ARTICLE XV GENERAL PROVISIONS

CERTIFICATION OF OFFICERS

ARTICLES OF INCORPORATION EXHIBIT A

BY-LAWS OF THE ASSOCIATION EXHIBIT B

DESCRIPTION OF THE ANNEXABLE AREA EXHIBIT C

THIS DECLARATION is made this 13th Day of October, 1998 by the Rosamond Skypark Association

W I T N E S S E T H:

WHEREAS, the Rosamond Skypark Association is composed of Owners of certain properties and real property interests in the unincorporated area of the County of Kern, State of California, more particularly described as follows:

Lots 1 to 26, inclusive, and Lots 28 to 68, inclusive, of Tract No.4558, as shown on a Subdivision Map recorded on May 31, 1985, in Book 34, Pages 97 to 103, inclusive, of Maps in the Office of the County Recorder of Kern County, California;

WHEREAS, said Owners have deemed it desirable, for the efficient preservation of the values and amenities in the Properties, to operate a corporation under the Nonprofit Mutual Benefit Corporation Law of the State of California to which has been delegated and assigned the powers of owning, maintaining and administering the Common Area for the private use of the Members and their authorized guests, enforcing the covenants, conditions and restrictions and collecting and disbursing the assessments and charges hereinafter created. Such corporation, the Rosamond Skypark Association (the Association), the Members of which shall be the respective Owners of Lots in the First Subdivision and the Owners of Lots in real property annexed pursuant to this Declaration from the Annexable Area, has been formed for the purpose of exercising such functions;

WHEREAS, the Association intends to encourage continued development of the First Subdivision and the Annexable Area pursuant to a general plan for all of the Properties and subject to certain protective covenants, conditions, restrictions, reservations, easements, equitable servitudes, liens and charges, all running with the Properties as hereinafter set forth. The Properties will continue to be developed with residential homes, a restaurant and lodge and an airport, together with streets and walkways, taxiways, runways, landscaped park spaces and other amenities; open spaces and other amenities;

WHEREAS, the Owners, acting through the Association hereby declare that all of the Properties shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the following protective covenants, conditions, restrictions, reservations, easements, equitable servitudes, liens and charges, all of which are for the purpose of uniformly enhancing and protecting the value, attractiveness and desirability of the Properties, in furtherance of a general plan for the protection, maintenance, subdivision, improvement, sale and lease of the Properties, or any part thereof. The protective covenants, conditions, restrictions, reservations, easements, equitable servitudes, liens and charges hereinafter set forth shall run with the Properties, and every part thereof, and shall be binding upon all persons having any right, title or interest in the Properties, or any part thereof, and their heirs, executors, administrators, successors and assigns shall inure to the benefit of the Properties, and every part thereof and any interest therein; shall inure to the benefit of each Owner and their respective heirs, executors, administrators, successors and assigns; and may be enforced by each Owner or the Association.

ARTICLE I

DEFINITIONS

Unless otherwise expressly provided, the following words and phrases when used herein shall have the meanings hereinafter specified.

Section 1.01. "Annexable Area" shall mean the real property described in Exhibit C attached hereto and incorporated herein by reference, all or any portion of which property may from time to time be made subject to this Declaration pursuant to the provisions of Article II.

Section 1.02. "Architectural Committee" shall mean the architectural and landscape committee created pursuant to Article IX.

Section 1.03. "Articles" shall mean the Articles of Incorporation of the Association filed in the office of the Secretary of State of the State of California, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, as such Articles may be amended from time to time.

Section 1.04. "Assessment, Capital Improvement" shall mean a charge against each Owner and his Lot, including Lot 10 and Lot 11, representing a portion of the cost to the Association for installation or construction of any Improvement on any portion Of the Common Area or Structural Maintenance Areas which the Association may from time to time authorize, pursuant to the provisions of this Declaration.

Section 1.05. "Assessment, Common" shall mean the annual charge against each Owner and his Lot, including Lot 10 and Lot 11, representing a portion of the total, ordinary costs of maintaining, improving, repairing, replacing, managing and operating the Common Area and Structural Maintenance Areas which are to be paid by each Owner to the Association, pursuant to the provisions of this Declaration.

Section 1.06. "Assessment, Reconstruction" shall mean a charge against each Owner and his Lot, including Lot 10 and Lot 11, representing a portion of the cost to the Association for reconstruction of any Improvement on any portion of the Common Area or Structural Maintenance Areas, pursuant to the provisions of this Declaration.

Section 1.07. "Assessment, Special" shall mean a charge against a particular Owner and his Lot, including Lot 10 and Lot 11, directly attributable to that Owner, equal to the cost incurred by the Association for corrective action, pursuant to the provisions of this Declaration.

Section 1.08. "Association" shall mean Rosamond Skypark Association, a corporation formed under the Nonprofit Mutual Benefit Corporation Law of the State of California, and its successors and assigns.

Section 1.09. "Association Maintenance Funds" shall mean the accounts created for receipts and disbursements of the Association, pursuant to Article VII.

Section 1.10. "Beneficiary" shall mean a mortgagee under a mortgage or a beneficiary under a deed of trust, as the case may be, and the successors or assigns of such mortgagee or beneficiary.

Section 1.11. "Board" or "Board of Directors" shall mean the Board of Directors of the Association, elected in accordance with the By-Laws.

Section 1.12. "By-Laws" shall mean the By-Laws of the Association, as adopted by the Board initially in the form of Exhibit B attached hereto and incorporated herein by reference, as such By-Laws may be amended from time to time.

Section 1.13. "Close of Escrow" shall mean the date on which a deed or other such instrument conveying a Lot is recorded.

Section 1.14. "Common Area" shall mean all the real property and Improvements which are at any time owned by the Association, or over which the Association has an easement, for the common use and enjoyment of all of the Owners, as further provided in Article III. The Common Area so owned in fee simple by the includes that certain real property constituting approximately 44.06 acres located in the unincorporated County of Kern, State of California, described more particularly as follows:

Section 1.15. "Common Expenses" shall mean the actual and estimated costs of maintenance, management, operation, repair and replacement of the Common Area and the Structural Maintenance Areas, including unpaid Special Assessments, Reconstruction Assessments and Capital Improvement Assessments, and further including those costs not paid by the Owner responsible for payment; the costs of any commonly metered utilities and other commonly metered charges for the Properties; the costs of management and administration of the Association, including, without limitation, compensation paid by the Association to managers, accountants, attorneys and other employees; the costs of all utilities, gardening and other services benefiting the Common Area and Structural Maintenance Areas; the costs of fire, casualty and liability insurance, workmen's compensation insurance, and other insurance covering the Properties; the costs of bonding the members of the management body; taxes paid by the Association; amounts paid by the Association for discharge of any lien or encumbrance levied against the Properties, or any part thereof; all prudent reserves; and the costs of any other item or items designated by the Association for any reason whatsoever in connection with the Properties for the benefit of all of the Owners.

Section 1.16. "Declaration" shall mean this instrument as it may be amended from time to time.

Section 1.17. "Deed of Trust" shall mean a mortgage or a deed of trust, as the case may be.

Section 1.18. "Dwelling Unit" shall mean a building located on a Lot designated and intended for use and occupancy as a single family residence.

Section 1.19. "First Subdivision" shall mean the real property described in the first Recital of this Declaration, which property the Original Developer intended to develop as a planned unit subdivision.

Section 1.20. "Grantor(s)" shall mean any Owner of the certain property or interest in property described on page 1 and includes those Members who have assigned certain rights of avigation hereunder.

Section 1.21. "Improvement" shall mean any structure and appurtenance thereto of every type and kind, including, without limitation, buildings, outbuildings, sprinkler pipes and other water fixtures or equipment, drainage facilities, hangars, garages, gazebos, barbecue pits, recreational facilities, streets, driveways, walkways, parking areas, taxiways, runways, fences, screening walls, retaining walls, stairs, decks, landscaping, antennae, lighting, hedges, windbreaks, plantings, planted trees and shrubs, poles, signs and exterior air conditioning and water-softening fixtures or equipment.

