That the Declarant is the owner of fee simple title in and lo the following described land, together with all improvements thereon mid appurtenances thereto belonging, situated in Tulsa County, Oklahoma, to-wit:

A Tract of Land, containing 6.3710 acres, that is part of Lot 1 in Block 1 of "SHADOW MOUNTAIN CONDOMINIUMS ,".a part of the F 4 of Section 2, T-18-N, R-13-E, City of Tulsa, Tulsa County, Oklahoma, said Tract of Land being described as follows, to-wit: Starting at a point on the Easterly line of said Lot 1 in Block 1, said point being 845.50" Southerly of the Northeast corner of said Lot 1 in Block 1; thence S 89°-54'-55" W for 145.43’; thence S 81°-17'-18" W for 20.00'; thence S 89°-54'-55". W for 211.44"; thence N 0°-05'-05" W for 121.60'; thence N 36°-05'-00" W for 95.66' to the "Point of Beginning”; thence S 70°-30'-00" W for 266.96'; thence N 7495-15-00" W for 78.00'; thence A 33°-50'-44" W for 134.23' to a point on a Westerly line of said Lot 1 in Block 1; thence N 56°-09'-16" W for 0.00' to a point of curve; thence Northwesterly along a Westerly line of Block 1 on a curve to the right with a central angle of 56°-09'-56" and a radius of 675.00' for 661.68' to a point of tangency; thence N 0°00'-40" E along a Westerly Nine of Block 1 for 93.66' to a point, said point being 251.68’ Southerly of the most Northerly Northeast corner of Lot 1 in Block 9 of "SHADOW MOUNTAIN," an addition in the City of Tulsa, Oklahoma; thence S 89°-59'-20" E for 127.70'; thence S 0°-00'-40" W for 50.00'; thence S 89°-59'-20" E for 288.96'; thence A 17°-30'-00" E for 166.63'; thence N 72°-30'-00" E for 88.12'; thence due East for 27.53'; thence S 17°-40'-00" E for 178.62'; thence 5 25°-30'-00" E for 93.01'; thence S 36°-05'-00" E for 47.44' to the "Point of Beginning" of said Tract of Land;

all of which, together with the buildings and improvements to be constructed thereon, are herein referred to as the "Property."

The Declarant intends to construct multifamily dwellings on the "Property" and to create Unit Ownership Estates (hereinafter called "Condominiums") under the Oklahoma Unit Ownership Estate Act; and

That the Declarant, by these presents, has caused the Property to be subdivided into one hundred twenty (120) separate "Residential Units,” and has caused each Unit to be assigned a Unit Designation; and

That the Declarant will sell and convey each Condominium upon its completion to separate owners subject to their respective rights in the Common Elements, and otherwise subject to the protective covenants, conditions, restrictions, reservations, liens, casements, privileges, rights, and charges as hereinafter set forth.

THEREFORE, the Declarant hereby declares that the Property is submitted to the provisions of the Oklahoma Unit Ownership Estate Act as presently existing (A.A.A. Title 60, Chapter Il, Paragraphs 501 through 530, inclusive), hereinafter referred to as the "Act," and shall be held, sold, conveyed, and owned subject to this Declaration for the purpose of preserving the value, use and habitability of the Property. The terms of this Declaration shall be binding on all persons having or acquiring any right, title or interest in a Condominium or in the Property and shall inure to the benefit of each Condominium Owner. The Property and Condominiums created by this Declaration shall be known and legally described as "SHADOW MOUNTAIN CONDOMINIUMS III.”

ARTICLE 1 ::
DEFINITIONS

1.1 Definitions. Unless it is plainly evident from the context in which a term is used that a different meaning is; intended, as used herein:

(a) “Association” means the Shadow Mountain Condominiums III Association, Inc., a non-profit corporation, organized under the laws of the State of Oklahoma for the purpose of administering the Property and the Condominiums;

(b) "Building” means. one or more buildings or structures comprising a part of the Property;

(c) "Common Elements" means and includes the General Common Elements and Limited Common Elements and includes all physical improvements of the Property except the interior space of the Units; [See Common Elements Defined]

(d) "Common Expenses" means and includes the General Common Expenses and the Limited Common Expenses;

(e) "General Common Expenses” means and includes:

(1) Expenses of administration of the Common Elements and the maintenance, repair or replacement of the General Common Elements;

(2) Expenses agreed upon as common by all the Condominium Owners;

(3) Expenses declared as General Common Expenses by provisions of the Act, or by this Declaration or the Articles of Incorporation or By-Laws of the Association;

(4) General Common Expenses are shared by all Condominiums pro rata according to their respective Ownership Interests;

(f) "Common Profits” means the balance of all income, rents, profits and revenues from the Common Elements and facilities remaining after the deduction of the Common Expenses;

(g) "Condominium" is the same as a Unit Ownership Estate (as defined by the Act), which consists of a Residential Unit located on the Property together with its Ownership Interests in the Common Elements of the Property: [See also Condominium Defined]

(h) "Condominium Owner" means a person who owns a Condominium;

(i) "Declaration" means this instrument, when duly recorded, by which the Property is submitted to the provisions of the Act. The Declaration may be amended from time to time;

(j) "General Common Elements" means and includes those common elements specifically designated as General Common Elements and, in general, those elements of the Property necessary or convenient to its existence, maintenance and safety, and normally in common use, except those elements which are specifically designated as Limited Common Elements; [See General Common Elements Description]

(k) "Limited Common Elements" means and includes those Common Elements which are to be reserved by the terms of this Declaration for the use of certain Units to the exclusion of the other Units; [See Limited Common Elements Described]

(1) "Limited Common Expense" means an expense allocated to a single Condominium or among specified Condominiums to the exclusion of all other Condominiums;

(m) "Majority of Ownership Interests" means the owners of more than fifty percent (50%) of the Ownership Interests in the Common Elements as established by this Declaration. Further, any specified percentage or proportion of Ownership Interests means such percentage or proportion of the aggregate of such undivided ownership;

(n) "Ownership Interest" means the proportionate undivided interest in the Common Elements which are appurtenant to a Condominium. The Ownership Interest for each Condominium is set out on Exhibit "B".

(o) "Person" means an individual, corporation, partnership, association, trust or other legal entity, or any combination thereof;

(p) "Property" means and includes the land as described in the preamble hereof, the buildings, all improvements and structures thereon, and all easements, rights and appurtenances belonging thereto.

(q) "Recordation” or "Record” means to file of record in the office of the County Clerk in Tulsa County, Oklahoma, in the manner provided by law for recordation of instruments affecting real estate;

(r) “Residential Unit" or "Unit" means an enclosed space, designed for residential use, contained within the interior surface planes of the perimeter or boundary walls, boundary ceilings and boundary floors of the Unit as delineated by Exhibit "A". Each Unit includes outside windows and boundary doors, all interior surfaces of the boundary walls, boundary ceilings, and boundary floors (i.e. wallpaper, tile, carpet, paint, and finishing materials). The storage area shown on Exhibit "A" adjacent to and contiguous with the Unit is a part of the Unit. Also included as part of a Unit are the appliances, fixtures, and equipment contained within the Unit's space, and the heating and air-conditioning compressor and fan coil heat exchanger servicing such Unit. All utility services within the Unit's space shall be part of such Unit, and all utilities services contained within a Unit's boundary walls, boundary ceilings and boundary floors which are used only by the Unit and which are not in common use with one or more other Units shall be a part of such Unit;

(s) “Unit Ownership Estate” means the estate consisting of a single Unit in a multi-unit building together with an undivided interest in the Common Elements.

ARTICLE II ::
DESCRIPTION OF IMPROVEMENTS

2.1 Improvements. The improvements on the Property consist of twelve (12) buildings having a slab foundation and frame construction. The roofs are of composition shingles. The exterior surfaces are redwood and native stone. There are one hundred (100) units total of which twenty-four (24) are two bedroom, two and one-half bath townhomes, thirty-two (32) are two bedroom, one and one-half bath townhomes, thirty-two (32) are two bedroom, two bath flats, twenty-four (24) are one bedroom, one bath flats, and eight (8) are three bedroom, two bath flats. All Units have hookups for laundry washer and dryer. Each Unit has Limited Common Elements consisting of a deck or patio and a courtyard area. There are a minimum of one and one-half parking spaces per each one bedroom Unit and two parking spaces per each two bedroom Unit. There is at least one covered parking space for each Unit. Condominium Owners will have access to, and the limited right to use, the neighborhood recreational facilities described in Article XVII hereof (which are not part of the Property) which will consist of a clubhouse and two pools.

