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D221244005 08/24/2021 08:28 AM Page: 1 of 67 Fee: $283.00 Electronically Recorded by Tarrant County Clerk in Official Public Records Submitter: Baker Firm PLLC - Southlake Nicholson MARY LOUISE NICHOLSON COUNTY CLERK NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS cial copy BREWER INDUSTRIAL CONDOMINIUMS Unof Southlake, Texas D221244005 Page 2 of 67 RECITALS ARTICLE I.

Definitions and Terms......

ARTICLE II.

2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 Condominium Unit Designations and Descriptions Survey Designation of Units Limited Common Elements Regulation of Common Areas Inseparable Units....

Descriptions.....

Encroachments.

Taxes............

Table of Contents 1 .1 1 .1 2.9 Reservation of Special Declarant Rights..

ARTICLE III.

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 ARTICLE IV.

4.1 4.2 Board of Directors..

4.3 4.4 Rights and Obligations of Ownership Ownership No Partition.....

Rights of Ownership Use and Occupancy Restrictions Mechanic's and Materialman's Liens..

Right of Entry..

Owner Maintenance ....

Approval for Construction, Alteration, or Modific Liability for Negligent Acts Subject to Declaration and Bylaws, Indemnity.

Management and Administration..

Authority to Manage, Association Duty to Maintain.

Certificate of Formation and Bylaws.

Administration and Enforcement of Declaration, Bylaws and Rules...

cial Copy .4 666 4.5 Membership and Voting.

4.6 Insurance...

4.7 Accounting; Audit: Inspection of Records.

4.8 Architectural Control Committee........

4.9 Security Policies].

ARTICLE V.

s and Rules...

cial Copy .4 666 4.5 Membership and Voting.

4.6 Insurance...

4.7 Accounting; Audit: Inspection of Records.

4.8 Architectural Control Committee........

4.9 Security Policies].

ARTICLE V.

Maintenance Assessments....

51 Assessments for Common Expenses..

5.2 Purpose of Assessments.

5.3 5.4 5.5 345 Determination of Assessments..

Utilities.

5.6 Owner Obligations for Assessments and Mid-Year Alterations of Assessments Special Assessments for Improvements Commencement of Assessments.

5.8 No Exemption..

5.9 Lien for Assessments 5.10 Subordination of the Lien to First Lien Mortgages..

.6 6 9 .10 .11 .12 ....15 125 .15 .15 .16 .16 .16 .... 16 .16 .17 .17 5566666NNN .17 .18 i D221244005 Page 3 of 67 5.11 Statement of Assessments....

5.12 Payment of Assessments by Declarant..

5.13 ARTICLE VI.

6.1 Personal Liability for Assessments..

Destruction or Obsolescence of Improvements..

Destruction or Obsolescence.

6.2 Judicial Partition 18 18 18 18 18 .18 6.3 Condemnation.

19 8888 ARTICLE VII.

Protection of Mortgagees 7.1 Mortgage Priorities 7.2 Notice to Association 7.3 7.4 7.5 Notice of Default: Lapse in Insurance..

Examination of Books.....

Reserve Fund 7.6 Annual Audits 7.7 7.8 7.9 ARTICLE VIII.

8.1 8.2 Dimensions...

8.3 8.4 8.5 8.6 8.7 8.8 Notice of Meetings..

Notice of Damages, Destruction, or Condemnation Management Certificate Miscellaneous Provisions ...

Amendments to Declaration Change in Documents Notices......

Conflict between Declaration and Bylaws Invalidation of Parts Omissions........

Consent of Mortgagee.

ARTICLE IX.

9.1 9.2 Sale of Lease.

Consent 9.3 9.4 9.5 9.6 9.7 Exceptions to Opti ARTICLE X.

Declarant's Right to Cure; Arbitration ificial Copy 020-322222 .20 .20 .20 .21 .21 .21 .21 .21 .21 .21 .21 .23 10.1

IX.

9.1 9.2 Sale of Lease.

Consent 9.3 9.4 9.5 9.6 9.7 Exceptions to Opti ARTICLE X.