Section 1.22. "Lot" shall mean any lot or parcel of land, whether residential, commercial or industrial, including all Residential Lots and Lot 10 and Lot 11, shown upon any recorded subdivision map or recorded parcel map of the Properties, with the exception of the Common Area.

Section 1.23. "Lot l0" shall mean a commercially zoned lot which is a part of the First Subdivision and which was intended to be used for the development thereon of a restaurant, lodge and swimming pool and for visitor aircraft and vehicle parking.

Section 1.24. "Lot 11" shall mean an industrially zoned lot which is a part of the First Subdivision and which shall be used for the continued operation thereon of an aircraft Fixed Base Operation (FBO) substantially of the same scope as was performed by Aronson's Air Service, Inc.

Section 1.25. "Lot 27" shall mean a terminal drainage facility or drainfield which is a part of the First Subdivision and which has been conveyed by Original Developer to the County of Kern.

Section 1.26. "Manager" shall mean the Person appointed by the Association hereunder as its agent and delegated certain duties, powers or functions of the Association as further provided in this Declaration and in the By-Laws.

Section 1.27. "Member" shall mean any Person holding a membership in the Association, as provided in this Declaration.

Section 1.28. "Mortgage" shall mean any mortgage or deed of trust or other conveyance of a Lot or other part of the Properties to secure the performance of an obligation, which will be reconveyed upon the completion of such performance. The term "Deed of Trust" or "Trust Deed" when used shall be synonymous with the term "Mortgage."

Section 1.29. "Mortgagee; Mortgagor" shall mean a person or entity to whom a Mortgage is made and shall include the beneficiary of a Deed of Trust; "Mortgagor" shall mean a Person who mortgages his Lot to another (i.e., the maker of a Mortgage), and shall include the trustor of a Deed of Trust. The term "Trustor" shall be synonymous with the term "Mortgagor" and the term "Beneficiary" shall be synonymous with the term "Mortgagee."

Section 1.30. "Notice and Hearing" shall mean written notice and a public hearing before a forum appointed by the Board, at which the Owner concerned shall have an opportunity to be heard in person, or by counsel at Owner's expense, in the manner further provided in the By-Laws.

Section 1.30a "Original Developer" shall mean BVS Development Inc., a California corporation, and Woodland American Homes, Inc., a California corporation, who were the original developers and marketers of the Project.

Section 1.31. "Owner" shall mean the Person or Persons holding fee simple interest of record to any Lot which is a part of the Properties, including sellers under executory contracts of sale, but excluding those having such interest merely as security for the performance of an obligation.

Section 1.32. "Person" shall mean a natural individual, a corporation or any other entity with the legal right to hold title to real property.

Section 1.33. "Phase of Development" shall mean a portion of the Properties for which a Final Subdivision Public Report has been issued by the California Department of Real Estate.

Section 1.34. "Project", "Properties" shall mean all of the First Subdivision, together with such portion of the real property described in Exhibit E with respect to which a notice of addition of territory may hereinafter be recorded subjecting it to this Declaration and to the jurisdiction of the Association as provided herein.

Section 1.35. "Record"; "Recorded"; "Filed" or "Recordation" shall mean, with respect to any document, the recordation or filing of such document in the Office of the Kern County Recorder.

Section 1.36. "Residential Lot" shall mean any residential lot or residential parcel of land shown upon any recorded subdivision map or recorded parcel map of the Properties.

Section 1.37. "Restrictions" shall mean this Declaration and the Rules and Regulations of the Association from time to time in effect.

Section 1.38. "Rules and Regulations" shall mean the rules and regulations adopted by the Board pursuant to this Declaration, as they may be amended from time to time.

Section 1.39. "Structural Maintenance Areas" shall mean, as the same may from time to time exist, fences and walls, the taxiways and runways and the park and drainage facilities. Structural Maintenance Areas shall specifically exclude all glass areas.

Section 1.40. "Supplemental Declaration" shall mean any declaration of covenants, conditions and restrictions or similar document supplementing this Declaration which may be recorded pursuant to Article II or Section 15.05.

ARTICLE II

ANNEXATION OF ADDITIONAL PROPERTIES

Section 2.01.    Subdivision and Development. In the event that future parcels are annexed to the Properties, the owners thereof may, with respect thereto, record one or more Supplemental Declarations which shall incorporate this Declaration therein by reference and shall designate the use classifications within the areas affected and which may supplement this Declaration with such additional covenants, conditions, restrictions, land uses and limitations as may be deemed advisable for that Phase of Development. If said owners elects to subject such areas to this Declaration, the provisions of any Supplemental Declaration shall not conflict with the provisions hereof but may impose such further or more covenants, conditions, restrictions, easements, land uses and limitations as the owners thereof may deem advisable, taking into account the particular requirements of each Phase of Development. This Declaration shall control in the event of any conflict between any Supplemental Declaration and the provisions of this Declaration, although the documents shall be construed to be consistent to the extent possible. As each Phase of Development is annexed to the Properties, control over the completed Common Area, if any, therein shall be transferred to the Association in accordance with the provisions of this Declaration.

Section 2.02.     Annexation.

(a) The Association may, but shall not be required to, at any time or from time to time, and only upon the vote or written assent of at least two-thirds of the voting power of the Members, add to the property which is covered by this Declaration all or any portion of the Annexable Area then owned by the Association or by others participating in such expansion of the Project by recording a notice of addition of territory with respect to the property to be annexed (the "Added Territory").

(b) Upon the recording of a notice of addition of territory containing the provisions set forth herein, which notice may be contained within the Supplemental Declaration affecting the Added Territory, the covenants, conditions and restrictions contained in this Declaration shall apply to the Added Territory in the same manner as if the Added Territory were originally covered by this Declaration and originally constituted a portion of the Properties, and thereafter the rights, privileges, duties and liabilities of the Owners, lessees and occupants of Lots within the Added Territory shall be the same as in the case of the Lots originally affected by this Declaration. No notice of addition of territory shall have the direct effect of substantially increasing the Common Assessments provided for herein or substantially overburdening the Common Area amenities, unless an appropriate adjustment is made in the manner by which Common Assessments are computed with respect to the Added Territory.

(c) The notice of addition of territory shall contain at least the following provisions:

(i) A reference to this Declaration, which reference shall state the date of recordation and the book and page numbers of the Official Records of Kern County, California where this Declaration is recorded;

(ii) A statement that the provisions of this Declaration shall apply to the Added Territory as set forth herein;

(iii) An exact description of the Added Territory; and

(iv) A description of the Common Area, if any, located in the Added Territory.

Each notice or addition or territory must be signed by at least two officers of the Association, certifying that the vote or written assent of the requisite percentage of Members has been given.

ARTICLE III

COMMON AREA - PERMITTED USES AND RESTRICTIONS

Section 3.01.    Owners' Right of Enjoyment. Every Owner and, to the extent permitted by such Owner, such Owner's family, guests, invitees, customers, lessees and contract purchasers who reside in such Owner's Dwelling Unit or, in the case of Lot 10 and Lot 11, who have the right to enter onto Lot 10 or Lot 11, shall have a right and easement of ingress to and egress from and of enjoyment in, to and over the Common Area which shall be appurtenant to and shall pass with title to every Lot, subject to the following provisions:

(a) The right of the Association to annex additional Common Area thereto pursuant to the terms of Article II.

(b) The right of the Association to reasonably limit the number of guests of Owners using the Common Area and facilities thereon.

(c) The right of the Association acting through the Board to establish uniform rules and regulations pertaining to the use of the Common Area and facilities thereon, including, without limitation, the right and obligation of the Association to enforce all parking restrictions within the Common Area as set forth in Section 3.03.

(d) The right of the Association in accordance with the Articles, the By-Laws and this Declaration, with the vote or written assent of two-thirds of the voting power of Members, to borrow money for the purpose of improving the Common Area and facilities thereon and, subject to the provisions of Article XIII, to mortgage, pledge, deed in trust or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.