2.2 Period of Completion. The Declarant intends to complete all the improvements of the Property within a period of one (1) year from the date of this Declaration. Notwithstanding the foregoing, Declarant shall not be responsible in law or equity to any purchaser or encumbrancer of any Condominium for failure to complete said improvements within such period where such failure is due to strikes, war, insurrection, unavailability of materials or labor or financing, Acts of God or any other cause beyond Declarants reasonable control.

ARTICLE III ::
CONDOMINIUM OWNERSHIP

3.1. Independent Use and Fee Simple Ownership. Each Condominium shall be conveyed as separate real property capable of independent use and fee simple ownership. The owner of each Condominium shall own, as a part thereof, an undivided interest as listed in Exhibit "B” hereto in and to all Common Elements.

3.2 Condominium Defined. Each Condominium consists of a Unit together with its Ownership Interest in the Common Elements. The Ownership Interest in the Common Elements which are appurtenant to each Condominium shall not be separated from such Condominium. The space within each Unit shall not be further subdivided into more than one Unit.

3.3 Waiver of Right to Partition. The Declarant and each subsequent owner of any interest in a Condominium, by acceptance of a conveyance or by instrument transferring an interest, waives the right of partition of any interest in the Property as a whole or its Common Elements, except the partition of an individual Condominium may be obtained provided in such event the Condominium shall be
sold and not distributed in kind.

3.4 Perpetual Easement to and from Thoroughfares. All Condominium Owners shill have as an appurtenance to their Condominiums a perpetual easement for ingress to and egress from their Units over driveways, private streets, parking areas, walks and other Common Elements, and from and to the public streets bounding the Property, and a perpetual right or easement in common with all Condominium Owners to the use and enjoyment of all General Common Elements.

ARTICLE IV ::
COMMON ELEMENTS AND EXPENSES

4.1 Common Elements Defined. Common Elements means and includes all physical improvements of the Property except the space contained within the Units, which space includes the surface of the boundary walls and the surface of the boundary ceiling and the surface of the boundary floor. The interiors (from the plane of one surface to the plane of the other surface) of the boundary walls, boundary ceilings and boundary floors and the contents thereof (i.e., electrical wiring, plumbing, or other items) in common use by two or more Units are common elements.

4.2 General Common Elements Described. General Common Elements of the Property means and includes:

(a) The land, in fee simple, on which the Buildings stand and improvements thereon except any portion thereof included in a Unit or specifically designated as being a Limited Common Element;

(b) The Building exteriors and exterior walls, foundations, columns, supports, main walls, roofs, attic space, a Unit's boundary walls, boundary ceilings and boundary floors (excepting the surface thereof);

(c) Installations of central services including but not limited to storm sewer, sanitary sewer, water, power, electricity and natural gas;

(d) All apparatus and installations existing for common use or for the common elements;

(e) All personal property held and maintained for the joint use and enjoyment of all Condominium Owners;

(f) All personal property and/or interests in real property where title is held by the Association shall be General Common Elements;

(g) All uncovered parking spaces, thoroughfares, roadways, sidewalks, exterior lighting, fences, yard walls, courtyard boundary walls, yards (except the courtyards), shrubs, plants, trees, and landscaping except as are reserved as Limited Common Elements;

(h) The undivided Ownership Interest in the fee simple title to that certain tract of land described herein as the "Neighborhood Recreational Facility” and the improvements and appurtenances thereto, to be acquired by the Association pursuant to Article XVII below, shall be a General Common Element, and shall permanently be appurtenant to the Property and to the Condominiums and such undivided interest may not be partitioned from the Property or sold or conveyed by the Association, except upon the termination of the Unit Ownership Estates pursuant to Article XIX hereof, in which event, the Association shall dispose of its interest us a unit without being further subdivided;

(i) All other elements of the Property necessary or convenient to its existence, maintenance and safety, and normally in common use except those specifically designated as Limited Common Elements.

4.3 Limited Common Elements Described. Limited Common Elements means and includes those Common Elements which are to be reserved for use of certain Units to the exclusion of the other Units as follows:

(a) All covered parking spaces shall be Limited Common Elements for the exclusive use of the residential Condominium which may be assigned to each space by the Board of Directors of the Association. Each Unit shall have the exclusive use of at least one covered parking space. The Board of Directors of the Association may, but shall not be required to, assign each Unit a specific covered parking space. The Board may change such assignments from time to time in its sole discretion. No parking spaces shall be used by anyone other than occupants of the Condominiums or their guests while present on the Property.

Further, the Board of Directors of the Association may specify which uncovered spaces are to be used as guest parking and which are to be used by the occupants of Condominiums. The
Board of Directors of the Association may promulgate such rules regarding the use of parking spaces and the thoroughfares to and from such spaces as it deems necessary for their orderly and safe use, maintenance and appearance;

(b) The parcels of land (herein called "Courtyards") as shown on Exhibit "A" shall be Limited Common Elements. The Courtyard which is shown adjacent to a Condominium on Exhibit "A" shall be a Limited Common Element of such Condominium, The maintenance, improvement, repair or replacement of the grass, shrubs, trees, plants, flowers, planting beds, and general landscape within the Courtyard shall be the responsibility of the Condominium having the respective Courtyard as a Limited Common Element, and shall not be the responsibility of the Association. The expense of such maintenance, improvement or repair shall be borne directly by the Condominium Owner. Provided, however, should any Unit Owner neglect or fail to adequately maintain the Courtyard landscape, the Association may, but shall not be required to, enter said Courtyard and perform such maintenance and specially assess the respective Unit Owner for reimbursement to the Association of the cost of such maintenance and, in addition thereto, assess a penalty and cover charge equal to 75% of such cost. The Association may elect not to assess such penalty at the discretion of the Board. The Courtyard boundary walls and fences shall be a General Common Element;

(c) The patio, terrace, or deck, as the case may be, adjacent to each Unit shall be a Limited Common Element for the exclusive use of such Unit, as shown on Exhibit "A" hereto.

ARTICLE V ::
ADMINISTRATION OF UNIT OWNERSHIP ESTATES

5.1 The Association. The operation and management of the Property shall be administered by the Association, which administration should begin on the first day of the calendar month following the close of the first Condominium to an owner-occupant.

5.2 Powers of Association. The Association shall have all of the powers and duties incident to the operation of the Condominiums as set forth in this Declaration, the Association's By-Laws and Articles of Incorporation, as well us all of the powers and duties set forth in the Oklahoma Unit Ownership Estate Act for the “counsel of unit owners” where such powers are not in conflict with or limited by this Declaration and said By-Laws and Articles. True and correct copies of the Articles of Incorporation and the By-Laws of said Association are attached hereto and incorporated herein in full, marked Exhibit "C" and Exhibit "D", respectively.

5.3 Liability of Officers. In discharging their duties and responsibilities, the Board and the officers of the Association act on behalf of and as representatives of the Association, which acts in the interest of the Condominium Owners. No person acting in any such capacity shall be individually or personally liable or obligated for the good faith performance or failure of performance of such duties.

ARTICLE VI ::
MEMBERSHIP AND VOTING RIGHTS

6.1 Record Owners Are Members. All Condominium Owners, whose ownership is evidenced by recordation of a proper instrument om the public records of Tulsa County, Oklahoma, including Declarant, shall automatically be members of the Association and their membership shall automatically terminate when they no longer own such interests.

6.2 Condominiums Vote. Each Condominium shall be allotted a vote cast by each respective Condominium Owner as a member of the Association in the governing of the affairs of the Property. The vote of each such Condominium shall be equivalent to its Ownership Interest. Except as specifically otherwise provided in the Association's Articles of Incorporation, the By-Laws or in this Declaration, the affairs of the Association shall be governed by a majority vote of Ownership Interests present at any duly authorized meeting of the members, provided a quorum is present. A quorum is one-third (1/3) of the Ownership Interests of all Condominiums.

6.3 Association Controlled by the Board. All the affairs, policies, regulations end property of the Association shall be controlled and governed by the Board of Directors of the Association, who (except for the initial Board) shall be elected by the Condominium Owners entitled to vote. A Director or officer need not be a Condominium Owner.

6.4 Association to Maintain Register. The Association shall at all times maintain a register setting forth the names of all Condominium Owners and any purchaser or transferee of a Condominium shall notify the Association of his interest in such Condominium. Condominium Owners shall be required to notify the Association of the name of any party holding a mortgage upon any Condominium, and any release thereof and the name of all lessees, and of any release or expiration thereof in order that the Association may keep an up-to-date record thereof.

