TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF THE ABUERGE'

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1 Tulsa coun ty ClerK- EARLENE WILSON Doc J Pag9s 20 Receipt # /01/05 15:01 :54 Fee I l I E ~ AMENDMENT TO THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF THE ABUERGE' WHEREAS, Westec Properties, L.L.C., an Oklahoma imited l liabil ity company, as owner (the "Owner"), executed and filed r fo record the Declaration of Covenants, Conditions and Restrictions of The Auberge', a subdivision in Tulsa County, State of Oklahoma, as Plat. No 5879 (the "Original Dedication") ; and WHEREAS, Section V of the Original Dedication inadve rtently included language from another section thereof and omitted tain cer language there from; and WHEREAS, certain sec tions of the Original Ded ication were inadvertently misnumbered ; and WHEREAS, Owner and LifeStyle Builder Group, L.L.C., an Oklahoma limited liability company ("LifeStyle") are vested with fee simple title 100% to of the lots in The Auberge' and they file this Amendment to clari fy the force and effect of the Original Dedication. NOW THEREFORE, for good and valuable consideration Owner and LifeStyle amend the Origin a) Dedication by subs tituting the attached Declaration of Covenants, Conditions and Restrictions of The Auberge ' for the Original Dedication. The attached Declaration totally supersedes and replaces the Original Dedication. IN WITNESS WHEREOF, Westec Properties Oklahoma, L.L.C., an Oklahoma limited liability company and LifeS tyle Builder Group, L.L.C., an Oklahoma limited liability company have executed this instrument this 6th day of September Westec Properties Oklahoma, L.L.C. an Oklahoma limited Liability Company By: First Equity Corporation, an Oklahoma corporation, It s Manager j S H A R R IE N IC H O L S OIN NK-B L E Y N O T A R V P U B U- C S TA TE OOF klahom a Tulsa CO U NTY M Y C O M M ISS IO N E XPIR ES JUN E 5, 2007 C O M M IS S IO# N 0:llO5187 TULSA ABSTRACT & TITLE CO. C 12 D E N V E R A V E - TULSA, OK 74119

2 LifeStyle Builder Group, L.L.C., an Oklahoma limited liability company By: Walker Management Group, L.L.C., an Oklahoma limited liability company its Manager I By: Douglas E. Walker, its Manager and duly authorized agent and B y : C : & D Homes L.L.C. an Oklahoma limited liability company its Manager BY:-r~ ~=- Davis, its Manager duly authorized agent STATE OF OKLAHOMA ) )SS. COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this 6 day of September 2005, by Ronald G. Kelley, President of First Equity Corporation, manager for and on behalf of Westec Properties Oklahoma, L.L.C. SHARRIE NICHOLSO N~BINKlEY N O T A R Y P U B U C - S T A T E O F O K la H O M A T uls a C O U N T Y M Y C O M M IS S IO N E X P IR E S, 2001 J U N E 5 C O M M IS S IO # N " 7 Notary Public STATE OF OKLAHOMA ) ) S.S. COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this 6 day of September 2005, by Douglas E. Walker, Manager of Walker Management Group, L.L.C., Manager for and on behalf of LifeStyle Builder Group, L.L.C. SHARR'E NICHOLSON-BINKLEV NOTARY PUBUC - STATE OF OKlAHOMA TU LS A C O U N T Y M Y C O M M IS S IO N E X P IR E S J U N E 5, C O M M IS S IO# N

3 STATE OF O K LA H O M A } )S.S. COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this~ day of September 2005, by B. J. Davis, Manager of C & D Homes L.L.C., Manager for and on behalf of LifeStyle Builder Group, L.L.C. Notary Public SHA RR IE NICH O LSO-BIN N KlEY N O T A R Y P U B lic -S T A T E O F O K L A H O M A T U L S A C O U N T Y M Y C O M M IS S IO N E X P IR E S JU N E 5, C O M M IS S IOII N