(e) Subject to the provisions of Article XIV, the right of the Association to dedicate, release, alienate or transfer the Common Area to any public agency, authority, utility or other Person for such purposes, with the vote or written assent of and subject to such conditions as may be agreed to by two-thirds of the voting power of Members. A certificate signifying such approval shall be executed and Recorded by at least two officers of the Association. Recordation of such certificate shall constitute prima facie evidence that such approval has been given.

(f) The right of the Board to suspend the voting rights and easements for use and enjoyment of the recreational facilities located on the Common Area of any Member and the Persons deriving such rights and easements from such Member for any period during which the payment of any Common, Special, Capital Improvement or Reconstruction Assessment against such Member and his Lot remains delinquent, and, after Notice and Hearing as provided in the By-Laws, to suspend such rights and easements for the period set forth in the By-Laws for any violation of the Restrictions, it being understood that any suspension for either non-payments of any Assessment or breach of such Restrictions shall not constitute a waiver or discharge of the Member's obligations to pay the Assessment as provided herein.

(g) The right of the Association acting through the Board to reconstruct, replace or refinish any Improvement, or any portion thereof, upon the Common Area in accordance with the original design, finish or standard of construction of such Improvement, but if not in accordance with such original design, finish or standard of construction only with the vote or written assent of two-thirds of the voting power of Members.

(h) The right of the Association to replace destroyed trees or other vegetation and plant trees, shrubs and ground cover upon any portion of the Common Area.

(i) The right of the Association acting through the Board to reasonably restrict access to areas of the Common Area.

(j) The right and reservation of the Association acting through the Board to grant non-exclusive easements for ingress to and egress from all of the Common Area to purchasers of Dwelling Units constructed in the Annexable Area.

In no event shall the provisions of this Article III be interpreted to allow or grant the power to any Owner or the Association to restrict use of the Common Area, including the taxiways and runways, in a manner which shall restrict or hinder the businesses operated on Lot 10 and the airport-related businesses operated on Lot 11, whether such businesses are being used by Owners, visitors or customers of Owners, as long as Lot 10 and Lot 11 are otherwise being operated in compliance with all applicable governmental statutes, rules and regulations.

Section 3.01.1     Easement for Avigation. There is hereby granted by each owner of individual parcels of property located within the property governed by these Covenants, Conditions and Restrictions (the Servient Tenements) to each other owner of property governed by these Covenants, Conditions and Restrictions, including the association created by these Covenants, Conditions and Restrictions of Record (the Dominant Tenements) an avigation easement as follows:

A joint and several, perpetual and assignable, easement and right-of-way, and certain rights appurtenant to said easement for the operation of aircraft as hereinafter set forth, in, on and over said Grantor(s) real property, lying above, in whole or in part, the horizontal limits of an imaginary surface defined by those civil airport imaginary surfaces described in Federal Aviation Regulations, Part 77, whether applicable or not to the Rosamond Skypark Airport, situated in the county of Kern, State of California, hereinafter referred to as the "Airport", which said parcel of real property (the "Airport") is described as follows:

It is the intent of this easement that the easement be for the benefit of the other owners of real property governed by these Covenants, Conditions and Restrictions, and for the benefit of the "Airport" Operator, and each of their successors and assigns, invitees, and licensees, to use the airspace above the Dominant and Servient Tenements for any and all types of aircraft to navigate to, from and about the Dominant and Servient Tenements, and to operate Soaring (Glider) Aircraft within the Dominant and Servient Tenements, all in accordance with appropriate Federal Aviation Regulations.

It is agreed by Grantor(s) that he/they shall not hereafter erect, enlarge or grow, or permit the erection, enlargement or growth of, or permit or suffer to remain, any building, structure, or other object, or any tree, bush, shrub or other vegetation, within or into the airspace above either the Dominant or Servient Tenements above said imaginary surfaces overlying said real property.

It is further agreed by Grantor(s) that the easement and rights hereby granted to the other owners of real property governed by these Covenants, Conditions and Restrictions and the Airport Operator are for the purpose of insuring that the airspace above the said imaginary surfaces shall remain free and clear of any building, structure or other object, and of any tree, bush, shrub or other vegetation, which could constitute an obstruction or hazard to the flight of aircraft of any kind within the airspace used for landing at, taking off from and/or operating in the vicinity of said "Airport", and shall be usable for aircraft operations, and that, to the extent that aircraft using the Dominant or Servient Tenements generate noise or other effects of flight into and upon the Servient Tenement, the right to do so is granted to the other owners of real property, including the "Airport" Operator, their successors and assigns, invitees and licensees, subject to the Covenants, Conditions and Restrictions. These rights shall include, but not be limited to, the following:

1. The right of flight or unobstructed passage of aircraft of any kind, for the use and benefit of the public and the other owners of real property subject to the Covenants, Conditions and Restrictions, above said imaginary surface, as may be inherent in the navigation or flight of aircraft (now known or hereafter developed or known), using said airspace for landing at, taking off from, or operating from, to, at, or over, or in the proximity of the Airport, together with the right to cause in or about such airspace and also within or on all land and airspace from the surface to the bottom line of the Servient Tenement, such noise, light, electromagnetic emissions, radio transmissions, vibrations, fumes, dust, fuel particles and all other effects as may be inherent in the navigation or flight of aircraft now or hereafter used or known, using said airspace for landing at, taking off from, or operating from, to, at, on or over said Airport.

2. The right of the association which is created by these Covenants, Conditions and Restrictions of Record or the "Airport" Operator to expand the use of the Airport and appurtenant airspace, either in type of aircraft, frequency of operation, time of operation, noise of operations, or in any other manner or amount deemed appropriate by the other, owners of real property acting as the Association subject to the Covenants, Conditions and Restrictions, and the owner of the Servient Tenement does hereby agree to accept any and all effects of such expansion as a right of the holders of the Dominant Tenement as set forth herein.

3. The right of flight for the unobstructed passages of aircraft and gliders, for the use and benefit of the public and the other owners of real property and the "Airport" Operator, their heirs and assigns, and their invitees or licensees, subject to the Covenants, Conditions and Restrictions in the airspace described as otherwise permitted herein, together with the right to cause, in or about the airspace between the surface and the top of navigable airspace such noise, light, electromagnetic emissions, radio transmissions, vibrations, fumes, dust, fuel particles and all other effects as may be inherent in the navigation or flight of aircraft (now known or hereafter developed or known) which may use said airspace for landing at, taking off from, or operating from, to, at, on, or over said Airport, per FAA regulations.

4. The right of the holders of the Dominant Tenement to conduct, on any ground portion of the Dominant Tenement, such ground operations as shall be necessary to the operation of aircraft on or about the Dominant Tenement, including, but not limited to, taxiing aircraft, repair and maintenance of aircraft and their various systems, including engines, aircraft engine runups, glider towing operations, glider ground staging operations, air shows and "fly-ins" and the right, in the conduct of any such operations, to cause, anywhere, at any time on the surface of the Dominant or Servient Tenements, to the top of navigable airspace such noise, light, electromagnetic emissions, radio transmissions, vibrations, fumes, dust, fuel particles and all other effects as may be inherent in the operation of an airport or "skypark" residential development.

5. Acts in violation of Federal Aviation Regulations by individual users of the easement while within the Dominant or Servient Tenement shall not be considered acts allowing the holder of the Servient Tenement to terminate the easement granted hereby.

The easement granted herein and all rights appertaining thereto are granted unto the other owners of any parcel of the real property governed by these Covenants, Conditions, and Restrictions, and the "Airport" Operator, its successors and assigns, as owners of the Dominant Tenement, which is legally described as Lots 1 to 68, inclusive, of Tract 4558 as shown on subdivision map recorded on May 31, 1985 in Book 34, pages 97-103, inclusive of Maps in the Office of the County Recorder of Kern County, California, until said Airport shall be abandoned and cease to be used for airport purposes for a period of at least five years, at which time it shall automatically revert to Grantor(s).

It is understood and agreed by Grantor(s) that this easement, and the covenants and restrictions contained herein, shall run with the land described above and shall be binding upon the heirs, successors and assigns of Grantor(s). For purposes of this easement, the above Grantor's real property shall be the Servient Tenement and the Airport and all other real property governed by these Covenants, Conditions and Restrictions of Record, and any hereafter acquired property used by Airport shall be the Dominant Tenement.