ARTICLE VII ::
ASSESSMENTS, COLLECTION LIEN, ENFORCEMENT LIMITATIONS

7.1 Annual Budget. The Board shall approve an annual budget (in the form of a pro-forma operating statement) in advance for each fiscal year and the budget shall project anticipated income, Common Profits and estimated Common Expenses in sufficient detail to show separate estimates for insurance as set forth in Article XI herein. In determining such Common Expenses, the Board shall provide for an operating reserve fund for capital expenses for those Common Elements which must be repaired or replaced or a periodic basis.

Failure of the Board to include any item in the annual budget shall not preclude the Board from levying an additional assessment in any fiscal year for which the budget has been projected.

7.2 Monthly Payment of Annual Assessment. The Association shall assess the annual budgeted sum (the "annual or regular assessment") by delivering or mailing notice thereof to the Condominium Owner designated on the books of the Association as the voting member representing each Condominium at such Condominium Owners most recent address as shown by the books and records of the Association. One-twelfth (1/32) of the annual assessment shall be due and payable in advance to the Association on the first day of each month, except that payments in advance for more than one-twelfth (1/12) will be accepted.

7.3 Special Assessments.

(a) Special assessments may be made by the Board from time to time to meet other needs or requirements of the Association in the operation and management of the Condominiums (other than additions, alterations and capital improvements to the Property) and to provide for emergencies, repairs, or replacements, and infrequently recurring items of maintenance.

(b) However, special assessments which are to finance any activity. not connected with an actual operation, managerial or maintenance expense of the Property shall not be levied without the prior approval of a Majority of Ownership Interests.

(c) Special Assessments for additions, alterations or capital improvements, the cost of which exceeds ten percent (10%) of the aggregate annus) budget shall not be levied without the prior approval of two-thirds (2/3) of the Ownership Interests.

7.4 Liability Cannot Be Avoided. The liability for any assessment or portion thereof may not be avoided by a Condominium Owner or waived by reason of such Condominium Owners waiver of the use and enjoyment of any of the Common Elements or by his abandonment of his Unit.

7.5 Real Property Taxes During Initial Year. Should real and personal property taxes be assessed against the Property as a whole in the initial year, same shall be paid by the Association which shall in turn assess each Condominium Owner according to his Ownership Interest for his proportionate share of such taxes as reimbursement to the Association, until such time as the Condominiums are separately assessed, This provision shall not be construed to relieve any Condominium Owner of his principal ability to pay such tax or to prohibit any mortgagee of a Condominium from collecting taxes in advance as impounds, provided such mortgages shall reimburse the Association for its allocated share of said taxes.

7.6 Personal Liability for Assessment. Enforcement Expenses. The Condominium Owners of record shall be personally liable to the Association for the payment of all assessments, regular or special, made by the Association and for all costs of collection of delinquent assessments including attorney's fees. An individual Condominium Owner may be assessed for expenses of collection. Expenses incurred by the Association as a result of the violation of the rules, By-Laws, Articles of the Association or of this Declaration by the Condominium Owner or his tenants or guests may be assessed against such Condominium Owner and/or tenant.

7.7 Interest on Unpaid Assessments. Assessments that remain unpaid for over thirty (30) days after due date shall bear interest at the maximum legal rate until paid.

7.8 Lien for Unpaid Assessments. The Association shall have a lien on each Condominium for any unpaid assessment and interest and collection costs (including attorney's fees) thereon which have been assessed against the Condominium Owner. The said lien shall be effective from and after the date on which such assessment becomes due. Such lien on such Unit shall be prior to all other liens except the following:

(a) Mortgages or other such encumbrances duly recorded prior to the date such assessment becomes due;

(b) Assessments, liens and charges for taxes past due and unpaid on the Unit;

(d) Mechanics and materialmen's liens arising from labor performed or material furnished upon a Unit prior to the date such assessment becomes due; and

(e) Mechanics and materialmen's liens for labor performed or material furnished upon the Common Elements, to the extent of the proportionate part chargeable to the Unit Owners, which constitute a part of an assessable charge for Common Expenses, satisfaction of which shall discharge the assessment to the extent of the payment made. In the event assessments against a Condominium are not paid within sixty (60) days after their due date, the Association shall have the right to foreclose its Hien for such assessments. The Board may take such action as it deems necessary to collect assessments by personal actions or by enforcing and foreclosing said lien and may settle and compromise the same if in the best interests of the Association. The delinquent Condominium Owner shall pay all costs, including reasonable attorney's fees, for filing any action or suit enforcing and foreclosing a lien, and the lien shall be deemed to cover and secure such costs and fees. The Association shall be entitled to bid at any sale pursuant to a suit to foreclose an assessment lien and to apply as credit against said bid all sums due the Association which are covered by the lien enforced. During the period of any foreclosure proceeding, the owner of the Condominium being foreclosed shall be required to pay to the Association the monthly assessment for the Condominium and shall be required to pay a reasonable rent value for such Condominium; and the Association shall be entitled to the appointment of a receiver to collect same.

7.9 First Mortgagee in Foreclosure Not Liable for Past-Due Assessments. The holder of a first mortgage acquiring title to a Condominium by foreclosure of its mortgage or by acceptance of a voluntary conveyance in lieu thereof, or a purchaser at judicial sale resulting from the foreclosure of a first mortgage, and their successors and assigns, shall acquire title free and clear of all delinquent assessments of such Condominium. Provided, however, nothing herein shall be construed to abridge the rights of the Association to foreclose its lien as provided by the Act. This provision shall not allow the new Condominium Owner to avoid his proportionate share of any special assessment which may be made on all Condominiums after the new Condominium Owners acquisition of title and which is made as a result of such delinquent assessments.

7.10 Purchasers' Joint Liability for Past-Due Assessments; Estoppel Letter of Association. Except as provided in Section 7.9 above, any Person who acquires an Ownership Interest in a Condominium shall be personally liable, and jointly and severally liable with the grantor, for all unpaid assessments up to the time of the transfer of ownership. Provided, however, that any Person purchasing or encumbering a Condominium shall have the right to rely upon any statement made in writing by an officer of the Association regarding assessments which have already been made and which are due and payable to the Association, and the Association and the Condominium Owners shall be bound thereby and estopped from making any claims either against such Purchaser or encumbrancer or against the Condominium.

7.11 Declarants Assessment Reduced. Notwithstanding any provisions to the contrary contained herein, Declarant shall not be required to pay any portion of any assessment, whether regular or special, on any Condominium Unit of a Building which has not been completed. Such payment shall be controlled by and the time at which responsibility for providing insurance coverage of the Building and its Units is transferred from the Declarant to the Association pursuant to Section 11.3 hereof, Thereafter, the Declarant shall be required to contribute only twenty percent (20%) of the declared assessments for all Condominiums owned by it, which are located in such a Building, provided such Condominiums subject to the reduced assessment are not completed and not ready for sale and occupancy. However, should sufficient income not be available to the Association on a monthly basis to meet its monthly expenses, then Declarant shall be required to supplement such income (up to, but not exceeding, 100% of the assessment of all Units owned by Declarant) in order for the Association to break even.

7.12 Commencement of Regular Assessments. The regular assessments shall commence as to all Condominiums on the first day of the calendar month following the month in which the first sale of a Condominium occurs transferring title from Declarant to an owner-occupant.

7.13 Fiscal Year. The initial fiscal year of the Association shall end on the earlier to occur of:

(i) the first day of the month preceding the anniversary date of the commencement of regular assessments; or

(ii) the last day of the month in which control of the Board of Directors of the Association is turned over to the purchasers of Condominiums by the Declarant as provided in Section 7.2 of the By-Laws. The fiscal year of the Association may thereafter be changed from time to time by the Board of Directors of the Association as they may deem necessary.