4 FIRST AMENDED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF THE AUBERGE' Westec Properties Oklahoma, L.L.C., an Oklahoma limited liability company, is the Owner of the Following described property.. EXHIBIT 'A' A tract of land situated in the E/2 of Section 16, T-17-N, R-I3-E, of the I.B.M., Tulsa County, State of Oklahoma being a part of Lot 6, Block I, Sitrin Center Addition to the City of Bixby, Tulsa County, State of Oklahoma, according to the recorded Plat thereof, (Plat No. 2993) and being more particularly Described as follows, to-wit: Commencing at the Southeast comer of said Section J 6, Thence Due North and along the East line of Said Section 16 a distance of feet, Thence N 8920'10" W along the North line of Said Lot 3, Block 1, Sitrin Center Addition and the South line of Said Falcon Ridge Estates for 25 feet to the Northeast Corner of Said Lot 3, Block I, Sitrin Center Addition, Thence Due South along the East line of Said Lot 3, Block 1, Sitrin Center Addition, for feet to the true point of beginning, Thence Due West for 25Feel, Thence N 4440'05" W for feet, Thence N 89 20'10" W for feet, Thence S 8747'59" W for feet, Thence N 8920'10" W for feet, Thence Due South for feet, Thence S 89 26'52" E for feet, Thence Due South for feet to a point on the North line of "White Hawk Golf Villas" a subdivision to the City of Bixby, Tulsa County, Oklahoma according to the recorded Plat Thereof, (Plat No. 5533), Thence S 8926'52" E and along the North line of said "White Hawk Golf Villas" for feet, Thence Due North and along the West line of Reserve "B", White Hawk Golf Villas for feet, Thence S '52" E and along the North line of Reserve "B ", While Hawk Golf Villas for feet to a point on the East line of said section16, Thence Due North and along the East Line of said Section 16for feet, Thence Due West for 25 feet to the point of beginning and containing acres more' or less Westec Properties Oklahoma, L.L.C., hereby declares that all of the properties described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants, liens and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with, the real property and be binding on all parties having any right, title or interest in the described properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof. The Declarant hereby declare that the Property shall be held, sold and conveyed subject to the Covenants, Conditions and Restrictions set forth below. ARTICLE I DEFINITIONS 1. "Area of Com man Responsibility" shall mean and refer to the Common Areas, together with those reas, if any, which by contract or agreement or pursuant to the terms of this Declaration, become the responsibility of the Association, including but not limited to the right of ways, entrance monuments, fences, gates, ponds, neighborhood center, swimming pool, streets, and all other infrastructures and Reserve "B", including without limitation the Fence Area, but not limited of the White Hawk Golf Villas. 2. "Architectural Committee" shall mean the committee formed by the Association pursuant to Section III thereof. 3. "Association" shall mean and refer to The Auberge' Homeowner's Association, Inc., an Oklahoma non-profit corporation, its successors and assigns. 4. "Common Areas" shall mean all real property (including the improvements thereto) designated as a Reserve Area by a subdivision plat of the properties; or owned by the association for the common use and enjoyment of the owners, including but not limited to, Reserve "A" on the Plat of the Auberge' at Falcon Ridge, any other real property or interest therein conveyed to and accepted by the association. 4

5 5. "Declarant" shall mean and refer to Westec Properties Oklahoma, L.L.C., an Oklahoma limited liability company, its written designee, successors and assigns, if such entity should acquire more than one undeveloped lot from the Declarant for the purpose of development and the rights of the Declarant reserved herein are transferred by an express assignment of such rights in a recorded deed. 6. "Fence Area" shall mean that portion of the rear yard of any Lot in Block One (1) and Block Three (3) extending from a fence or similar barrier erected by Declarant at the time of the Owner's purchase of any said Lot to South Yale Avenue. 7. "Garden Area" shall mean and refer to those portions of a Lot utilized by an owner for the planting of shrubs, flowers or plant materials in beds outside of the Lawn Area on any Lot. 8. "Lawn Area" shall mean and refer that portion of a Lot upon which grasses have been planted, less and except: (a) the Garden Area; (b) the rear yard; and (c) that portion of any side yard behind a front yard fence. 9. "Lot" shall mean and refer to any plot of land designated as a residential lot upon any recorded subdivision plat of the Properties. 10. "Member" shall mean a person or entity who is a member of the Association as provided in Article III thereof. 11. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. 12. "Patio Home or Home" shall mean and refer to any portion of a building situated upon the Properties designed and intended for use and occupancy as a residence by a single family. 13. "Properties" shall mean and refer to Lots shown on the recorded subdivision plat of The Auberge', and (in sole discretion of Declarant) Lots shown on a recorded subdivision plat dedicated by Declarant, its written designee, successors and assigns of reality situated in the East half of the Southeast Quarter (E/2 SE) of Section 16, Township 17 North, Range 13 East, Tulsa County, Oklahoma. ARTICLE II UTILITIES, EASEMENTS, ELECTRIC, GAS. WATER, SEWER SERVICE AND COMMUNICATIONS Section 2.1 Electric Service, Gas Service. Telephone and Cable Television Service. In connection with the installation of underground electric, telephone and cable television services, all of the lots are subject to the following: (a). (b). Street light poles or standards may be served by underground cable, and elsewhere throughout The Auberge', all supply lines shall be located underground in the easement way reserved for general utilities and streets shown on the Plat. Service pedestals and transformers, as sources of supply at secondary voltages, may be also located in such easement ways. Telephone lines and cable television cables, underground service cables to all houses which may be located on all lots in the Subdivision may be run from the nearest service pedestal or transformer to the point of usage determined by the location and construction of such house as may be located upon each said lot; provided that upon the installation of such a service cable to a particular house, the supplier of electric service, telephone or cable television service, shall thereafter be deemed to have a definitive, permanent, effective and exclusive right-of-way easement on each lot covering a five foot strip extending 2.5 feet on each side of such service cable extending from the service pedestal or transformer to the service entrance on said house. 5