Section 3.02.    Delegation of Use. Any Owner may delegate, in accordance with the By-Laws, his rights of enjoyment of the Common Area to such Owner's lessees or contract purchasers who reside in such Owner's Dwelling Unit, subject to reasonable regulation by the Board; provided, however, that such Member shall not be entitled to the use and enjoyment of the Common Area during the term of such delegation.

Section 3.03.    Easements for Parking. Temporary guest or recreational parking shall be permitted within the Common Area only within spaces and areas clearly marked for this purpose. The Association acting through the Board is hereby empowered to establish "parking," "guest parking" and "no parking" areas within the Common Area in accordance with Section 22658 of the California Vehicle Code, or any similar statute hereafter enacted, as well as to enforce these parking limitations by all means lawful for such enforcement on county streets, including the removal of any violating vehicles by those so empowered.

Section 3.04.    Easements for Vehicular Traffic. In addition to the general easements for use of the Common Area reserved herein, there shall be nonexclusive appurtenant easements for vehicular traffic over all streets within the Properties, subject to the parking provisions set forth in Section 3.03. The Association reserves the right to grant similar easements to purchasers of Dwelling Units constructed in the Annexable Area.

Section 3.05.    Easements for County Public Service Use. In addition to the general easements for use of the Common Area reserved herein, there shall be easements for public services of the County of Kern, including, without limitation, the right of the police to enter upon any part of the Common Area for the purpose of enforcing the law and the right of the fire department to enter upon any part of the Properties for the purpose of fire protection.

Section 3.06.    Waiver of Use. No Owner may exempt himself from personal liability for assessments duly levied by the Association, or release the Lot or other property owned by him from the liens and charges hereof, by waiver of the use and enjoyment of the Common Area or by abandonment of his Lot or any other property in the Properties.

Section 3.07.    Title to the Common Area. The Association shall hold in fee simple title to the Common Area, free and clear of any and all encumbrances and liens, but subject to reservations, easements, covenants, and conditions then of record, including those set forth in this Declaration.

Section 3.08.     Taxes. Each Owner shall execute such instruments and take such action as may reasonably be specified by the Association to obtain separate real estate tax assessment of each Lot. If any taxes or assessments may, in the opinion of the Association, nevertheless be a lien on the Common Area, or any part thereof, such taxes or assessments may be paid by the Association and each Owner shall be obligated to pay or to reimburse the Association for the taxes and assessments assessed by the County Assessor or other taxing authority against the Common Area and attributable to his Lot and interest in the Common Area.

ARTICLE IV

MEMBERSHIP IN ASSOCIATION

Section 4.01.    Organization. The Association is organized as a California corporation under the California Nonprofit Mutual Benefit Corporation Law. The Association is charged with the duties and vested with the powers prescribed by law and set forth in the Articles, the By-Laws and this Declaration. Neither the Articles nor the By-Laws shall, for any reason, be amended or otherwise changed so as to be inconsistent with this Declaration. In the event that there should exist any ambiguity in any provision of the Articles or the By-Laws, then such provision shall be construed, to the extent possible, so that such provision shall be consistent with the provisions of this Declaration.

Section 4.02.    Membership. Every Owner of a Lot shall be a Member of the Association. Memberships in the Association shall not be assignable, except to the Person to which title to the Lot has been transferred, and every membership in the Association shall be appurtenant to and may not be separated from the fee ownership of such Lot. Ownership of a Lot shall be the sole qualification for membership in the Association.

Section 4.03.    Transfer. The Association membership held by any Owner of a Lot shall not be transferred, pledged or alienated in any way, except upon the sale or encumbrance of such Owner's Lot, and then only to the purchaser or Mortgagee of such Lot. Any attempt to make a prohibited transfer is void and shall not be reflected upon the books and records of the Association. A Member who has sold his Lot to a contract purchaser under an agreement to purchase shall be entitled to delegate to such contract purchaser his membership rights in the Association. Such delegation shall be in writing and shall be delivered to the Board before such contract purchaser may vote. However, the contract seller shall remain liable for all charges and assessments attributable to his Lot until fee title to the Lot sold is transferred. In the event the Owner of any Lot should fail or refuse to transfer the membership registered in his name to the purchaser of such Lot upon transfer of fee title thereto, the Board shall have the right to record the transfer upon the books of the Association.

ARTICLE V

VOTING RIGHTS IN ASSOCIATION

Section 5.01.     Voting Membership. The Association shall have one class of voting membership as follows:

(a) Members shall be all Owners. Members shall be entitled to one vote for each Lot owned and subject to assessment. 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 in accordance with Section 5.02, and in no event shall more than one vote be cast with respect to any Lot.

(b) All voting rights shall be subject to the restrictions and limitations provided in this Declaration, the Articles of Incorporation and the By-Laws.

Section 5.02.    Voting Distribution. Members shall be entitled to one vote for each Lot in which they hold the interest required for membership. When more than one Person holds such interest or interests in any Lot, all such co-owners shall be Members and may attend any meetings of the Association, but only one such co-owner shall be entitled to exercise the vote to which the Lot is entitled. Such co-owners may from time to time all designate in writing one of their number to vote. Fractional votes shall not be allowed, and the vote for each Lot shall be exercised, if at all, as a unit. Where no voting co-owner is designated or if such designation has been revoked, the vote for such lot shall be exercised as the majority of the co-owners of the Lot mutually agree. Unless the Board receives a written objection from a co-owner, it shall be presumed that the corresponding voting co-owner is acting with the consent of his co-owners. No vote shall be cast for any Lot where the majority of the co-owners present in person or by proxy and representing such Lot cannot agree to said vote or other action. The non-voting co-owner or co-owners shall be jointly and severally responsible for all of the obligations imposed upon the jointly owned Lot and shall be entitled to all other benefits of ownership. All agreements and determinations lawfully made by the Association in accordance with the voting percentages established herein or in the By-Laws shall be deemed to be binding on all Owners and their successors and assigns. Said voting rights shall be subject to all of the Restrictions and the further limitations provided in the Articles and the By-Laws.

ARTICLE VI

JURISDICTION OF ASSOCIATION

Section 6.01     Powers and Duties. Subject to any provisions of the By-Laws to the contrary, the Association acting through the Board shall have the following powers and duties:

(a) Assessments. The power and duty to levy assessments on the Owners of Lots within the Properties and to enforce payment of such assessments in accordance with the Provisions of Article VIII.

(b) Repair and Maintenance of Property. The power and duty to paint, plant, maintain and repair, in a neat and attractive condition and in accordance with standards adopted by the Board, the Common Area and all Improvements thereon, the Structural Maintenance Areas and dedicated utility, drainage and road easements, and to pay for utilities, gardening service and other necessary utility or other services for the Common Area. Notwithstanding the foregoing, and except as otherwise provided in Sections 7.02, 7.09 and 10.02 below, the Association shall have no responsibility to provide the services referred to in this Section 6.01(b) with respect to any Improvement which is accepted for maintenance by any state, local, or municipal governmental agency or entity. Such responsibility shall be that of the Owner concerned, as provided in this Declaration, or the responsibility of the applicable agency or entity.

(c) Utility Service. The power and duty to obtain for the benefit of the Common Area, all commonly metered water, gas and electric services, and the right within the discretion of the Board to provide for all refuse collection and cable or master television service.

(d) Easements and Rights-of-Way. The power but not the duty to grant and convey to any Person, easements, rights-of-way, parcels or strips of land in, on, over or under any portion of the Common Area for the purpose of constructing, erecting, operating or maintaining thereon, therein and thereunder

(i) roads, streets, walkways, driveways, taxiways, runways, parkways, and park areas, (ii) overhead or underground lines, cables, wires, conduits, or other devices for the transmission of electricity for lighting, heating, power, sewer, television, telephone and other similar purposes, (iii) sprinkling systems, water, heating and gas lines or pipes and (iv) any similar public or quasi-public Improvements or facilities.