ARTICLE VIII ::
RESPONSIBILITY FOR MAINTENANCE AND REPAIRS

8.1 Condominium Owner. Each Condominium Owner shall bear the cost of and be responsible for the maintenance, repair and replacement, as the case may be, of:

(i) all doors, glass doors, and windows enclosing his Unit;

(ii) all electrical and plumbing fixtures, kitchen and bathroom fixtures, and all other appliances or equipment, which may now or hereafter be affixed end contained within his Unit;

(iii) all wire, conduit, plumbing, or other fixtures and equipment and their connections required to provide all utility services including, without limitation, water, electricity, natural gas, telephone, cable television, sewage and sanitary service to his Unit and which are affixed and contained within the Unit;

(iv) all plumbing, wire, conduit, circuit breakers, or other fixtures and equipment and their connections required to provide all utility services to his Unit including, without limitation, water, electricity, natural gas, telephone, cable television, sewage and sanitary service, and which are located in the boundary ceilings, boundary walls or boundary floors of his Unit and which are not in common use with other Units;

(v) the heating, ventilating and air-conditioning system, including the compressor and fan coil units servicing his Unit;

(vi) the general interior of his Unit including the interior partition walls, and the surfaces of the boundary. ceilings, boundary walls and boundary floors;

(vii) the electrical wiring providing electrical service to such Unit from the Unit to the electrical meter of the public utility company; and

(viii) the appearance and landscape of the Unit's Courtyard. All such items shall be owned by the Condominium Owner and, the repair and replacement of these items will be the responsibility of each Condominium Owner. Each Condominium Owner shall maintain and keep his Unit in good repair as a first class Condominium project and shall not allow the deterioration of his Unit which may adversely affect the values of other Condominiums.

8.2 The Association. The Association, as a Common Expense, shall be responsible for the maintenance, repair and replacement of all the Common Elements, including those portions thereof which contribute to the services and support of the Buildings and which are in common use by Units, including, but not limited to:

(i) all plumbing, wires, conduit, circuit breakers, or other fixtures and equipment and their connections required to provide all utility services used in common by Units or by the Common Elements including, without limitation, water, electricity, natural gas, telephone, cable television, sanitary sewage, storm sewage, heating, ventilating and air-conditioning systems;

(ii) the maintenance of the roof, load-bearing walls, interiors of the boundary ceilings, boundary walls, and boundary floors, and exterior of the Buildings;

(iii) the patios, balconies, and fences surrounding the Courtyards; and

(iv) the structure and exterior of the Buildings. Should any damage be caused to any Condominium by reason of any work which may be caused to be done by the Association in the maintenance, repair or replacement of the Common Elements, the Association shall bear the expense of repairing such damage as a General Common Element.

8.3 The Declarant. Notwithstanding the other provisions of this Article VIII, the Declarant shall be responsible for the maintenance, repair and neatness of all Common Elements under active construction, including land areas, parking areas, yards, walks, and Buildings. Declarant shall also be responsible for the maintenance and repair of the Units under construction.

8.4 Enforcement in Court. In the event a Condominium Owner fails to maintain his Condominium as required herein, the Association, or in the proper case, another Condominium Owner, shall have the right, as a remedy in addition to its other rights, to proceed in a Court of Equity to seek compliance with the provisions hereof, and for damages should the Association suffer any expense in connection with such violation.

ARTICLE IX ::
LIMITATIONS UPON CONDOMINIUM OWNERS TO MAKE ALTERATIONS

9.1 General. No Condominium Owner (without prior approval of the Board) shall cause any improvements or changes to be made to the Common Elements or to the exterior of the Building or to the terraces, including painting or other decoration, the installation of awnings, shutters, electric wiring and other things which might protrude through or be attached to the walls of the Building. In giving approval for any such alterations, the Board may impose any requirements or restrictions which it deems appropriate and which are reasonably necessary to promote the uniformity of such alterations, and the safety of the Property and inhabitants of Condominiums.

9.2 Joinder of Two Condominiums, Same Story. A Condominium Owner who owns two (2) adjacent Condominiums in a Building is hereby granted an easement in the Common Element wall separating the two Condominiums for purposes of constructing ingress and egress between the two Condominiums except where such wall is a firewall, provided, however, such Common Element boundary wall and its contents shall become the responsibility of such Condominium Owner for all purposes in the same manner as provided herein for partition walls within a Condominium; and further provided that any such construction shall be prohibited if it shall enhance the rate of deterioration of the structure or shall be prohibited by governmental authority or regulatory agency.

9.3. Joinder of Two Condominiums, Different Stories. A Condominium Owner who owns two (2) adjacent Condominiums in a Building, one being above the other, is hereby granted an easement in the Common Element) boundary floor separating the two (2) Condominiums for purposes of constructing ingress and egress between the two (2) Condominiums. Provided, however, such Common Element boundary floor and its contents shall become the responsibility of such Condominium Owner for all purposes in the same manner as provided herein for partition walls within a Condominium; and further provided that any such construction shall be prohibited if it shall enhance the rate of deterioration of the structure or shall be prohibited by governmental authority or regulatory agency.

9.4. Approval of Plans by Board. All proposed plans for construction must be approved by the Board, and the Board may impose any reasonable requirement upon the Condominium Owner including, without limitation, the posting of a performance bond and such legal opinions or advice, architectural, engineering or other technical reports and studies at the expense of the Condominium Owner, as may be reasonable under the circumstances to assure the Board of the continued safety and structural integrity of the Building.

9.5 Enforcement in Court. In the event a Condominium Owner makes any structural addition or alteration without the required written consent of the Board, the Association, or in the proper case, another Condominium Owner; shall have the right, in addition to its other rights, to proceed in a Court of Equity to seek compliance with the provisions hereof, and for damages should the Association or Condominium Owner suffer any expense in connection with such violation.

ARTICLE X ::
ADDITIONS, ALTERATIONS OR IMPROVEMENTS BY THE ASSOCIATION;
LIMITATION UPON LIABILITY OF THE ASSOCIATION

10.1 General. When the Board of Directors shall determine that additions, alterations or capital improvements in excess of the usual budgeted items of maintenance or replacement are required, and the making of such additions, alterations or improvements has been approved by the appropriate proportion of the Ownership Interests, then the Board shall proceed with such additions, alterations, or improvements and, unless financed through borrowing by the Association, shall specially assess all Condominium Owners for the cost thereof as a Common Expense. Any such special assessment may, if so directed by the Board, be made in installments.

10.2 Latent Defects, Association Not Liable. The Association shall not be liable for injury or damage to the Property of a Condominium Owner caused by any latent condition of the Property, notwithstanding the Association's duty to repair and maintain the Common Elements and Limited Common Elements.

ARTICLE XI ::
INSURANCE

11.1 Power of Attorney to Procure Insurance. Each Condominium Owner, upon acceptance or acquisition of title to such Condominium, thereby irrevocably constitutes and appoints the Association his true and lawful attorney in fact to select, procure, place, maintain, manage, enforce, make claims, settle claims, and litigate claims with respect to all forms of insurance hereinafter required to be provided by the Association. This provision, however, shall not prevent a Condominium Owner from securing additional separate insurance as it may desire; and the error or omission of the Association to procure any such insurance as described herein shall not constitute a cause of action for or on behalf of any Condominium Owner against the Association and any such cause of action is hereby waived.

11.2 No Insurance on Personal Property. Unless the Board of Directors elects to obtain a blanket personal property or contents policy for the Condominium Owners, no such policy shall be required to be administered by the Association, except with regard to the personal property of the Association.

11.3 Insurance to Be Procured. The Association shall procure insurance for the benefit of the Association, the Condominium Owners and their mortgagees as their interests may appear, specifically including, but not limited to, fire and extended coverage upon the Buildings comprising the completed Condominiums and personal property owned by the Association in amounts equal to the maximum replacement value thereof, general comprehensive liability insurance, fidelity bond covering officers and employees of the Association having possession or control of the funds of the Association and workmen's compensation as required by law. All such policies of insurance must be issued by a responsible insurance company or companies licensed and authorized to do business in Oklahoma, the premium rates not to exceed the standard rates established by the Oklahoma State Insurance Commission. All such insurance policies must be issued in blanket policy form, naming the Association as the insured, together with the individual Condominium Owners (who need not be specifically listed by name). The Declarant shall maintain fire and extended coverage for all Buildings under construction and for the Units within said Buildings and shall maintain such other coverage as may be appropriate for Units under construction. When the Declarant determines that a Building and its Units are sufficiently completed to remove same from its construction insurance policy coverage, the Declarant shall notify the Association which, in turn, shall then arrange coverage of the Building and its Units.

11.4 Mortgagee Endorsements. Provisions shall be made for the issuance of certificates of mortgage endorsements to the mortgagees of each Condominium Owner, if requested, but, in such event, only to the extent of their interests in the Property. No such endorsement shall permit the payment or settlement of any claim by such mortgages except in the case of the total destruction to all improvements of the Property and in the event such improvements are not reconstructed with the proceeds of such insurance.