6 (c). (d). (e). Section 2.2 The supplier of electric, gas telephone, and cable television service, through their proper agents and employees shall at all times have the right of access to all such easement ways shown on the Plat, or provided for in this Dedication for the purposes of installing, maintaining, removing, or replacing any portion of said underground electric, telephone, or cable television so installed by it. The owner of each lot shall be responsible for the protection of the underground electric, gas, telephone, and cable television facilities located on his property and shall prevent the alteration of grade or any construction activity which may interfere with said electric, gas, telephone or cable television facilities. The utility companies will be responsible for ordinary maintenance of underground electric, telephone or cable television facilities, but the owner will pay for the damage or relocation of such facilities caused or necessitated by acts of the owner or its agents or contractors. The foregoing covenants concerning underground electric, gas, telephone, and cable television facilities shall be enforceable by the supplier of electric, gas, telephone or cable television service, and the owner of each lot agrees to be bound thereby. W ater and Sew er ervice. S In connection with the provision of water and sanitary sewer, all of the lots are subject to the following provisions, to-wit: (a). (b). (c). (d). Section 3.1 (a). The owner of each lot shall be responsible for the protection of the public water mains and the public sanitary sewer facilities located on his lot and shall prevent the alteration of grade in excess of three feet (3') from the original contours or any construction activity which may interfere with said public water mains and/or sanitary sewer facilities. Said alteration of grade restrictions shall be limited to easement areas. The City of Bixby (the "City") will be responsible for ordinary maintenance of public water mains and public sanitary sewer facilities, but the owner will pay for damage or relocation of such facilities caused or necessitated by acts of the owner or his agents or contractors. The City, through its proper agents and employees, shall at all times have right of access with their equipment to all such easement ways shown on the Plat or provided for in this Certificate of Dedication for the purpose of installing, maintaining, removing or replacing any portion of said underground water and sewer facilities. The foregoing covenant concerning water and sewer facilities shall be enforceable by the City, and the owner of the lot agrees to be bound hereby. ARTICLE III USE RESTRICTIONS AND PROPERTY RIGHTS The Lots, Polio Homes and Common Areas shall be occupied and used as follows: Each Home shall be situated on a single Lot and shall be used as a private dwelling, and for no other purpose (less and except Lot 4, Block 3 of the Auberge', which may also be used for a community center and swimming pool site), except temporary uses as shall be permitted by Declarant while the Properties are being developed as Patio Homes are being sold by Declarant; provided, however, that Declarant reserves the right, for itself for a period of five (5) years from recordation hereof or until all homes are sold, whichever shall first occur, to carry on normal sales activity on the Properties, including the operation of models and a sales office, which may be located within a Home or within the clubhouse, as Declarant may elect from time to time, and Declarant shall have, during the above period, the non-exclusive right to use the Common Areas for such purposes, 6

7 (b). (c). (d). Subject to the provisions of these restrictions, use of the Common Areas shall be in accordance with and subject to the rules. regulations and limitations as adopted by the Association. Nothing shall be done or kept on any Lot or in any Common Area, which will increase the rate of insurance on the Common Areas or Homes without the approval of the Association, No Owner shall permit anything to be done or kept in his Lot or Home or in any Common Area which will result in the cancellation of insurance on any Common Area or which would be in violation of any law. No sign, billboard or advertisement or other sign of any kind shall be displayed to the public View on or from any Lot or Common Areas without the approval of the Association, except such signs as may be used by the Declarant in connection with the development of the project and the initial sale of the Lots and Homes. (e), (f), (g). (h). (i), (j). No animals of any kind shall be raised, bred or kept on any Lot or in any Home or in the Common Areas except that dogs, cats or other household pets may be kept subject to rules and regulations adopted by the Association. No Owner shall permit or suffer anything to be done or kept upon the premises, which will Increase the rate of insurance on any building. or on the contents thereon, or which will increase the rate of insurance on any building, or on the contents thereon, or which will obstruct or interfere with the rights of other occupants, or annoy them by unreasonable noises or otherwise, nor will any Owner commit or permit any nuisance on the premises without limiting the generality of the foregoing, no speaker, horn, whistle, siren, bell, amplifier or other sound device, except such devices as may be used exclusively for security devices, shall be located, installed or maintained upon the exterior of any Home or upon the exterior of any other improvements constructed upon any Lot. Nothing shall be done on any Lot or in or to any building or structure in the Common Areas which would structurally change any such building or structure, except as otherwise provided herein. Nothing shall be altered or constructed in or removed from the Common Areas or other Areas of Common responsibility except as provided herein or upon the written consent of the Association. There shall be no structural alteration, construction or removal of any perimeter fence or other structure without the approval of the Board of Directors of the Association as set forth in Article V hereof and upon such consent, such alteration, construction or removal shall be in accordance with the rules and regulations of the City of Bixby or any other regulatory authority having jurisdiction thereover. No building. fence or other structure shall be constructed upon any portion of any Common Area other than such building and structure as shall be constructed by Declaring (or a person to whom Declarant assigns its rights as Declarant) or by the' Association in accordance with the provisions of this Declaration. No garage or outbuilding erected on a Lot shall not at any time be used for human habitation, temporarily or permanently. nor shall any structure of a temporary character be used for human habitation. No Owner, guest, tenant, invitee or person shall park, store or keep any vehicle except wholly within the parking area designated therefore. No Owner shall park, store or keep any vehicle within any area designated for guest parking. No person, Owner, tenant, guest, or invitee shall park any vehicle, such successor obstruct, or otherwise prevent the use of any Reserve Area, including n without limitation, Reserve "An, No Owner shall park, store or keep any large commercial type vehicle (dump truck, cement mixer truck or gas truck, etc), or any recreational vehicle (camper unit. motor home, trailer, boat trailer, mobile home or other similar vehicle), boats over twenty (20) feet in length 7