Declarant's Right to Cure; Arbitration ificial Copy 020-322222 .20 .20 .20 .21 .21 .21 .21 .21 .21 .21 .21 .23 10.1 Owner Claims for Alleged Defects, Personal Injury, Survival, Wrongful Death or Damage to Goods-Binding Arbitration.......

.23 10.2 Declarant's Right to Cure Alleged Defects-Claims by the Association.

.23 10.3 Association Claims-Binding Arbitration .28 22222222 2 222 n ii D221244005 1.0 2.9 Definitions Special Declarant Rights 3.4(c) Use Restrictions Schedules Exhibits A.

ABCDEFI H.

Legal Description of Property Map of the Property Subject to the Declaration Percentage of Ownership of Common Elements Management Certificate Consent of Declarant's Mortgagee Rules and Regulations Architectural Guidelines Boundary Designation Unofficial Copy Page 4 of 67 D221244005 DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR BREWER INDUSTRIAL CONDOMINIUMS RECITALS This is a Declaration of Covenants, Conditions, and Restrictions for BREWER INDUSTRIAL CONDOMINIUMS. The property initially subject to this Declaration is described in Exhibit A. The property initially consists of three (3) non-residential condominium units, and various common area improvements, all of which are to be built. The undersigned Declarant is the owner of the property at the time of recordation of this Declaration. The property is locally known as the "Brewer Industrial Condominiums.'

The Declaration establishes a plan for individual ownership in fee simple of each condominium unit and an undivided interest in the common area and common facilities. Each owner shall have exclusive ownership of, possessory interest in, and responsibility for the area or space contained within such owner's

ndivided interest in the common area and common facilities. Each owner shall have exclusive ownership of, possessory interest in, and responsibility for the area or space contained within such owner's condominium unit, subject to the covenants, conditions, and restrictions contained in the Declaration.

The Declaration and the property subject to it shall be governed by the Texas Uniform Condominium Act, Chapter 82, Texas Property Code ("TUCA"). The terms, covenants, conditions, easements, restrictions, uses, limitations, and obligations in this Declaration shall be deemed to run with the land and shall be binding upon any person acquiring or owning an interest in the real property and improvements, their grantees, successors, heirs, executors administrators, devisees, and assigns.

ARTICLE 1. Definitions and Terms.

Definitions of terms are contained in Schedule 1.0 hereto.

2.1 ARTICLE II. Condominium Unit Designations and Descriptions.

ficial Survey. A reduced copy of the Map is in Exhibit B. The large original Map is contained in the Association's records. The Map contains: (a) Land Description. The Map contains the legal description of the surface of the land described in Exhibit A.

(b) The Improvement Locations. The Map contains the linear measurements and location, with reference to the exterior boundaries of said land, of the Buildings and all other improvements constructed, or to be constructed, on said land. The Map contains the footprint of the Units and Buildings constructed, or to be constructed by the Declarant, showing the exterior boundaries and number of the Units, and any other data necessary for the identification of them, which information is depicted by plans of

, or to be constructed by the Declarant, showing the exterior boundaries and number of the Units, and any other data necessary for the identification of them, which information is depicted by plans of each floor of each Building showing the respective letters of the Buildings, the numbers of the floors and the numbers of the Units therein.

(c) Limited Common Elements. The Map contains the location of Limited Common Elements, including the Building Sites, and the identification of the Units to which the same relate. Declarant or the Board may amend the Map, from time to time, to ensure that the same conform with the actual location of any of the improvements and to establish, vacate, and relocate easements, access road easements, and on-site parking areas.

1 Page 5 of 67 D221244005 2.2 Designation of Units. The Project consists of three (3) separately designated Units to be built. Each Unit is identified by a number or letter on the Map. The remaining portion of the Project, referred to as the Common Elements, shall be owned in common by the Owners. The Owners of each Unit shall own an undivided interest in said Common Elements, the percentage or fraction thereof attributable to each Unit being as shown on Exhibit C.