11.5 Insurance Cost a Common Expense. Premiums on insurance policies purchased by the Association shall be paid by the Association as a General Common Expense.

ARTICLE XII ::
RECIPROCAL EASEMENTS, ENCROACHMENTS

12.1 Reciprocal Easements for Repairs. Each Condominium Owner hereby grants easements to other Condominium Owners to enter into each Condominium, or to utility companies to enter into each Condominium, to repair, replace or improve the plumbing, heating, electrical systems, or other utility services located thereon, which are accessible only thereon, subject to the limitations on entry into any Condominium set forth in Section 12.2 below. Any physical damage resulting from such entry shall be repaired at the cost of the entering party.

12.2 Easements to Association for Repairs. Each Condominium Owner hereby grants easements to the Association to enter into each Condominium, or to utility companies to enter into each Condominium, to repair, replace or improve the plumbing, electrical systems, or other utility services contained in the Common Elements, or for any purpose reasonably related to the performance by the Association of its responsibilities under this Declaration. The Association's agents or employees shall have the right, after reasonable notice to the Condominium Owner, to enter his Condominium or Limited Common Element, or any General Common Element accessible from each Condominium, at reasonable hours; provided, however, except during an emergency, there shall be no entry into a Condominium without the Condominium Owner's consent, which consent shall not be unreasonably withheld. Any entry into a Condominium shall be made with as little inconvenience to the Condominium Owner as possible, and any damage caused shall be repaired at the cost of the Association (except where such entry was due to an emergency relating to the Unit entered).

12.3 Encroachments. If any portion of the Common Elements now encroaches upon any Unit, or if any Unit now encroaches upon any other Unit or upon any portion of the Common Elements, or if any encroachment shall hereafter occur as the result of settling of the Building, or alteration to the Common Elements made pursuant to the provisions herein, or as the result of repair and restoration, a valid easement shall exist for the continuance of such encroachment for so long as the same shall exist.

12.4 Association May Grant Easements. Each Condominium Owner, upon acceptance or acquisition of title to such Condominium, thereby irrevocably constitutes and appoints the Association his true and lawful attorney-in-fact to grant and convey easements for ingress and egress and/or for the placement, installation and maintenance of utility services in and over the Common Elements upon the terms and conditions as the Board may, in its exclusive discretion, determine to be reasonable, whether such easements are for the benefit of the Condominiums or the Property or for the benefit of third parties or real property not included in the Property

ARTICLE XIII ::
USE RESTRICTIONS AND REGULATIONS

13.1 Residential Condominium Use. Each Condominium is hereby restricted to single-family type residential use by the Condominium Owner thereof, and his immediate family, with normal use of guests, invitees and tenants.

13.2 Leasing. Tenancies of not less than six (6) months shall be granted by a Condominium Owner and shall be by written lease, a copy of which shall be delivered to the Secretary of the Association, and which shall state that a violation of the restrictions of the Declaration and/or By-Laws or of the rules promulgated thereunder shall be a breach of the lease allowing such lease to be terminated by the Condominium Owner or the Association. By occupying a Condominium, all tenants acknowledge the validity of the Declaration, the By-Laws, and the Articles of Incorporation of the Association and agree to be bound by their provisions in the same fashion as if such tenants were Condominium Owners. No rooms within a Condominium may be rented and no transient tenant may be accommodated. Condominiums which are subject to a lease may be regularly occupied by no more than two (2) individuals in the case of a one bedroom Condominium, by no more than four (4) individuals in the case of a two bedroom Condominium, and by no more than six (6) individuals in the case of 8 three bedroom Condominium. No lease of a Condominium shall release or discharge the Condominium Owner thereof from compliance with this Article XIII or any of his other duties as a Condominium Owner. No tenancy shall be valid unless it conforms to this Section 13.2. All tenancies in violation of this section may be terminated by the Association in the same fashion as an owner may terminate a month-to-month tenancy in accordance with the Oklahoma Residential Landlord and Tenant Act in the case of a breach of a lease agreement. The leasing of Condominiums may be further restricted by provisions in the By-Laws. The other provisions of this section notwithstanding, nothing herein shall be construed to prohibit the grunting of a lease of lesser term by the Declarant or by a first mortgagee in possession or by the Association during foreclosure proceedings.

13.3. Nuisances, Trash Prohibited. No nuisances (including, without limitation, the emitting of noise, odors or electrical disturbances from a Condominium) shall be allowed to be committed or maintained upon the Property, or within a Condominium, nor any use or practice that is the source of annoyance to residents of the Condominiums or which interferes with the peaceful possession and proper use of the Property. All parts of the Property shall be kept in a clean and sanitary condition, and no rubbish, refuse, garbage, toys or equipment, shall be allowed to accumulate, nor any fire hazard allowed to exist. No Condominium Owner shall permit any use of his Condominium or make use of the Common Elements that will increase the cost of insurance upon the Property.

13.4 Offensive Uses Prohibited. No commercial, business, immoral, improper or offensive use shall be made of the Property nor any part of a Building. No installation of appliances in the windows or on the terraces, or from the facades of any Building, or attachment of any item to any Building which would detract from the general appearance of the Property shall be allowed. The provisions of this section shall not limit the authority of the Board under Section 9.1 hereof.

13.5 Pets Restricted. The By-Laws may restrict the keeping of pets on the Property. Pets shall not be allowed on the Common Elements except as permitted by the rules made by the Board. All pets shall continuously be personally accompanied and kept on a leash when outside of the Condominium and while on the Property including patios, balconies or Courtyards. The Condominium Owner shall not allow such pets to excrete upon the General Common Elements, and if same occurs, the Condominium Owner shall immediately remove and clean such excretion from the General Common Elements. Notwithstanding the privileges granted or restricted by this section, the Board may require the removal from the Property of any or all pets considered by the Board to be exotic, frightening to other owners, vicious, dangerous or which may constitute a nuisance. Upon a vote of a majority of the Ownership Interests, pets may be prohibited from the project entirely provided such prohibition contains a "Grandfather Clause” for existing permitted pets.

13.6 Regulation. Reasonable regulations concerning the use of the Property may be made and amended from time to time by the Board of Directors of the Association.

13.7 Association May Inspect. Upon reasonable notice to the Condominium Owner, the Board or the agent and employees of the Association may enter any Condominium for the purpose of inspection of the Condominium or the Common Elements to determine the necessity for repair or maintenance or to determine compliance with these restrictions, reservations, covenants, conditions and easements, and with the By-Laws of the Association.

13.8 Signs Prohibited. No sign, poster, writing, symbol, advertisement or notice of any type shall be shown on the Common Elements or on the exterior of any Condominium without the written permission of the Board. No exterior antennas and aerials shall be erected on or attached to the Building.

13.9 Use of General Common Elements. A Condominium Owner shall not place or cause to be placed in the General Common Element areas any furniture, fences, structures, outbuildings, pet facilities, toys, recreational equipment, packages, objects or things of any kind. Such areas shall be used for no other purpose than for normal use for which they are intended.

13.10 Use of Courtyard and Patio or Deck. A Condominium Owner shall not place or cause to be placed on a Condominium Courtyard, patio or deck any items, furniture, fences, outbuildings, toys, recreational equipment, packages, or objects of any kind which are not customarily and ordinarily intended to be placed and used on & patio or deck or in a residential yard or which are visible at ground level over the Courtyard or patio fence.

13.11 Attachments to Buildings. It is prohibited to hang or attach any garments, rugs, or things from the windows or on any of the terraces, or from any of the facades of any Building, or to any Building, or to install appliances in the windows or on the terraces, or on the facades of any Building, or to attach any item to any Building that would detract from the general appearance of the Property. The provisions of this section shall not limit the authority of the Board under Section 9.1 hereof.

13.12 Limited Use of Parking Spaces. No parking space may be used for any purpose other than parking passenger automobiles or pick-up trucks of one-half ton or less, which are in operating condition and which are in a condition so as not to detract from the appearance of the Property as a first-class Condominium complex. No other vehicles or objects, including but not limited to, trucks of greater than 1/2 ton, trailers, campers, boats, motor homes or similar vehicles, may be parked or placed upon any portion of the Property unless permitted under rules promulgated by the board or except as provided herein. No parking space shall be used by any person other than an occupant of a Condominium who is an actual resident or by a guest or visitor and by such guest or visitor only when such guest or visitor is, in fact, visiting and upon the premises. A resident of a Condominium may park or keep no more than one (1) motorcycle on the Property, provided such motorcycle is parked only in specific areas designated as motorcycle parking or in such Condominium's Courtyard; provided, that when the motorcycle is parked in a Courtyard, it shall not be ridden from the street to the Courtyard but shall be hand-pushed with the engine not running. No person shall be permitted to keep a motorcycle on the Property which is not adequately equipped with sound suppression devices to provide for quiet operation. The Board may cause any motorcycle not used in conformance herewith to be removed from the Property and stored at the said Condominium Owner's expense.