8 or any vehicle other than a private passenger vehicle upon any uncovered parking space. The above excludes pick-up and camper trucks up to and including three-quarter (3/4) ton when used for everyday transportation. No Owner of a Lot shall conduct major repairs or major restorations of any motor vehicle, boat, trailer, aircraft or other vehicle upon any portion of any Lot or upon the Common Areas, including the garage spaces, except for emergency repairs thereto and then only to the extent necessary to enable movement thereof to a proper repair facility. Notwithstanding anything herein expressed or implied to the contrary: no Owner shall be permitted to park, store or keep any vehicle in their driveway; each Owner must park all vehicles in their garage; and any vehicle of a guest or invitee (whether or not titled in Owner) may not be parked on any driveway for a period of more than five (5) days during any thirty (30) day period. (k). (I). (m). (n). (o). (p). (q). All Owners shall be Members of the Association and all Owners, members of their families, guests, tenants, and invitees shall comply with the terms and conditions as set forth in the Articles of Incorporation and Bylaws and any rule or regulation of the Association. No Owner shall transfer any Membership or interest in the Association, except upon the transfer of the Lot to which it is appurtenant. Deleted in 4 th Amendment. No owner shall install or cause to be installed any television or radio antenna or other similar electronic receiving device on any portion of the exterior of any building in the Properties except in accord with rules and regulations adopted by the Association. No owner shall install or cause to be installed any wind generators on any Lot. No solar collectors shall be installed on any Lot without the prior written approval of the Association. No exterior lighting, emanating from a Lot, shall be directed outside the boundaries of the Lot without the prior written consent of the Board of Directors of the Association. With the exception of a foreclosure proceeding or any deed or other arrangement in lieu of foreclosure, no owner shall be permitted to lease a Patio Home for transient or hotel purposes, No owner may lease less than the entire Home. Any lease agreement shall provide that the terms of the lease shall be subject in all respects to the provisions of the Declaration of Covenants, Conditions and Restrictions and the Bylaws and that any failure by the lessee to comply with the terms of such documents shall be a default under the lease. No structure, planting or other material shall be placed or permitted to remain upon any Lot which may damage or interfere with any easement for the installation or maintenance of any utilities, or which may unreasonably change, obstruct or retard direction or flow of any drainage or obstruct or otherwise impede the Association's obligation to maintain the Lawn and Garden Areas. Except for original construction authorized by Declarant or its designee, no fence or wall of any kind shall be erected, placed or maintained or permitted to remain upon a Lot. (r). All trash, garbage and refuse stored outside any Home shall be stored in covered receptacles and be regularly removed from the Lots and shall not be allowed to accumulate thereon. Trash and garbage containers shall not be permitted to remain in public view except on days of trash collection. Section 3.2 Members' Easement of Enjoyme nt. Every member shall have a right and easement of enjoyment in and to the Common Areas, which shall pass with the title to every Lot, subject to the following provisions: (a). The right of the Association to suspend the voting rights of an owner for any period during which any assessment against the owner's Lot remains unpaid; and for any infraction of its published. rules and 7