(e) Manager. The power but not the duty to employ or contract with a professional Manager to perform all or any part of the duties and responsibilities of the Association, and the power to delegate its powers to committees, officers and employees. Any such management agreement, or any agreement providing for services to the Association, shall be for a term not in excess of one year, shall be subject to cancellation by the Association for cause at any time upon not less than thirty days' written notice, and without cause, without penalty or payment of a termination fee, at any time upon not less than ninety days' written notice.

(f) Rights of Entry and Enforcement. The power but not the duty, after Notice and Hearing and without being liable to any Owner, to enter upon any Lot and Dwelling Unit for the purpose of enforcing by peaceful means the provisions of this Declaration or for the purpose of maintaining or repairing any such area if for any reason whatsoever the Owner thereof fails to maintain or repair any such area as required by the Restrictions. The cost of any such maintenance and repair which is the responsibility of the Owner shall be a Special Assessment and shall create a lien enforceable in the same manner as other assessments as set forth in this Declaration. The responsible Owner shall pay promptly all amounts due for such work and the costs and expenses of collection. Unless there exists an emergency, there shall be no entry into a Dwelling Unit without the prior consent of the Owner thereof. The Association may also commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of the Restrictions and to enforce, by mandatory injunctions or otherwise, all of the provisions of the Restrictions. In the event of any action brought by the Association, the prevailing party shall be entitled to costs and reasonable attorney's fees to be fixed by the Court, in accordance with California Civil Code Sections 1350 et seq.

(g) Other Services. The power and duty to maintain the integrity of the Common Area and Structural Maintenance Areas and to provide such other services, such as fire prevention services and security services, as may be necessary or proper to carry out the Association's obligations and business under the terms of this Declaration in order to enhance the enjoyment by the Members of the Common Area or to facilitate the use by all Members of the Common Area.

(h) Legal and Accounting Services. The power but not the duty, if deemed appropriate by the Board, to retain and pay for legal and accounting services necessary or proper for the operation of the Common Area, enforcement of the Restrictions or in performing any of the other duties or rights of the Association.

(i) Construction on Common Area. The power but not the duty, by action of the Board, to construct new Improvements or additions to the Common Area or to demolish existing Improvements, in accordance with the provisions of this Declaration.

(j) Audit. For any fiscal year in which the gross income to the Association exceeds $75,000, the duty to obtain an independent audit of the accounts of the Association performed by an independent public accountant and to deliver a copy of such audit to each Owner in the manner provided in the By-Laws. Any Owner, accompanied by an accountant, may at any time and at his own expense cause an audit or inspection to be made of the books and records of the Association; provided, however, that such audit or inspection shall be made during normal working hours and without unnecessary interference with the operations of the Manager or the Association.

In no event shall the provisions of this Article VI be interpreted to allow or grant the power to any Owner or the Association to maintain and repair the Common Area, including the taxiways and runways, or fail to do so, or take any other action which will unreasonably restrict or hinder the businesses operated on Lot 10 and the airport-related businesses operated on Lot 11, whether such businesses are being used by Owners, visitors or customers of Owners, as long as Lot 10 and Lot 11 are otherwise being operated in compliance with all applicable governmental statutes, rules and regulations.

Section 6.02.    Rules and Regulations. The Board may adopt such rules and regulations, as it deems proper, for the use and occupancy of the Common Area. The Rules and Regulations shall be subject to change from time to time by the Board. A copy of the Rules and Regulations, as they may from time to time be adopted, amended or repealed, shall be posted in a conspicuous place in the Common Area and may be mailed or otherwise delivered to each Owner. Upon such mailing, delivery or posting, the Rules and Regulations shall have the same force and effect as if they were set forth and were a part of the Restrictions; provided, however, that the Rules and Regulations shall be enforceable only to the extent that they are consistent with this Declaration, the Articles and the By-Laws, and the Rules and Regulations may not be used to amend any of said documents. In addition, if any Owner has actual knowledge of any given Rules and regulations, such Rules and Regulations shall be enforceable against such Owner as though notice of such rules and regulations had been given pursuant to this Section 6.02.

ARTICLE VII

COVENANT FOR MAINTENANCE ASSESSMENTS

Section 7.01.    Creation of the Lien and Personal Obligation of Assessments. Subject to the provisions of Section 7.07, each Owner of any Lot within the Properties, including Lot 10 and Lot 11, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association (i) annual Common Assessments for Common Expenses, (ii) Capital Improvement Assessments, (iii) Special Assessments and (iv) Reconstruction Assessments, such assessments to be established and collected as hereinafter provided. Such assessments, together with interest, costs and reasonable attorneys' fees for the collection thereof, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which such assessment is made. Each such assessment, together with interest, costs and reasonable attorneys' fees for the collection thereof, shall also be the personal obligation of the Person who was the Owner of such property at the time when such Assessment fell due. Subject to the provisions of this Declaration protecting first Mortgagees, the personal obligation for the delinquent assessments shall pass to the successors-in-title of such Owner. The Board of Directors shall establish no fewer than two separate Association Maintenance Funds into which shall be deposited all moneys paid to the Association and from which disbursements shall be made, as provided herein, in the performance of functions by the Association under the provisions of this Declaration. Each of the Association Maintenance Funds shall include (i) an operating fund for current expenses of the Association and (ii) a common area reserve fund for replacements, painting and repairs which would reasonably be expected to recur on an ongoing basis. The Board of Directors shall not commingle any amounts deposited into any of the Association Maintenance Funds with one another.

Section 7.02.    Purpose of Common Assessments. The assessments levied by the Association shall be used exclusively to promote the common health, safety, benefit, recreation and welfare of the Owners and for the improvement and maintenance of the Common Area and the Structural Maintenance Areas, as provided herein. However, disbursements from the common area reserve fund shall be made by the Board of Directors only for the specific purposes specified in this Article VII. Disbursements from the operating fund shall be made by the Board of Directors for such purposes as are necessary for the discharge of its responsibilities herein for the common benefit of all of the Owners, other than those purpose for which disbursements from the common area reserve fund are to be used. Nothing in this Declaration shall be construed in such a way as to permit the Association to use any assessments to abate any nuisance or annoyance emanating from outside the boundaries of the Properties. Nothing contained herein shall limit, preclude or impair the establishment of additional Association Maintenance Funds by the Association, so long as the amounts deposited into any such fund are earmarked for specified purposes authorized by this Declaration. Common Assessments shall include, and the Association shall acquire and pay for out of the applicable funds derived from said annual Common Assessments, the following, which shall be shared equally by all Owners:

(a) Water, electrical, lighting and other necessary utility services for the Common Area and electrical services for street lighting.

(b) Maintenance and repair of private streets, walkways, taxiways, runways and parking areas lying within the Common Area.

(c) Painting, exterior maintenance and minor repair and replacement, as necessary, of the Structural Maintenance Areas.

(d) Landscape planting and maintenance by the Association of all landscaped and planted areas within the Common Area, Structural Maintenance Areas and dedicated utility, drainage and road easements, including irrigation and lighting.

(e) Fire and casualty insurance with extended coverage, as provided herein, covering the full insurable replacement cost of the Common Area facilities and, if approved by the Board, the Dwelling Units (provided that the cost of any insurance covering the Dwelling Units shall be included in Common Assessments levied only against Owners of Residential Lots).

(f) Liability insurance, as provided herein, insuring the Association against any liability to the public or to any Owner, their invitees or lessees incident to their occupation and use of the Common Area and the Structural Maintenance Areas, with limits of liability to be set by the Board, such limits and coverage to be reviewed at least annually by the Board and increased or decreased in its discretion.

(g) Such errors and omissions and directors and officers liability insurance as deemed necessary by the Board, pursuant to Article XIII.

(h) Worker's compensation insurance to the extent necessary to comply with any applicable laws, medical payments insurance, liquor liability insurance and any other insurance as deemed necessary by the Board, pursuant to Article XIII.

(i) Standard fidelity bonds covering all members of the Board and other employees of the Association as and in an amount as deemed necessary by the Board, pursuant to Article XIII.

(j) Painting, maintenance, repair and replacement of all buildings, equipment and landscaping in, on and of the Common Area, as deemed necessary by the Board.

