under the provisions of the Sub-Declaration shall be deemed to have been properly given, when mailed, with the proper postage affixed, to the last known address of the person or entity who appears as Owner in the Public Records of Palm Beach County, Florida, as said address appears on the records of the Sub-Association. Notice to one of two or more co-owners of a Residential Lot or Family Dwelling Unit, shall constitute notice to all co-owners. It shall be the obligation of every Member to immediately notify the Secretary of the Sub-Association in writing of any change of address. Any person who becomes an Owner and Member following the first day in the calendar month in which said notice is mailed shall be deemed to have been given notice, if said notice was given to his predecessor in title. In the event notice of change of ownership of the property of any Member is not furnished to the Sub-Association as provided in Section 3 of Article III hereof, any notice sent by the Sub-Association to the Owner last known to the Sub-Association shall be deemed proper notice under this section. Notice of meetings, proposed assessments, and all matters except proposed individual assessments or sanctions against particular properties or Owners shall be given only to the Voting Representatives and not to the general membership.

Section 6. Enforcement.
Enforcement of these covenants, conditions and restrictions shall be by any proceeding at law or in equity and may be instituted by the Developer, its successors or assigns, the Sub-Association, its successors or assigns, or any Owner. The failure by the Sub-Association, any Owner, or the Developer to enforce any covenant, condition, or restriction herein contained for any period of time shall in no event be deemed a waiver nor estoppel. of the right to enforce same thereafter. In any proceeding for the enforcement or to determine the construction of any of the provisions hereof, the prevailing party shall be entitled to an award of costs and reasonable attorneys' fees; provided, however, that no award of costs and reasonable attorneys' fees shall ever be entered against the Developer.

Section 7. Fines & Suspensions.
In addition to all other remedies a fine, fines or a suspension, including the suspension of voting rights, may be imposed upon an Owner for failure of an Owner and an Owner's tenants, guests, invitees, employees and other occupants for failure of an Owner, his family, guests, invitees, tenants, or employees to comply with any covenant, restriction, rule, or regulation contained herein or promulgated pursuant to this Sub-Declaration, or any applicable Supplemental Sub-Declaration, provided the following procedures are adhered to:

1. Notice: The Sub-Association shall notify the Owner of the infraction or infractions. Included in the notice shall be the date and time of the next Grievance Committee meeting providing the Owner an opportunity to present evidence and argument why a suspension and/or fine should not be imposed.
2. Hearing: A fine or suspension may not be imposed without notice of at least 14 days to the person sought to be fined or suspended and an opportunity for a hearing before the Grievance Committee. The Committee must consist of at least three members appointed by the Board of Directors who are not officers, directors, or employees of the Sub-Association, or the spouse, parent, child, brother, or sister of an officer, director or employee. If the Committee, by majority vote, does not approve a proposed fine or suspension, the fine or suspension may not be imposed.
3. Fines: The Grievance Committee may impose fines not in excess of One Hundred Dollars ($100.00) per day, each day. A fine may be levied on the basis of each day of a continuing violation, with a single notice and opportunity for hearing, except that no such fine shall exceed $5000 in the aggregate, plus interest, costs and attorney fees.
4. Payment of Fines: The Committee shall set the due day and fines shall be due not less than fourteen and no later than thirty days after notice of the imposition thereof.
5. Collection of Fines: IF payment of a fine and interest, costs, collection fees and attorney's fees are not timely paid, the the amount shall be treated as an individual assessment otherwise due to the Sub-Association and to the extent permitted by law, a lien.
6. Application of Fines: All monies received from fines shall be allocated as directed by the Board of Directors.
7. Nonexclusive Remedy: These fines shall not be construed to be exclusive, and shall exist in addition to all other rights and remedies to which the Sub-Association may be otherwise legally entitled. Any fines paid by the offending Owner need not be deducted from or offset against any damages that the Sub-Association or Sub-Associations may otherwise be entitled to recover by law from such Owner. The requirements of this Section do not apply to the imposition of suspensions or fines upon any member because of the failure of the member to pay assessments or other charges when due if such action is authorized by the governing documents.

Section 8. Severability.
Should any covenant, condition or restriction herein contained, or any article, section, subsection, sentence, clause, phrase or term of this Sub-Declaration be declared to be void, invalid, illegal, or unenforceable, for any reason by the adjudication of any court or other tribunal having jurisdiction over the parties hereto and the subject matter hereof, such judgment shall in no way affect the other provisions hereof which are hereby declared to be severable and which shall remain in full force and effect.

Section 9. Interpretation.
The Board of Directors of the Sub-Association shall have the right except as limited by any other provisions of this document or the By-Laws to determine all questions arising in connection with this Sub-Declaration and to construe and interpret its provisions, and its good faith determination, construction or interpretation shall be final and binding. In all cases, the provisions of this Sub-Declaration shall be given that interpretation or construction that will best tend toward the consummation of the general plan of development.

Section 10. Authorized Action.
All actions which the Sub-Association are allowed to take under this instrument shall be authorized actions of the Sub-Association if approved by the Board of Directors of the Sub-Association in the manner provided for in the By-Laws of the Sub-Association, unless the terms of this instrument provide otherwise.