13.13. Declarants Right to Sell Units. Until the Declarant has closed all of the sales of Condominiums, neither the other Condominium Owners nor the Association shall interfere with the sale of such Condominiums.

13.14 Condominium Owners’ Right to Sue. Any person claiming an interest in the Property by, through or under the Declarant or by virtue of any judicial proceedings, or the Association, or the Condominium Owners, or a mortgagee, or any of them, severally, shall have the right to proceed against any other such person at law for damages or in equity to compel their compliance with the terms hereof or to prevent the violation or breach of the terms hereof, or for such other relief as may be appropriate. Further, whenever any structure has been built or installation made which violates the terms hereof, the Association shall have the right to enter upon the Property where such violation exists and summarily abate or remove the same and make the necessary repairs or improvements where such violation occurred, so that the Property shall be in the same condition as it was before said violation occurred, all at the expense of the Condominium Owner; and any such entry and abatement or removal shall not be deemed a trespass.

ARTICLE XIV ::
RESERVATION OF DECLARANT

14.1 General. Notwithstanding the other provisions of this Declaration which may restrict the use of the Common Elements or of a Condominium, or which may restrict the amendment of the Declaration, the Declarant reserves unto itself and its successors and assigns of its interest in the Property, the rights as enumerated in this Article for the earlier to occur of the following:

(i) the expiration of a period of three (3) years from the date on which seventy percent (70%) of all Condominiums have been sold and closed to their first owner-occupant Purchasers; or

(ii) for so long as Declarant owns a Condominium.

14.2 Sell Mortgage and Lease. For such period Declarant reserves the unrestricted right to sell, assign, mortgage, rent, or lease (for any term and without written lease) any Condominium which it continues to own after the Recordation of this Declaration and to post signs, banners, flags, decorations or other things on the Property advertising said Condominiums for sale, lease or rent.

14.3 Construction of Buildings, Units and Common Elements. For such period, Declarant reserves an easement over all Common Elements for the purpose of access, ingress, egress, and materials’ storage, as such may be necessary or convenient to Declarant in its activities related to the construction or operation of Buildings, Units and Common Elements of the Property.

14.4 Physical Changes; Amend Declaration; Annex Phases. For such period, Declarant reserves the right to change the locations of Buildings not yet constructed at the time of such change, change the interior design and arrangements of all Condominiums not yet constructed at the time of such change, to alter the boundaries between Condominiums not yet constructed at the time of such change, and to change the size or price thereof, so long as Declarant owns the Condominiums so altered. Provided that no such change shall increase the number of Condominiums or change their Ownership Interests in the Common Elements. An amendment of this Declaration reflecting any of the aforesaid alterations of Condominium plans by the Declarant need be signed and acknowledged only by the Declarant, or its assigns, and need not be approved by the Condominium Owners or mortgagees.

14.5 Grant Easements. For such period, the Declarant expressly reserves the right to grant to the City of Tulsa, Oklahoma, or any public utility company, easements to facilitate the construction of additional utility services to serve all or any portion of the Property; and further to grant such easements as may reasonably be necessary to facilitate the construction of residences or Condominiums on the tracts as described in Article XVIII hereof. The granting of such additional easements by the Declarant shall not require the amendment of this Declaration or the consent of any Condominium Owners or their mortgagees so long as such easements do not encroach upon any Building of the Property.

14.6 Sales Efforts, Sales Office. For such period, neither the use of the Property nor any Condominium Owner, Board of Administrators or officers of the Association shall interfere with the construction activities of the Declarant or with the completion of the contemplated improvements and the sale of the Condominiums on the Property by Declarant. Declarant may make such use of the unsold units and Common Elements as may facilitate such construction activities, and such completion and sale, including but not limited to, the storage of materials, maintenance of offices, the showing of the Property, the holding of meetings or conferences in the clubrooms for sales purposes, and the use of unassigned parking spaces.

14.7 Amendments by Declarant. So long as Declarant owns title to all Condominiums, Declarant may amend or modify any provisions of the Declaration or By-Laws as permitted by the Unit Ownership Estate Act.

ARTICLE XV ::
RESPONSIBILITY OF CONDOMINIUM OWNERS

15.1 Personal Liability for Violations. Each Condominium Owner shall be governed by and shall comply with the provisions of this Declaration as well as with the By-Laws and Articles of Incorporation of the Association and the rules and regulations promulgated by the Board of Directors. Each Condominium Owner shall be liable for the expense of any maintenance, repair or replacement made necessary by his act, neglect or carelessness, or by that of any member of his family, or his or her guests, employees, agents or lessees (but only to the extent that such expense is not met by the proceeds of insurance carried by the Association), which expense shall be assessable to such Condominium Owner by the Association. Such liability assessable to such Condominium Owner shall include any increase in fire insurance rates occasioned by use, misuse, occupancy or abandonment of such Owner's Condominium. Nothing herein contained, however, shall be construed so as to modify any waiver of rights of subrogation by insurance companies.

15.2 Liability for Costs. Failure to comply with the terms of this Declaration or the By-Laws of the Association shall be grounds for an action to recover damages and/or injunctive relief, or both, maintainable by the Association or, in the proper case, by the Condominium Owner. In any successful action brought against a Condominium Owner by the Association (or, in the proper case, by a Condominium Owner) for damages or injunctive relief due to such Condominium Owner's failure to comply with the provisions of this Declaration or By-Laws of the Association, the prevailing party shall be entitled to court costs, reasonable attorney's fees and expenses incurred by it in connection with the prosecution of such action.

15.3 Liquidated Damages. The purpose of the covenants, conditions, and restrictions contained in this Declaration, and of the rules and regulations to be promulgated by the Association is to promote the health, safety and welfare of the occupants, tenants, and Owners of Condominiums, and to protect their respective Property interests. The violation of these covenants, conditions, restrictions, rules or regulations (except where such violation relates to the non-payment of money) by one occupant, tenant or Owner will result in incidental and consequential damages to the other occupants, tenants or Owners, and to the Association. Such consequential and incidental damages will be in addition to any actual damages suffered by such persons. Since such consequential and incidental damages will be suffered mutually by all occupants, tenants, and Condominium Owners, the Association shall be and is hereby delegated and given the right to sue and collect such incidental and consequential damages, and to keep and use such recovered damages for the benefit of the Condominium Owners and the occupants and tenants of Condominiums. Further, since such incidental and consequential damages will be difficult, if not impossible, to accurately calculate or determine, then the liquidated damages provided in this section shall be awarded to the Association. In the event the Association is awarded injunctive relief in suit or counterclaim against an occupant or tenant of a Condominium or against a Condominium Owner, for the violation of any of the covenants, conditions or restrictions contained herein, (except those relating to the non-payment of money) or for the violation of any rules or regulations of the Association which prohibits any act or misconduct detrimental to the Property or the health or safety of other occupants, tenants or Owners, then the Association shall be entitled to the following liquidated damages for incidental and consequential damages from such violation, in addition to such injunctive relief (and, in the proper case, in addition to actual damages), to-wit:

(a) For the first suit successfully maintained by the Association against a violator, the Association shall be entitled to recover a sum equal to two-thirds of the annual budgeted assessment for the Condominium occupied or owned (as the case may be) by the violator;

(b) For the second suit successfully maintained by the Association against a violator, the Association shall be entitled to recover a sum equal to two-thirds of the annual budgeted assessment for the Condominium occupied or owned (as the case may be) by the violator;

(c) For the third and subsequent suits successfully maintained by the Association against a violator, the Association shall be entitled to recover a sum equal to the annual budgeted assessment for the Condominium occupied or owned (as the case may be) by the violator. Any judgment awarded the Association for incidental or consequential damages under this Section shall be a lien against the interest (i.e., - leasehold, fee simple estate, etc.) held by the violator in the Condominium occupied or owned by the violator, which lien may be foreclosed in the same manner as the lien of the Association for assessments.