(k) 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 this Declaration, by law or which in the opinion of the Board shall be necessary or proper for the operation and maintenance of the Common Area and Structural Maintenance Areas or for the enforcement of the Restrictions.

Section 7.03.     Damage to Common Area by Owners. The foregoing maintenance, repairs or replacements within the Common Area or Structural Maintenance Areas arising out of or caused by the willful or negligent act of the Owner, his family, lessees, guests or invitees shall be done at said Owner's expense, or, after Notice and Hearing, a Special Assessment therefor shall be made by the Board against the Owner and his Lot.

Section 7.04.     Basis of Maximum Common Assessment.

(a) As of the 1998 Fiscal Year, the maximum annual Common Assessment under this Article VII for Residential Lots shall be $54 per month, the maximum annual Common Assessment under this Article VII for Lot 10 shall be $400 per month for so long as Lot 10 is developed solely with a restaurant and $800 per month when a lodge is developed on Lot 10, and the maximum annual Common Assessment under this Article VII for Lot 11 shall be $800 per month.

(b) The maximum annual Common Assessment may be increased by the Board, above the maximum annual Common Assessment for the previous year, without a vote of the Members, as provided in subparagraph (c) below, in an amount no more than twenty percent.

(c) The maximum annual common Assessment may be increased above twenty percent by the vote or written assent of a majority of the voting power of Members.

(d) The Board of Directors may fix an annual Common Assessment in an amount not in excess of the maximum.

Section 7.05.    Capital Improvement and Reconstruction Assessments. In addition to the Common Assessments authorized above, the Board may levy, in the manner provided in Section 7.08(a), in any assessment year, a Capital Improvement Assessment or Reconstruction 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 or other such addition upon the Common Area or Structural Maintenance Areas, including fixtures and personal property related thereto; provided, however, that whenever the aggregate Capital Improvement Assessments and Reconstruction Assessments in any fiscal year exceed five percent of the budgeted gross expenses of the Association for that fiscal year, such excess shall require the vote or written assent of a majority of the voting power of Members. The amount of the Capital Improvement Assessment or Reconstruction Assessment, as the case may be, for Lot 10 and Lot 11 shall be fixed in the following manner: The amount of the Capital Improvement Assessment or Reconstruction Assessment, as the case may be, for a Residential Lot shall be multiplied by a fraction, the numerator of which shall be the then-current monthly Common Assessment for Lot 10 or Lot 11, as the case may be, and the denominator of which shall be the then-current base monthly Common Assessment for a Residential Lot. The resulting quotient shall be the Capital Improvement Assessment or Reconstruction Assessment, as the case may be, for Lot 10 or Lot 11, as the case may be. An example of how to calculate the amount of the Capital Improvement Assessment for Lot 10 and Lot 11 is as follows:

(a) Assume that the amount of the Capital Improvement Assessment for a Residential Lot is $45.42.

(b) Assume that the amount of the then-current monthly Common Assessment for Lot 10 and Lot 11 is $800.00.

(c) Assume that the amount of the then-current monthly Common Assessment for a Residential Lot is $50.00.

(d) The Capital Improvement Assessment for Lot 10 and Lot 11 equals:

($45.42) X ($800.00)
($ 50.00)

=$726.72

The method of calculating the amount of the Reconstruction Assessment for Lot 10 and Lot 11 is identical, i.e., assuming that the amount of the Reconstruction Assessment for a Residential Lot is $55.57, the Reconstruction Assessment for Lot 10 and Lot 11 equals:

($55.57) X ($800.00)
($50.00)

=$889.12

Section 7.06.     Notice and Quorum for any Action Authorized Under Sections 7.04 and 7.05. Written notice of any meeting called for the purpose of taking any action by the Members authorized under Sections 7.04 and 7.05 shall be sent to all Members not less than ten days, nor more than sixty days, in advance of the meeting.

Section 7.07.     Uniform Rate of Assessment for Residential Lots. Common Assessments, Capital Improvement Assessments and Reconstruction Assessments provided for in this Article VII must be fixed at a uniform rate for all Residential Lots within the Properties, and according to the ratio of the Residential Lot to the total number of Residential Lots; provided, however, that the Association may, subject to the provisions of Section 7.03, levy Special Assessments against selected Owners who have caused the Association to incur maintenance, repair or replacement expenses due to willful or negligent acts of said Owners, his family, lessees, guests or invitees within the Common Area or Structural Maintenance Areas or to incur costs to bring an Owner and his Lot into compliance with the provisions of this Declaration, the Articles or the By-Laws, but any such Special Assessments shall be subject to the provisions of Section 2792.26(c) of Title 10 of the California Administrative Code, which provides that such Special Assessments may not become a lien against an Owner's Lot enforceable by a sale of the Lot in accordance with the provisions of Sections 2924, 2924(b) and 2924(c) of the California Civil Code. All installments of Common Assessments shall be collected in advance on a regular basis by the Board, at such frequency as the Board shall determine from time to time.

Section 7.08.     Changes In Common Assessment.

(a) The Board shall fix the amount of the Common Assessment against each Lot at least thirty days in advance of each Common Assessment period. Written notice of any change in the amount of any annual Common Assessment shall be sent to every Owner subject thereof, not less than thirty days prior to the effective date of such change. 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 or agent 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 against a Lot is binding upon the Association as of the date of its issuance.

(b) The Board of Directors shall cause to be prepared an annual report containing a balance sheet, an income statement reflecting income and expenditures of the Association for each fiscal year, including deposits in and withdrawals from the common area reserve fund and the operating fund, a statement of changes in financial position and a statement of the place where the names and addresses of the current Members are located. The Board shall cause to be distributed a copy of each such annual report to each Member and to each first Mortgagee who has filed a written request for copies of the same with the Board, in the manner provided in the By-Laws. The Board may cause financial statements to be distributed to all Members in such greater frequency and at such further intervals as it deems appropriate. At least sixty days prior to the beginning of each fiscal year, the Board shall prepare and distribute to all members a written, itemized estimate (budget) of the income and Common Expenses of the Association during such year in performing its functions under this declaration, including a reasonable provision for contingencies and deposits into the common area reserve fund, less any expected income and accounting for any surplus from the prior year's respective Association Maintenance Funds.

(c) Each annual Common Assessment shall constitute an aggregate of separate assessments for each of the Association Maintenance Funds, reflecting an itemization of the amounts assessed and attributable to prospective deposits into the common area reserve fund, the operating fund and any other Association Maintenance Fund established by the Association. If the estimated sums prove inadequate for any reason, including nonpayment of any Owner's annual Common Assessment, the Board may, at any time, levy supplemental Common Assessments, subject to the provisions of Section 7.04, for any of the Association Maintenance Funds which shall be assessed uniformly against the Owner of each Lot in the Properties.

(d) Each annual Common Assessment may be paid by the Owner to the Association in one check or in separate checks, as payments attributable to deposits into specified Association Maintenance Funds. In the event that any installment of a Common Assessment payment is less than the amount assessed and the payment does not specify the Association Maintenance Fund or Funds into which it should be deposited, the receipt by the Association from that owner shall be credited in order of priority first to the operating fund, until that portion of the Common Assessment has been satisfied, and second to the common area reserve fund.

(e) At the end of any fiscal year of the Association, the Members, by vote or written assent of a majority of the voting power of Members, may determine that all excess funds remaining in the operating fund, over and above the amounts used for the operation of the Properties, may be returned to the Members proportionately or may be retained by the Association and used to reduce the following year's Common Assessments. Upon dissolution of the Association incident to the abandonment or termination of the Properties, any amounts remaining in any of the funds shall be distributed proportionately to or for the benefit of the members as provided in the Articles and this Declaration.

Section 7.09.    Exempt Property. The following property subject to this declaration shall be exempt from the assessments herein:

(a) All Properties dedicated to and accepted by a local public authority;

(b) The Common Area which is owned in fee simple from the Association.

ARTICLE VIII

EFFECT OF NONPAYMENT OF ASSESSMENTS:

REMEDIES OF THE ASSOCIATION.