9 (b). (c). (d). (e). Section 3.3 regulations or a breach of any obligation of the owner pursuant to the terms and conditions hereof, or in the Articles of Incorporation or Bylaws of the Association; The right of the Association to deny the rights of an owner to utilize the use of any recreational or public facilities for any period during which any assessment against the owner's Lot remains unpaid; and for any infraction of its published rules and regulations or a breach of any obligation of the owner pursuant to the terms and conditions hereof, or in the Articles of Incorporation or Bylaws of the Association; The right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by two-thirds of each class of members has been recorded; provided, however, that the Association shall have the right to grant permits, licenses and easements over the Common Areas for utilities, roads or other purposes reasonably necessary or useful for the maintenance or operation of the Properties and Common Areas; The right of the Declarant and the Association in accordance with these Articles and Bylaws, to borrow money for the purpose of improving the Common Areas and in aid thereof to mortgage or otherwise encumber the Common Areas. The rights of the Association to take such steps as are reasonably necessary to protect the Common Areas against foreclosure. Mutual Access Easements for Vehicular Traffic. In addition to the general easements for use of the Common Areas granted herein, there shall be and Declarant hereby covenants for itself and all future owners of Lots in the Addition that each owner shall have a non-exclusive easement appurtenant for vehicular and pedestrian traffic in designated areas over Reserve "A" as shown on and dedicated by the Plat and Deed of Dedication of the Addition. The easements granted in this Section are for the purpose of providing vehicular and pedestrian access, ingress and egress to the Lots. No owner shall obstruct the easements or in' any manner interfere with the use of such easements by others. The Association shall maintain and repair the Reserve "A, the cost of which shall be included in the assessments of the Association as hereinafter, provided. Section 3.4 Easements for Encroachments. There is hereby reserved a reciprocal, appurtenant easement of encroachment as between each Lot and such portion or portions of the Common Area adjacent thereto as between adjacent Lots due to the unintentional placement or settling of shifting of the improvements constructed, reconstructed or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than two feet as measured from any point of the common boundary between such Lots and the adjacent portion of the Common Area or as between said adjacent Lots, as the case may be, along a line perpendicular to such boundary at such point; provided however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of an owner, tenant or the Association. There shall also be an easement for the maintenance of said encroachments so long as they shall exist. These easements are for the benefit of the Lots adjacent thereto and shall run with the land; providing, however, that the Association shall have no obligation for the repair of such encroaching structures. Section 3.5 Easements for Utilities. There is hereby reserved to Declarant and the Association, or their duly authorized agents and representatives, blanket easements upon, across, over and under all of the Areas of Common responsibility and to the extent reasonably necessary, over the Lots and through the Patio Homes, for ingress, egress, installation, replacing, repairing and maintaining cable television systems. irrigation systems. television antenna systems, security and similar systems, and all utilities, including but not limited to, water, sewer, telephones, gas and electricity. 8

10 Section Easement to Declarant. There is hereby reserved to Declarant and the Association, or their duly authorized agents and representatives, such access easements as are necessary to perform the duties and obligations of the Association as are set forth in this Declaration, or in the Bylaws or the Articles. Section 3.7 Utility and Drainage Easement. Notwithstanding anything herein expressed or implied to the contrary, this Declaration shall be subject to all easements heretofore or hereafter granted by Declarant for the installation and maintenance of utilities and drainage facilities that are necessary for the development of the property. Section 3.8 Fence Easement. Notwithstanding anything herein expressed or implied to the contrary, each Owner hereby grants the Association a perpetual easement and right of way over, through and across the Fence Area to construct and maintain a fence. The Architectural Committee shall have the exclusive right, in its own discretion, to design, erect and maintain any fence upon said easement. Section 3.9 Legal Title to Common Areas. The Declarant may retain the legal title to the Common Areas until it determines, in its sole discretion, that the Association is able to maintain the same. Notwithstanding any provisions to the contrary herein, Declarant hereby covenants, for itself, its successors and assigns that it shall convey the Common Areas to the Association, free and clear of all liens and encumbrances, except ad valorem taxes and assessments for the year in which the conveyance is made, and except for all restrictive covenants, easements, and rights-of-way of record, if any, upon or at such time as there are no longer any outstanding Class B shares, pursuant to Article VI hereof Section 3.10 Association 's Responsibility. The Association shall maintain and keep in good order: (a). (b). (e). (d). the Area of Common Responsibility, including but not limited to the Common Areas; the Lawn Area; the Fence Area and the lawn sprinkler system installed by the Declarant. All such maintenance to be paid by the Association and funded from assessments as provided herein. Without limiting the foregoing, the Association shall be responsible for mowing, fertilizing, trimming and otherwise caring for the Lawn Areas, as well as planting, pruning. fertilizing and otherwise maintaining the trees, shrubs and other plant materials in the Common Areas. The Association, subject to the rights of the owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Area of Common Responsibility and all improvements thereon. The Association may exercise any other right or privilege given to it expressly by this Declaration or the Bylaws, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to the Association herein or reasonably necessary to effectuate any such right or privilege. Section 3.11 Owner's Responsibilities. Except as otherwise provided in this Declaration, all maintenance of the Lots and all improvements, structures, Homes, Garden Areas, rear yards of any Lot, parking areas, and other improvements with the Lots, shall be the sole responsibility of the Owner thereof who shall perform such maintenance in good order consistent with community wide standards of the Project. If such maintenance is not properly performed by the owner, the Association may perform such