15.4 Fines Assessed by the Association. The Association may from time to time deem it necessary to establish a list of offenses and fines and penalties therefor. After notice of an offense and its respective fine is given to a resident of the project and the Owner of the resident Condominium, then, should the resident fail to cease and desist in committing the recurring or continuing offense, the Board may, as liquidated damages, assess the fine against the Condominium in which the offender resides, which fine shall have the same status against the Condominium as a special assessment.

ARTICLE XVI ::
MORTGAGE OF UNIT OWNERSHIP ESTATE

16.1 General. Any Condominium Owner shall have the express right from time to time to mortgage or encumber his Condominium by deed of trust, mortgage or other security instrument. A first mortgage shall be one which has first and paramount priority under applicable Oklahoma Law. The Condominium Owner may create a second mortgage on his estate upon the following conditions:

(a) That any such second mortgage shall always be subordinate. to all of the terms, conditions, covenants, restrictions, uses, limitations, obligations, liens for common expenses and payments set forth in or authorized by this Declaration or the By-Laws.

(b) That the mortgagee, under any second mortgage, shall release for the purposes of restoration and repair of any of the Property included in this Declaration, all its title and interest in and to the proceeds of all insurance policies upon said Property or any portion thereof, which insurance policies were effected and placed upon. the mortgaged Property by the Association. Such release shall be furnished forthwith by a second mortgage upon written request of the Board of the Association.

ARTICLE XVII ::
THE NEIGHBORHOOD RECREATION ASSOCIATION

17.1 The Covenants, Conditions, and Restrictions. The Property has previously been conditionally submitted to the Covenants, Conditions, and Restrictions of the Shadow Mountain Condominium Recreation Association (the "CC&Rs") dated February 24, 1981, and recorded on February 24, 1981, in book 4528, at page 569, in the office of the Tulsa County Clerk. By recordation of this Declaration, the CC&Rs are activated with regard to the Property.

17.2 Recreational Property. The CC&Rs have provided for the establishment of the neighborhood recreation association called the Shadow Mountain Condominiums Recreational Association, Inc. (the "Rec. Association"), having the purpose of providing recreational facilities for Shadow Mountain Condominiums III, and certain other real estate. The CC&Rs have submitted a certain tract of land (the "Rec. Property") to the control of the Rec. Association for the use of the Owners of Condominiums in Shadow Mountain Condominiums III among others. The Rec. Property is described as follows:

A tract of land, containing 1.0040 acres, that is part of Lot One (1) in Block One (1) of "SHADOW MOUNTAIN CONDOMINIUMS," a part of the E/2 of Section Two (2), Township Eighteen North (T-18-N), Range Thirteen East (R-13-E), City of Tulsa, Tulsa County, State of Oklahoma, said tract of land being described as follows, to-wit: Starting at a Point on the easterly line of said Lot One (1) in Block One (1), said point being 845.50' southerly of the northeast corner of said Lot One (1) in Block One (); thence A 89 deg. 54 min. 55 sec. W for 145.43’; thence A 81 deg. 7 min. 18 sec. W for 20.00’; thence A 89 deg. 54 min. 55 sec. W for 21.44’; thence N 0 deg. 05 min. 05 sec. W for 121.60'; thence N 36 deg. 05 min. A sec. W for 143.10'; thence N 25 deg. 30 min. A sec. W for 93.0]'; thence N 17 deg. 40 min. 0 sec. W for 178.62' to the "Point of Beginning” of said tract of land; thence due west for 27.53'; thence A 72 deg. 30 min. 0 sec. W for 88.12'; thence N 17 deg. 30 min. 0 sec. W for 185.98'; thence N 17 deg. 15 min. 48 sec. E for 160.84'; thence A 69 deg. 20 min. 0 sec. E for 155.25'; thence A 14 deg. 0 min. 0 sec. W for 29.66'; thence A'0 deg. 4! min. I) sec. W for 45.17'; thence A 03 deg. 30 min. 0 sec. E for 29.72'; thence A 89 deg. 40 min, 0 sec. W for 28.52': thence A 03 deg. 30 min. 0 sec. E for 146.18' to the "Point of Beginning" of said tract of land; together with the buildings, improvements, easements and appurtenances thereto. It is the intent of the Declarant to convey an undivided interest in the fee simple estate of the Rec. Property to the Association upon the completion of the development of the property described in Section 18.1 below. Upon conveyance of said undivided interest of the Rec. Property to the Association, said interest shall be held by the Association as a General Common Element which the Association shall not convey, subdivide or partition for so long as the Association shall exist.

17.4 Recreation Assessments. Each Condominium Owner shall be a member of the Rec. Association and shall be subject to assessment for the Common Expenses of the Rec. Association as provided in the CC&Rs (hereinafter called "Rec. Assessments").

17.5 Payment of Rec. Assessment. The Association is authorized, but shall not be required, to pay the Rec. Assessments for the Condominium Owners and to assess each Condominium its respective share of such Rec. Assessment. In such event, sums paid by the Association shall be a Common Expense.

17.6 Power of Attorney to Vote Rec. Association Membership. Each Condominium Owner upon acceptance or acquisition of title to his/her Condominium thereby irrevocably constitutes and appoints the Association his/her true and lawful attorney-in-fact and irrevocable proxy to exercise such Condominium Owner's right to vote and to receive notices as provided in the CC&Rs, with full power of substitution. As such attorney-in-fact, the Association shall have the exclusive right to exercise the voting rights of Condominium Owners on all voting matters as provided in the CC&Rs and in the By-Laws and Articles of Incorporation of the Rec. Association. Provided, however, the Board of the Association may from time to time, choose not to exercise such power of attorney, in which event the Condominium Owners shall exercise their own votes; and further provided, that all matters requiring the approval of greater than a majority of the membership of the Rec. Association, and all special assessments requiring the vote of the members of the Rec. Association shall be voted by the Condominium Owners and not by the Association under its power of attorney. Notice given by the Rec. Association to the Condominium Owners shall be deemed given when delivered and accepted by the Association. The vote of each Condominium Owner when exercised by the Condominium Owners may be by proxy to the Association.

17.7 Meeting Attendance. Nothing herein shall prevent the attendance of a Condominium Owner at a Rec. Association membership meeting, or the right of a Condominium Owner to speak (under the proper rules of order) at such meeting.

ARTICLE XVIII ::
EASEMENTS TO REC. ASSOCIATION MEMBERS AND OTHER PROPERTY OWNERS

18.1 Additional Condominium Development. The Property and the Rec. Property are both subdivisions and parts of a tract of land legally described as follows:

Lot One (1), Block One (1), SHADOW MOUNTAIN CONDOMINIUMS, a subdivision of the E/2 of Section Two (2), Township Eighteen North (T-18-N), Range Thirteen East (R-13-E), City of Tulsa, County of Tulsa, State of Oklahoma, according to the recorded plat thereof, (herein referred to as
the "Subdivision").

The Declarant intends to, but is not obligated to, develop the remainder of the Subdivision into one or more Condominium projects, and to construct buildings containing living units similar to the Units of this Property. At the time improvements are constructed on the remainder of the Subdivision, the Declarant intends to, but shall not be obligated to, file additional declarations submitting such additional living units to the Act. (Such living units, together with the living units of Shadow Mountain Condominiums I, Shadow Mountain Condominiums II, and Shadow Mountain Condominiums III, shall be herein referred to as "Subdivision Condominiums").

18.2 Easements to Subdivision Condominiums. The Declarant hereby reserves, and the Subdivision Condominiums are hereby granted, a non-exclusive perpetual casement and right-of-way for the purposes of ingress and egress to and from the Subdivision Condominiums, and/or the Rec. Property, or the remainder of the Subdivision owned by Declarant, over the private streets and roads of the Property as shown on Exhibit "A" hereof.

18.3 Consent to Easements. Each Condominium Owner by acceptance of a deed and title thereto, does thereby specifically ratify and consent to each of the easements enumerated herein and the maintenance thereof; which easements shall run with the land and shall inure to the benefit of the owners of the Subdivision Condominiums, in perpetuity.

ARTICLE XIX ::
TERMINATION OF UNIT OWNERSHIP ESTATES

19.1 Obsolete Property. Ninety percent (90%) of the Condominium Owners, computed on the basis set forth in Section 1.1(m) hereof, may agree that the Property is obsolete, in whole or in part, and whether or not the same shall be renewed and restored or the Property sold and the proceeds of sale distributed; provided that, in either such event, the consent of all the holders of first mortgages must first be obtained. If such agreement and consent provides for the renewal or restoration of the Property, then the expense thereof shall be payable by all the Unit Owners as a Common Expense. However, if such agreement and consent provides for the Property to be sold, then the Property shall be subject to partition at the suit of any Condominium Owner, in which event the proceeds of sale shall be divided among all Condominium Owners according to their Ownership Interests after first applying such shares to the payment of all liens on the respective Condominium of each Condominium Owner. Lessees shall not be entitled to any such Proceeds of sale.