Section 8.01.    Effect of Nonpayment of Assessments: Remedies of the Association. Any installment of a Common Assessment, Capital Improvement Assessment, Special Assessment or Reconstruction Assessment not paid within thirty days after the due date shall bear interest from the due date until the date paid at the rate of ten percent per annum. If any such installment on an assessment is not paid within thirty days after it is due, the Owner responsible therefor may be required further by the Board to pay a late charge of $5.00 or five percent of the amount of the delinquent installment, whichever is greater. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the Lot; provided, however, that the levying of Special Assessments shall be subject to the provisions of Section 7.03; provided further, however, that no monetary penalty imposed as provided in Article VII or this Article VIII shall be treated in this Declaration, the Articles or the By-Laws as a lien against an Owner's Lot enforceable by a sale of the lot in accordance with the provisions of Section 2924, 2924(b) and 2924(c) of the California Civil Code. No monetary penalties, other than as provided in Article VII or this Article VIII, shall be imposed upon an Owner for unpaid assessments. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot. If any installment of a Common Assessment is not paid within thirty days after its due date, the Board may mail an acceleration notice to the Owner and to each first Mortgagee of a Lot which has requested a copy of the notice. The notice shall specify (i) the fact that the installment is delinquent, (ii) the action required to cure the default, (iii) a date, not less than thirty days from the date the notice is mailed to the Owner, by which such default must be cured and (iv) that failure to cure the default on or before the date specified in the notice may result in acceleration of the balance of the installments of the Common Assessment for the then current fiscal year and sale of the Lot. The notice shall further inform the Owner of his right to cure after acceleration and to bring a court action to assert the non-existence o£ a default or any other defense of the Owner to acceleration and sale. If the delinquent installments of Common Assessments and any charges thereon are not paid in full on or before the date specified in the notice, the Board at its option may declare all of the unpaid balance of the annual Common Assessment to be immediately due and payable without further demand and may enforce the collection of the full Common Assessment and all charges thereon in any manner authorized by law and this Declaration.

Section 8.02.    Notice of Assessment. No action shall be brought to enforce any assessment lien herein, unless at least thirty days has expired following the date a notice of assessment is deposited in the United States mail, certified or registered, postage prepaid, to the Owner of the Lot, and a copy thereof has been recorded by the Association in the office of the County Recorder of Kern County. The notice of assessment must recite a good and sufficient legal description of any such Lot, the record Owner or reputed Owner thereof, the amount claimed (which may at the Association's option include interest on the unpaid assessment at ten percent plus reasonable attorneys' fees and expenses of collection in connection with the debt secured by said lien), and the name and address of the claimant. The notice of assessment shall be signed and acknowledged by an officer of the Association, and said lien shall be prior to any declaration of homestead recorded after the date on which this Declaration is recorded. The lien shall continue until fully paid or otherwise satisfied.

Section 8.03.    Foreclosure Sale. Any sale provided for above may be conducted by the Board, its attorneys or other persons authorized by the Board in accordance with the provisions of sections 2924, 2924a, 2924b, 2924c and 2924f of the Civil Code of the State of California, or in accordance with any similar statute hereafter enacted applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any manner permitted by law. The Association, through its duly authorized agents, shall have the power to bid on the Lot at the foreclosure sale, and to acquire and hold, lease, mortgage and convey the same.

Section 8.04.    Curing of Default. Upon the timely curing of any default for which a notice of assessment was filed by the Association, the officers thereof shall record an appropriate release of lien upon payment by the defaulting Owner of a fee, to be determined by the Association, but not to exceed $50.00, to cover the cost of preparing and recording such release. A certificate executed and acknowledged by any two members of the Board stating the indebtedness secured by the liens upon any Lot created hereunder shall be conclusive upon the Association and the Owners as to the amount of such indebtedness as of the date of the certificate in favor of all persons who rely thereon in good faith. Such certificate shall be furnished to any Owner upon request at a reasonable fee, to be determined by the Board.

Section 8.05.    Cumulative Remedies. The assessment liens and the rights to foreclosure and sell thereunder shall be in addition to and not in substitution for all other rights and remedies which the Association and its assigns may have hereunder and by law, including a suit to recover a money judgment for unpaid assessments, as above provided.

Section 8.06.     Mortgage Protection. Notwithstanding all other provisions hereof, no lien created under this Article VIII, no breach of this Declaration nor the enforcement of any provision hereof shall defeat or render invalid the rights of the Beneficiary under any recorded first Deed of Trust (meaning any deed of trust with first priority over other deeds of trust) upon a Lot made in good faith and for value; provided, however, that after such Beneficiary or some other Person obtains title to such Lot by judicial foreclosure or by means of the powers set forth in such first Deed or Trust, excluding obtaining title by means of a deed in lieu of foreclosure, such Lot shall remain subject to the Declaration and the payment of all installments of assessments accruing subsequent to the date such Beneficiary or other Person obtains title, but any liens created under this Article VIII which were due and payable prior to the date such Beneficiary or other Person obtains title as provided shall be extinguished.

ARTICLE IX

ARCHITECTURAL CONTROL

Section 9.01.    Members of Committee. The Architectural Committee shall consist of three members. The Board shall have the power to appoint and remove all of the members of the Architectural Committee. Persons appointed to the Architectural Committee by the Board shall be Members. The Architectural Committee shall have the right and duty to promulgate reasonable standards against which to examine any request made pursuant to this Article IX, in order to ensure that the proposed plans conform harmoniously to the exterior design and existing materials of the buildings in the Properties.

Section 9.01.1     Minimum Residential Construction: Consistent with the status of the Development as a planned, aviation-oriented fly-in community, all construction shall consist of a permanent, site-built residence with a minimum living area of 1400 square feet, and each residence constructed shall concurrently include an aircraft hanger having minimum enclosed area of 1500 square feet. Both residence & hanger shall be of such style and material as to blend harmoniously with existing construction and shall be subject to design review as provided within this Article IX. The provisions of this Section 9.01.1 are not intended to apply to commercial activities on Lots 10 and 11.

Section 9.02.     Review of Plans and Specifications. The Architectural Committee shall consider and act upon any and all plans and specifications submitted for its approval under this Declaration and perform such other duties as from time to time shall be assigned to it by the Board, including the inspection of construction in progress to assure its conformance with plans approved by the Architectural Committee. No construction, alteration, addition, modification, decoration, redecoration or reconstruction of any Improvement in the Properties or substantial landscaping of any Lot shall be commenced or maintained until the plans and specifications therefor showing the nature, kind, shape, height, width, color, materials and location of the same shall have been submitted to the Architectural Committee and approved in writing by the Architectural Committee. The address for submission of such plans and specifications shall be the address of the principal place of business of the Association. The Owner shall obtain a written receipt for the plans and specifications submitted from an authorized representative of the Architectural Committee. The Architectural Committee shall approve plans and specifications submitted for its approval only if it deems that (i) the construction, alteration, addition, modification, decoration, redecoration or reconstruction contemplated thereby in the locations indicated will not be detrimental to the appearance of the surrounding area of the Properties as a whole, (ii) the appearance of any structure affected thereby will be in harmony with the surrounding structures, (iii) the construction thereof will not detract from the beauty, wholesomeness and attractiveness of the Common Area or the enjoyment thereof by the Members and (iv) the upkeep and maintenance thereof will not become a burden on the Association. The Architectural Committee may condition its approval of proposals or plans and specifications for any Improvement (i) on such changes therein as it deems appropriate, (ii) upon the agreement by the Person (referred to in this Section 9.02 as "applicant") submitting the same to grant appropriate easements to the Association for the maintenance of the Improvement or (iii) upon the agreement of the applicant to reimburse the Association for the cost of such maintenance, or all three, and may require submission of additional plans and specifications or other information prior to approving or disapproving material submitted. The Architectural Committee shall propose for Board approval rules or guidelines setting forth procedures for the submission of plans for approval, requiring a fee payable to the Association to accompany each application for approval or additional factors which it will take into consideration in reviewing submissions. The guidelines may provide that the amount of such fee shall be uniform or that it be determined in any other reasonable manner, such as by the reasonable cost of the construction, alterations or additions contemplated. The Architectural Committee may require such detail in plans and specifications submitted for its review as it deems proper, including, without limitation, floor plans, site plans, drainage plans, elevation drawings and description or samples of exterior material and colors. Decisions of the Architectural Committee and the reasons therefor shall be transmitted by the Architectural Committee to the applicant at the address set forth in the application for approval within forty-five days after receipt by the Architectural Committee of all materials required by the Architectural Committee. Any application submitted pursuant to this Section 9.02 shall be deemed approved, unless written disapproval or a request for additional information or materials by the Architectural Committee shall have been transmitted to the applicant within forty-five days after the date of receipt by the Architectural Committee of such application or additional information. In no event shall the provisions of this Article IX be interpreted to allow or grant the power to any Owner, the Association or the Architectural Committee to withhold approval of the construction, alteration, addition, modification, decoration, redecoration or reconstruction of any Improvement in Lot 10 or Lot 11, the landscaping of Lot 10 or Lot 11 or the taking of any other action subject to approval under this Article IX, which will unreasonably restrict or hinder the businesses operated on Lot 10 and the airport-related businesses operated on Lot 11, whether such businesses are being used by Owners, visitors or customers of Owners, as long as Lot 10 and Lot 11 are otherwise being operated in compliance with all applicable governmental statutes, rules and regulations, but the Dwelling Unit on Lot 11 shall be fully subject to the provisions of this Article IX.