11 maintenance and assess the owner for the cost thereof, which shall be a lien upon the Lot. Except in the case of an emergency, the Association shall afford the owner reasonable notice and opportunity to cure the problem prior to undertaking such maintenance. 9

12 Section 3.12 Delegation of Use. Any owner may delegate, in accordance with the Bylaws, his right of enjoyment to the Common Areas and facilities to the members of his family, his tenants, or contract purchasers who reside on the property. Section 3.13 Minimum Home Area. No Home unit on any Lot shall be constructed with less than fourteen hundred (1,400) square feet of enclosed living area for anyone single-family unit, exclusive of open porches, garages, or breezeways. Section 3.14 H ome M aterial s. Material used for the construction of any improvements shall be composed of 75% brick or masonry to the "plate line" of the first floor of the dwelling. Section 3.15 Roofing Materials. No structure shall be erected, altered or permitted with a roof made from composition, shingle or roll-type granulated surface material. Provided, however, certain high quality composition and existing and future types of synthetic or natural roofing materials such as "Tamko Heritage with a weathered wood appearance" (or its equivalent) may be used upon written approval of the Architectural Committee, in its sole discretion. Provided, however, all roofing materials used on any Patio Home or Home shall be of like materials. ARTICL E IV PUD STANDARDS Section 4.1 PUD #34 Development Standards. Whereas, the Subdivision was submitted as a Planned Unit Development (designated as PUD 600) pursuant to Sections of Title 42, Bixby Revised Ordinances (Bixby Zoning Code), as the Bixby Zoning Code existed on January I, 2oo0, approved by the Bixby Metropolitan Area Planning Commission on May 2, 2005 and approved by the Council of the City of Bixby, Oklahoma on May 9, 2005, with the implementing ordinance no. 896 published November, 2004; and Whereas, Owner desires to establish restrictions for the purpose of achieving an orderly development for the mutual benefit of the Owner, its successors in title and the City of Bixby, Oklahoma; and Whereas, the Planned Unit Development provisions of the Bixby Zoning Code require the establishment of covenants of record inuring to and enforceable by the City of Bixby. Oklahoma, sufficient to assure continued compliance with the approved planned unit development and amendments thereto; and Therefore, the Owner do eshereby impose the following restrictions and covenants which shall be covenants running with the land, binding upon the Owner and its successors in title and enforceable by the Owner, any person owning a lot in the Subdivision and by the City of Bixby, as hereinafter set forth. Gross Land Area: Permitted Uses; Maximum Number of Lo ts: acres Use Unit 6, including without limitation, electronically restarted access and landscaped entryway and accessory uses. Lot 4, Block 3, of the Auberge" may be used for a community center and swimming pool site. 78

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14 Maximum Building Height: Maximum Lot Width: Minimum Lot Area: Minimum Building Setbacks: 35 Feet 55 Feel 5,500 Square Feet (From the lot line) Front Yard: Rear Yard: Side yard (each) 20 Feet 20 Feet Provided, for each lot abutting a non-arterial street right-of-way on two sides, the owner may select the from yard and 5 Feet the other yard abutting the non-arterial public street shall not be less than 15 feet; provided further, that garages which access this street shall be setback a minimum of 20 feet. Off Street Parking: Two enclosed off-street parking spaces per dwelling unit and at least two additional off-street parking spaces per dwelling unit. Signage: Two entry identifications shall be permitted with a maximum display area of 34 square feet. Section 5.1 Section V PRIVATE STREETS (a). Designation. The streets, as shown on the accompanying Plat as Reserve A are herein designated as private streets for the common use and benefit of the owners of lots within The Auberge, their guests and invitees, for the purpose of providing access to and from the various lots and for providing decorative fencing and landscaping, and are reserved by Declarant for subsequent conveyance to the property homeowners' association to be formed as provided in Section VI below for the purpose of the administration and maintenance of the streets and other common areas of The Auberge, subject to the grants contained in the succeeding paragraph. (b). Access. The Declarant hereby grants to the City of Bixby, the United States Posta! Service and to any public utility providing a utility service to The Auberge, the right to enter and traverse the private streets and to operate thereon all service, emergency and government vehicles including, but not limited to, police and fire vehicles and equipment, and does further grant to the City of Tulsa and to any public utility providing a utility service to The Auberge the right to make various underground utility crossings of the private streets as reasonably necessary to provide service, and upon the installation of any such utility line, cable or facility, such grantee shall be deemed to have a definitive perpetual easement covering a strip ten (10) feet in width extending five feet (5') on each side of the utility line cable or facility. (c). Standards. The Declarant, for itself and its successors, hereby covenants with the City of Bixby, which covenants shall run with the land and inure to the benefit of the City of Bixby and shall be enforceable by the City of