19.2 Repair of Damage Due to Casualty. Except as hereinafter provided, damage to or destruction of the Building or Common Elements due to casualty shall be promptly repaired and restored by the Association using the Proceeds of insurance on the Building for that purpose. If there is substantially total destruction of the Property, or if seventy-five percent (75%) of the Condominium Owners computed on the basis set forth in Section 1.1(m) hereof, and all of the institutional holders of first mortgages agree not to proceed with repair or restoration, then the Property shall be subject to partition at the suit of any Condominium Owner. In such event the net proceeds of saic, together with the net proceeds of insurance, shall be divided among the Condominium Owners according to their Ownership Interests, after first applying such sums to the payment of all liens on the respective Condominium of each Condominium Owner. The Lessees shall not be entitled to any such Proceeds of sale of insurance.

19.3 Repair of Damage Due to Eminent Domain. Except as hereinafter provided, in the event of any partial or total taking of the Property or of a Condominium by eminent domain, the Association shall promptly repair and restore all Common Elements of the Property using the compensation payable to the Condominium Owner. That portion of the compensation payable to a Condominium Owner and attributable to the damage or destruction of the Common Elements shall be identified in any settlement of such taking and shall be entitled to litigate the issue of damage allocatable to the Common Elements. The portion of any award of such damages to a Condominium Owner not so allocated to damages to the Common Elements shall then be applied to the payments of all liens on the respective Condominiums prior to the payment of any portion thereof to the Condominium Owner. Condominium Owners may be assessed for any deficiency necessary to pay the cost of the repair or restoration of Common Elements.

19.4 Application of Proceeds of Insurance or Condemnation. Nothing herein shall be construed to abridge the contractual right, if any, of an institutional holder of a first mortgage on any Condominium to require the application of any casualty insurance Policy (in the event the mortgaged Property is not to be restored), or the proceeds of any condemnation proceedings, first to the reduction of such mortgage before same are delivered to the owner of the mortgaged Premises.

ARTICLE XX ::
AMENDMENT OF DECLARATION

20.1 Amendment. These restrictions, reservations, covenants, conditions and easements may be modified or amended in a manner not in conflict with the Oklahoma Unit Ownership Estate Act by Recordation of such modification or amendment signed by Condominium Owners having seventy-five percent (75%) of the Ownership Interests. Such modification or amendment shall be first adopted by the Board and recommended to the Condominium Owners and then submitted to a vote of the Condominium Owners in accordance with the By-Laws and Articles of Incorporation of the Association. Provided that no amendment to this Declaration shall be adopted without the consent of one hundred percent (100%) of the holders of first mortgages of member Condominiums or of the Declarant, as the case may be. The Public may rely on the affidavit of the President of the Association, duly recorded for. purposes of determining whether the persons consenting to such a modification or amendment are, in fact, Owners or mortgagees.

20.2 Separability of Provisions. Invalidation of any one or more of these restrictions, reservations, covenants, conditions and easements or any provision contained in this Declaration or in a conveyance of a Condominium by the Declarant by judgment, court order or law, shall not affect any of the other provisions which shall remain in full force and effect.

20.3 Perpetuities. In the event any court should hereafter determine that any Provision, as originally drafted herein, violates the rule against perpetuities or any other rule of law because of the duration of the period involved, the period specified in this Declaration shall not thereby become invalid, but instead, shall be reduced to the maximum Period allowed under such rule of law, and for such purpose, the measuring life shall be that of the youngest incorporator of the Association.

20.4 Binding Effect. These restrictions, reservations, covenants, conditions and easements shall be binding upon and inure to the benefit of all Condominium Owners and their grantees, heirs, devisees, personal representatives, successors and assigns, and all parties claiming by, through or under them.

ARTICLE XXI ::
GENERAL PROVISIONS

21.1 No Waiver. The failure of the Association, a Condominium Owner or a mortgagee to enforce any right, provision, covenant, or condition which may be granted herein, or in the By-Laws and Articles of Incorporation of the Association, or the failure to insist upon the compliance with same, shall not constitute a waiver by the Association, such Condominium Owner or mortgagee, to enforce such right, provision, covenant, or condition, or insist upon the compliance with same in the future.

21.2 Validity of Liens and Mortgages Not Affected. No breach of any of the provisions contained herein shall defeat or adversely affect the lien of any mortgagee at any time made in good faith and for a valuable consideration upon said Property, or any part thereof, and made by a bank, savings and loan association, or insurance company authorized to transact business in the State of Oklahoma and engaged in the business of making loans constituting a first lien upon real property. The rights and remedies herein granted to the Declarant, the Association, and the Owner or Owners of any part of the Condominiums may be enforced against the Owner of the portion of said Property subject to such mortgage, notwithstanding such mortgage. The purchaser at any sale upon foreclosure shall be bound by all of the provisions herein contained.

21.3 Liberal Construction. The provisions of the Declaration shall be liberally construed to effectuate its purposes. The invalidity of any provision herein shall not be deemed to impair or affect in any manner the validity, enforceability or effect of the remainder of this Declaration.

21.4 Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Declaration nor the intent of any provision hereof.

21.5 Gender. The use of the masculine gender in this Declaration shall be deemed to refer to the feminine or neuter gender, and the use of the singular or plural shall be taken to mean the other whenever the context may require.

21.6 Service of Process. The person who shall receive service for any lawsuits in which the Association may become involved is the same person who is similarly designated as the Service Agent for the Association in the Articles of Incorporation of the Association.

21.7 Effect of Declaration. The provisions of this Declaration shall be applicable, effective and binding upon Recordation.

21.8 Ratification of the Declaration. By the acceptance of the delivery of the deed and the Recordation thereof, and/or by the payment of the assessments against his respective Condominium, each Condominium Owner thereby shall be deemed to have accepted, adopted, ratified and agreed to the terms, covenants, conditions, and restrictions contained herein and to the rules and regulations, of the Association, including without limitation, the provisions hereof relating to the payment of liquidated damages and the payment of fines or fees levied by the Association for the violations of same. Further, each tenant or lessee of a Condominium, by the occupancy of such Condominium and the payment of rentals thereon, shall be deemed to have accepted, adopted, ratified and agreed to the terms, covenants, conditions and restrictions contained herein and to the rules and regulations, of the Association as above stated regarding Condominium Owners.

IN WITNESS WHEREOF, the Declarant binds itself and its successors and assigns and has caused these presents to be executed.
DATED this _____________ of _________________ 1981.

SHADOW MOUNTAIN CONDOMINIUMS,
a Joint Venture Partnership
By: NEVER FAIL BUILDERS, INC,
an Oklahoma Corporation

By _____________________________
President

Attest:
________________________ A Joint Venture Partner
Secretary

PRAIRIE DEVELOPMENT COMPANY,
an Oklahoma Corporation,

By: _____________________________
President

Attest:
_________________________ A Joint Venture Partner
Secretary

ACKNOWLEDGMENT

STATE OF OKLAHOMA )
)ss.
COUNTY OF TULSA )

Before me, the undersigned, a Notary Public in and for said county and state, on this ________ day of _____________ 1981, personally appeared Never M. Fail, Jr., President of Never Fail Builders, Inc., to me known to be the identical person who subscribed the name of the maker thereof to the foregoing instrument as a Joint Venture Partner of Shadow Mountain Condominiums and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free ands voluntary act and deed of such Joint Venture, for the uses and purposes therein set forth.

Witness my hand and official seal the day and year last above written,

_______________________________________

Notary Public
My Commission. Expires:

_______________________________________

ACKNOWLEDGMENT
STATE OF OKLAHOMA )
)ss.
COUNTY OF TULSA )

Before me, the undersigned, a Notary Public in and for said county and state, on this ________ day of _________________ 1981, personally appeared __________________________, President of Prairie Development Company, to me known to be the identical person who subscribed the name of the maker thereof to the foregoing instrument as a Joint Venture Partner and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed for such Joint Venture, for the uses and purposes therein set forth.

Witness my hand and official seal the day and year last above written.

_______________________________________

Notary Public
My Commission Expires:

_______________________________________