Section 11. Execution of Documents.
To effectuate the Development Plan, Palm Beach County may require from time to time the execution of certain documents. To the extent that said documents require the joinder of Owners, the Developer, by its duly authorized officers may, as the agent or the attorney-in-fact for the Owners, execute, acknowledge, and deliver such documents, and the Owners, by virtue of their acceptance of deeds, irrevocably nominate, constitute, and appoint the Developer, though its duly authorized officers, as their proper and legal attorney-in-fact for such purpose. Said appointment is coupled with an interest and is therefore irrevocable. Any such documents executed pursuant to this section shall recite that it is made pursuant to this section.

Section 12. Non-profit Status.
Notwithstanding anything contained herein to the contrary, the Sub-Association will perform no act nor undertake any activity which will violate its non-profit or tax exempt status (if granted) under applicable state or federal law.

Section 13. Construction of Terms.
Whenever the context so permits, the use of the singular shall include the plural and the plural shall include the singular, and the use of any gender shall be deemed to include all genders.

Section 14. Liberal Construction.
The provisions of this Sub-Declaration shall. be liberally construed, to effectuate its purpose of creating a uniform development plan for the operation of the Properties.

Section 15. Dissolution of Sub-Association.
The Sub-Association may not be dissolved prior to the termination of this Sub-Declaration as heretofore provided. In the Event the Sub-Association is involuntarily terminated for failure to comply with the requirements of Chapters 607 and 617, Florida Statutes (1981), or otherwise:

1. The last directors as surviving trustees shall forthwith take such steps as may be necessary to immediately reinstate the Sub-Association' s corporate status, and until such corporate status is reinstated,
2. The last directors as surviving trustees shall continue the activities of the Sub-Association, and
3. Each of the Members of the Sub-Association shall be responsible for the proper performance of the mandatory functions of the Sub-Association as specified in Article IV, Section I of this Sub-Declaration.

Section 16. Failure of Sub-Associations to Fulfill their Responsibilities.
If at any time it appears to the Board of Directors of the Master Association that this Sub-Association is not properly fulfilling its responsibilities hereunder and under its Sub-Declaration, to the extent that the appearance, residential standards, surface water management system, health, or safety of Sun Valley P.U.D. is jeopardized, or if the Sub-Association is delinquent in the payment of any assessment to the Master Association, the board of directors may, after at least 15 days written notice to the Sub-Association and furnishing the officers of the said Sub-Association an opportunity to be heard, assume all or any portion of the rights and responsibilities of said Sub-Association until the officers of said Sub-Association demonstrate to the reasonable satisfaction of the board of directors of the Master Association that the Sub-Association will properly exercise its responsibilities. Upon any such assumption of authority by the Master Association, it shall be entitled to demand and immediately receive all funds and property of the said Sub-Association, the power to draw upon the funds of said Sub-Association in any financial institution without prior consent or counter-signature of the officers of said Sub-Association, the power and authority to assess each of the members of said Sub-Association as provided in the applicable Declaration, and the power and authority to levy and enforce liens for collection of said assessments as provided in the applicable Declaration. All reasonable expenses incurred by the Master Association in the exercise of its powers under this section, including but not limited to reasonable attorneys' fees (whether suit is brought or not), accountants' fees, and professional management fees (the Master Association is hereby empowered to place the affairs of the Sub-Association subjected to the provisions of this section in the hands of professional management agents), shall be paid by the Sub-Association as a common expense. Should the Sub-Association fail to operate or maintain the surface water management system as provided in the set of Sub-Association homeowners' documents, the Master Association is authorized to act pursuant to its power granted hereunder as well reserved in the Master Declaration.

Section 17. Change in Density by Developers.
Whenever reference is made in this Sub-Declaration to the number of Units projected by the Development Plan for the various areas of the Properties, including but limited to the provisions relating to voting and assessments, such projected number of Units, as same may be amended from time to time by the Developer, is the maximum number of Units projected for such areas. The actual number of Units constructed may be less, as determined by the Developer of each such area (subject to the approval of the Company, which shall not unreasonably be refused). Until the recording in the Public Records of a plat or the issuance of approval of a final development plan by applicable governmental authorities establishing that less than the number of Units projected by the Development Plan are to be constructed, the number of Units projected by the Development Plan for each area shall be utilized for all purposes. After approval of a final development plan or recording of a plat establishing that a different number of Units are to be constructed, said different number of Units shall be utilized for all purposes under this Sub-Declaration. The determination of the A.R.C. (established under the Master Declaration) as to the number of Units to be constructed shall be final.

Section 18. Compliance with Requirements of Board of County Commissioners (Petition 85-162 and action thereon).
The development of Sun Valley P.U.D. shall at all times be governed by and be consistent with the contents of Petition No. 85-162 as approved by the Board of County Commissioners of Palm Beach County on January 3, 1986 and confirmed by Resolution No. R-86- 477 on April 8, 1986, and as the same may be lawfully amended. In the event that any of the terms and conditions of this Sub-Declaration or any Supplemental Declaration contemplated hereunder are inconsistent with the requirements and conditions imposed by the Board of County Commissions of Palm Beach County, the latter shall prevail.