15 Bixby: 11

16 (I). The Minimum width of the private streets shall be 26 feet face-to-face of curb and all base and paving materials shall be of a quality and thickness, which meet the January 1,2004, Bixby standards for minor residential public streets. (2). To prohibit the erection of any arch or similar structure over any private street as depicted on the accompanying Plat, which would prohibit any governmental vehicle, specifically any fire vehicle, from the free usage of the private streets to the general public. The City of Bixby shall have no duty to maintain any private street nor have any implied obligation to accept any subsequent tender of dedication of any such private street. ARTICLE VI MEMBERSHIP AND VOTING RIGHTS Section 6.1 Membership. Every person or entity who is a record owner of a fee or undivided-fee interest in any Lot which is subject by the terms of the Declaration to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member. The rights of membership, including the right to participate in Association affairs, and the right to vote, are subject to suspension by the board of Directors of the Association for: (a). (b). (c). Section 6.2 failure or refusal to pay any assessment payable by the member during the period that such assessment payable by the member remains unpaid for more than 30 days; an infraction of, default in, or breach of the Bylaws of the Association, the Declaration, or in the Regulations of the Association by the member, as provided therein; and any other breach or non-compliance by the member, determined from time to time by the Board of Directors of the Association. Ownership of a Lot shall be the sole qualification for membership. The Association Voting membership: All owners of Lots in the Auberge' and the limited number of sixteen (16) Lots absorbed from the Auberge' Village shall be members of the Auberge' Homeowners Association and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they may determine, but in no event shall more than one vote be cast with respect to any Lot. Section 6.2(a) (No longer relevant.) Not Withstanding anything to the contrary herein, D eclarant for purposes of determ ining Class B membershlp shall include any builder or non-resident Owner of a Lot, including without limitation, LifeStyle.. 12

17 ARTICLE VII COVENANT FOR MAINTENANCE ASSESSMENTS Section 7.1 Creation of the Lien and Personal Obligation of Assessments. The owner of any Lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to ovenant and agree to pay to the Association commencing on the date fixed by the Board of Directors following completion of a home on a Lot and following the date title to a Lot is transferred to the purchaser of the Lot: (a) annual assessments or charges, and (b) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs and reasonable attorney's fees, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which each such assessment is made. Each such assessment, together with interest, costs and attorney's fees, shall also be the personal obligation of the person who was the owner of such Lot at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them. An interest charge may be added to any late or unpaid assessment. The Board of Directors will adjust the interest rate each year one (1) week prior to the annual HOA meeting. The revised interest rate will be set equal to the then current WSJ prime rate plus 12%. If the WSJ prime rate is not available, the Board may index to another national index of similar maturity. An assessment will be considered late if not paid within ten (10) calendar days of its due date. Section 7.2 Purpose of Annual ssessments. A The annual assessments levied by the Association shall be used exclusively to promote the health, safety and welfare of the residents of the Properties and for the improvement, protection, preservation and maintenance of the Common Areas and the Area of Common Responsibility. The annual assessments shall include among other costs, and the Association shall acquire and pay for out of the funds derived from the annual assessments, the following: (a). The cost of furnishing water, electricity, and trash collection to the Common Areas. (b). (c). (d). (e). Maintenance and repair of storm drains, sanitary sewers, private streets, private parks, if any, open spaces, easements, and utilities lying within the Common Areas and maintenance and repair of the off-site concrete weir structure servicing the Properties and Common Area pursuant to the Agreement of Maintenance Responsibility executed by Declarant and delivered to the City of Bixby, Oklahoma. Property insurance on Patio Homes not insured by the owner as required in Article VII. Insurance, hereof, and property insurance in an amount equal to one hundred percent (loo%) of current replacement costs of the improvements to the Common Areas, exclusive of land, foundation (excluding slab), excavation and other items normally excluded from coverage, insuring against loss or damage by fire, vandalism, malicious mischief or such other hazards as are covered under standard extended coverage endorsement Such insurance policy shall also provide that it cannot be cancelled or substantially modified by the insurance company until after thirty- (30) days' prior written notice to the Association. Comprehensive policy or policies of public liability insurance covering the Common Areas and the Lawn Areas and the Fence Areas (to the extent of the Associations' responsibilities as set forth herein) and such policy or policies shall include a "Severability of Interest Endorsement" or equivalent coverage which will preclude the insurer from denying the claim of a Homeowner because of negligent acts by the Association, its board of Directors or a Home Owner. Such policy or policies shall be in the minimum amounts of not less than One Hundred Thousand Dollars ($100,000.00) per person. Three Hundred Thousand Dollars ($300,OOO.OO) per accident, and Fifty Thousand Dollars ($50,000.00) property damage, plus an umbrella policy for not less than One Million Dollars ($1,000,000.00) for all claims for personal injury, including death and/or property damage arising out of a single occurrence; and the policy shall include water damage liability, liability for non-owned and hired automobiles, liability for property of others, and such other coverage as is customarily deemed necessary with respect to projects similar in nature. Policy or policies of: (1). liability insurance insuring the Board of Directors, Officers and employees of the Association against any claims, losses, liabilities, damages or causes of action arising out of, or in connection with, or resulting from any act done or omission to act by any such person or entities, 13