Section 9.03.     Meetings of the Architectural Committee. The Architectural Committee shall meet from time to time as necessary to perform its duties hereunder. The Architectural Committee may from time to time, by resolution unanimously adopted in writing, designate an Architectural Committee representative (who may, but need not, be one of its members) to take any action or perform any duties for and on behalf of the Architectural Committee, except the granting of variances pursuant to Section 9.08. In the absence of such designation, the vote of a majority of the members of the Architectural Committee, or the written consent of a majority of the members of the Architectural Committee taken without a meeting, shall constitute an act of the Architectural Committee.

Section 9.04.     No Waiver of Future Approvals. The approval of the Architectural Committee to any proposals or plans and specifications or drawings for any work done or proposed or in connection with any other matter requiring the approval and consent of the Architectural Committee shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings or matter whatever subsequently or additional]y submitted for approval or consent.

Section 9.05.     Compensation of Members. The members of the Architectural Committee shall receive no compensation for services rendered, other than reimbursement by the Association for expenses incurred by them in the performance of their duties hereunder.

Section 9.06.     Correction of Defects. Inspection of work and correction of defects therein shall proceed as follows:

(a) Upon the completion of any work for which approved plans are required under this Article IX, the Owner shall give written notice of completion to the Architectural Committee.

(b) Within sixty days thereafter, the Architectural Committee or its duly authorized representative may inspect such Improvement. If the Architectural Committee finds that such work was not done in substantial compliance with the approved plans, it shall notify the Owner in writing of such noncompliance within such sixty-day period, specifying the particulars of noncompliance, and shall require the Owner to remedy the same.

(c) If upon the expiration of thirty days from the date of such notification the Owner shall have failed to remedy such noncompliance, the Architectural Committee shall notify the Board in writing of such failure. After affording such Owner Notice and Hearing, the Board shall determine whether there is a noncompliance and, if so, the nature thereof and the estimated cost of correcting or removing the same. If a noncompliance exists, the Owner shall remedy or remove the same within a period of not more than forty-five days from the date of announcement of the Board ruling. If the Owner does not comply with the Board ruling within such period, the Board, at its option, may record a notice of noncompliance in the Office of the Kern County Recorder and may peacefully remove the noncomplying Improvement or otherwise peacefully remedy the noncompliance, and the Owner shall reimburse the Association upon demand for all expenses incurred in connection therewith, including, without limitation, court costs and reasonable attorneys' fees. If such expenses are not promptly repaid by the Owner to the Association, the Board shall levy a Special Assessment against such Owner for reimbursement, in addition to all other rights and remedies which the Association may have at law, in equity or in this Declaration.

(d) If for any reason the Architectural Committee fails to notify the Owner of any noncompliance within sixty days after receipt of said written notice of completion from the Owner, the Improvement shall be deemed to be in accordance with the approved plans.

Section 9.07.     Nonliability of Architectural Committee Members. Neither the Architectural Committee or any member of the Architectural Committee nor the Board or their duly authorized representative shall be liable to the Association or to any Owner for any loss, damage or injury arising out of or in any way connected with the performance of the Architectural Committee's duties hereunder, unless due to the willful misconduct or bad faith of such party. The Architectural Committee shall review and approve or disapprove all plans submitted to it for any proposed construction, alteration or addition solely on the basis of aesthetic considerations and the overall benefit or detriment which would result to the immediate vicinity and the Properties generally. The Architectural Committee shall take into consideration the aesthetic aspects of the architectural designs, placement of buildings, landscaping, color schemes, exterior finishes and materials and similar features. The Architectural Committee's approval or disapproval shall be based solely on the considerations set forth in this Article IX, and the Architectural Committee shall not be responsible for reviewing, nor shall its approval of any plan or design be deemed approval of, any plan or design from the standpoint of structural safety or conformance with building or other codes.

Section 9.08.    Variances. The Board may authorize variances from compliance with any of the architectural provisions of this Declaration, including, without limitation, restrictions upon height, size, floor area or placement of structures or similar restrictions when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental consideration may require. Such variances must be evidenced in writing, must be signed by at least a majority of the members of the Board, and shall become effective upon recordation in the Office of the Kern County Recorder. If such variances are granted, no violation of the covenants, conditions and restrictions contained in this Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such a variance shall not operate to waive any of the terms and provisions of this Declaration for any purpose except as to the particular property and particular provision hereof covered by the variance, nor shall it affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting his use of such property, including, without limitation, zoning ordinances and lot setback lines or requirements imposed by the County of Kern or any other governmental authority.

ARTICLE X

MAINTENANCE AND REPAIR OBLIGATIONS

Section 10.01.    Maintenance Obligations of Owners. Subject to the duty of the Association to provide for maintenance as provided in Section 10.02, it shall be the duty of each Owner, at his sole cost and expense, subject to the provisions of this Declaration regarding Architectural Committee approval, to maintain, repair, replace and restore areas subject to his exclusive control in a neat, sanitary and attractive condition. Areas subject to the exclusive control of an Owner shall be deemed to include for a Residential Lot, without limitation, all glass and exterior and interior portions of the Owner's Dwelling Unit, the patio areas of the Residential Lot, if any, the landscaped portions of the Residential Lot, any walls or fencing and any air conditioning compressor located thereon, which are not defined as a portion of the Structural Maintenance Areas. Within one year after completion of construction of a residence on a Residential Lot, the Owner shall complete the landscaping and the patio area, if any, in accordance with the standards adopted by the Architectural Committee. In the event that any Owner shall fail to landscape his Residential Lot or permit any Improvement, which is the responsibility of such Owner to maintain, to fall into disrepair or not to be so maintained so as to create a dangerous, obstructed, unsafe, unsightly or unattractive condition, or to otherwise violate this Declaration, the Board shall have either the right to seek any remedies at law or in equity which it may have or the right, but not the duty, after Notice and Hearing, to enter upon such area to make such repairs or to perform such maintenance, and the cost thereof shall be charged to the Owner. Said cost shall be a Special Assessment and shall create a lien enforceable in the same manner as other assessments as set forth in this Declaration.

Section 10.02.    Maintenance Obligations of Association. No Improvement, excavation or work which in any manner alters the Common Area or the Structural Maintenance Areas from their existing state shall be made or done by any Person other than the Association or its authorized agents. The Association shall maintain or provide for the maintenance of all of the Common Area and all Improvements thereon, including, without limitation, private streets, walkways, taxiways, runways, sewers, commonly metered utilities, storm drains, parking areas, fences and walls, in good order and repair, and shall likewise provide for the painting, exterior maintenance and minor repair and replacement as necessary for the Structural Maintenance Areas. The Association shall also be responsible for the maintenance and replacement of trees, shrubs, vegetation, irrigation systems, private storm drain systems, private street lighting facilities,