18 (2). workmen's compensation as required under the laws of the State of Oklahoma, and (3). such other insurance as deemed reasonable and necessary in order to protect the Project, the Homeowners and the Association. (f) (g). (h). (i). Section 7.3 (a). (b). (c). Painting, maintenance, repair and replacement of all fences, walls, screening, equipment and landscaping in and on the Common Areas and Area of Common Responsibility as the Board of Directors of the Association shall determine is necessary and proper. Removal and replacement of any part of a patio or fence that extends into the Common Area under authority of an easement when access to a utility line underneath such patio or fence is requested by any utility company. Provided, however, that such cost shall be charged to the owner of the Home involved if the owner caused the patio or fence to be placed on the Common Area. Use by the Association for all matters set forth in Section 3.9 hereof, including without limitation, the maintenance and mowing of the Lawn Area and the Fence Area (the Garden Area and any rear yards shall be maintained at the sole expense of each Owner; and Any other material, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance, taxes or assessments which the Association is required to secure or pay for pursuant to the terms of these restrictions or by law or which in the opinion of the Association's Board of Directors shall be necessary or proper for the operation of the Common Area or for the benefit of the owners, or for the-enforcement of these restrictions. Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of the first Lot to an owner, the maximum annual assessment shall be Fifteen Hundred and no/100 dollars ($1,500.00) per Lot. From and after January 1 of the year immediately following the conveyance of the first Lot to an owner, the maximum annual assessment may be increased each year not more than ten percent (10%) above the maximum assessment for the previous year without a vote of the membership. From and after January I of the year immediately following the conveyance of the first Lot to an owner, the maximum annual assessment may be increased above ten percent (10%) by a vote of twothirds (2/3) of each class of members who are present in person or by proxy, at a meeting duly called for this purpose in accordance with Section 5 below. The Board of Directors may fix the annual assessment at an amount not in excess of the maximum amount provided herein. Section 7.4 Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are present in person or by proxy at a meeting duly called for this purpose in accordance with Section 5 below. Section 7.5 Notice and Quorum for any action authorized under hereunder. Written notice of any meeting called for the purpose tiling any action authorized under Section 3 or 4 shall be sent to all members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty percent (50%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the proceeding meeting. 14

19 Section 7.6 Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis. Section 7.7 Date of Commencement of Annual Assessments; Due. Dates A.. The annual assessments provided for herein against all Lots shall commence after the conveyance of a Lot to a third party, occupant Owner of a Lot. This Lot is sometimes called the "Initial Assessed Lot." B. Lots owned in the Auberge or Auberge Village by Westec, LifeStyle, C & D Homes, or any homebuilder, until transferred to owners/occupants, will be assessed by the HOA at 25% of the full service lot assessment rate established by the HOA for the Auberge. When a new house in the Auberge or Auberge Village is connected to a common irrigation system, the owner/builder will pay the HOA at 50% of the lot assessment rate as established above. Any occupied home in the Auberge or Auberge Village under lease or rental will be assessed HOA fees at the same rate as any other owner/occupant. The property owner will be responsible for these fees. Any Lot owned by a home builder will be maintained by that home builder. C. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days advance in of each annual assessment period. Written notice of the annual assessment shall sent be to every owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid. A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as of the date of its issuance. Section 7.8 Effect of Nonpayment of Assessments; Remedies of the Association. Any assessment not paid within ten (10) days after the due date shall bear interest at the rate of eighteen percent (18%) per annum. The Association may bring an action at law against the owner personally obligated to pay the same, or foreclose the lien against the Lot. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas or abandonment of a Lot. Section 7.9 Subordination of the Lien to M ortgages. The lien of the assessments provided for herein, including fees, late charges, fines and interest shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer.. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. Section 7.10 Declared null and void in fourth Amendment Section 8.1 Formation. ARTICLE VIII ARCHITECTURAL COMMITTEE An Architectural Committee is hereby formed and shall approve all plans for any structure to be built on any lot and shall also be responsible for interpreting the development and construction standards contained herein. The Architectural Committee shall consist of not less than one (1) nor more than three (3) members to be appointed by the Association. 15

20

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