2.3 Limited Common Elements.

(a) Areas of Exclusive Use. Portions of the Common Elements are set aside and reserved for the exclusive use of the individual Owners, such areas being Limited Common Elements, and include the areas described in Section 1.26 of Schedule 1.0 attached hereto. Limited Common Elements are allocated and assigned by the Declarant to the respective Units, as indicated on the Map: Limited Common Elements for a Unit are (1) the enclosed courtyards, sidewalks, and driveways exclusively serving

located and assigned by the Declarant to the respective Units, as indicated on the Map: Limited Common Elements for a Unit are (1) the enclosed courtyards, sidewalks, and driveways exclusively serving the Unit and (2) the air conditioning pad(s) exclusively serving the Unit. Such Limited Common Elements shall be used in connection with the particular Unit, to the exclusion of the use thereof by the other Owners, except by invitation.

(b) Reallocation of General Common Elements to Limited Common Elements.

Common Elements will be allocated in Limited Common Elements to one or more Units from time to time, pursuant to the following provisions: (1) Delineation at Time of Construction. At the time of submission of preliminary plans for a Building to the Architectural Control Committee Owner shall submit a request for any requested reallocation of General Common Elements to Limited Common Elements for the Unit Owner's use as driveways, walkways, exclusive Unit Owner use, and the Building Envelope for the Unit, which shall be shown on a detailed drawing of the Unit and the area surrounding the Unit. Generally the Building Envelope will be an area located 10' outside of the Building Site (as it may be expanded pursuant to Section 2.3(b)(2) below), but such Building Envelope may be larger or smaller at the discretion of the Architectural Control Committee. Upon approval of the general location Limited Common Elements, including the Building Envelope, the Owner shall deliver to the Architectural Control Committee an amendment to this Declaration in form similar to the Boundary Designation attached as Exhibit H hereto, containing a revised Survey and Plan for the Unit with legally accurate description of the General Common

to this Declaration in form similar to the Boundary Designation attached as Exhibit H hereto, containing a revised Survey and Plan for the Unit with legally accurate description of the General Common Elements intended to be reallocated as Limited Common Elements for such Unit and for the Building Envelope. The Architectural Control Committee may condition its approval of any such amendment of the Unit Owner agreeing that any driveway or other facility may be jointly used by one or more Units. Upon approval of the amendment the Board shall cause to be executed and recorded a Boundary Designation at the cost of the Owner of the Unit proposing the amendment, and the areas and improvements located within the areas so designated as Limited Common Elements (other than the Unit itself) shall thereafter be deemed to be Limited Common Elements appurtenant to such Unit. The Limited Common Elements so allocated to the Unit shall be landscaped and maintained by the Owner of the applicable Unit in accordance with landscape plans approved by the Architectural Control Committee. Likewise, the improvements within the Limited Common Elements will be maintained in good repair and appearance in accordance with this Declaration, the Rules and Regulations and the Architectural Guidelines by the Owner of the Unit to which such areas are declared to be a Limited Common Element.

(2) Expansion of Building Site. As permitted in Section 3.8, the Architectural Guidelines provide for the possibility of the expansion of a Building Site and a reallocation of General Common Elements to Limited Common Elements of a Unit. Upon approval by the Architectural Control Committee (and, if required under the Architectural Guidelines, any adjacent Owners), the Owner

General Common Elements to Limited Common Elements of a Unit. Upon approval by the Architectural Control Committee (and, if required under the Architectural Guidelines, any adjacent Owners), the Owner requesting an extension of the Building Site shall submit to the Architectural Control Committee for its approval an amendment to this Declaration, containing a revised Survey and Plan with a legally accurate description of the General Common Elements intended to be reallocated as Limited Common Elements for the Building Site expansion. Upon approval of the amendment and revised Survey and Plan by the Architectural Control Committee, the Board shall cause to be executed and recorded the amendment, at 2 Page 6 of 67 D221244005 Page of 67 the cost of the Owner of the Unit requesting the expansion, and the expansion of the Building Site shall thereafter be deemed to a Limited Common Element appurtenant to such Unit.

2.4 Regulation of Common Areas. Rules governing the use of such areas by Owners and by their guests and invitees shall be promulgated by the Declarant, or by the Board of Directors of the Association after the same has been elected. All Owners shall be furnished with a copy thereof at the direction of the Board. Each Owner shall be required to comply strictly with said rules and regulations and shall be responsible to the Association for compliance therewith by the members of their respective families, relatives, guests, invitees, tenants, and contractors, both minor and adult.

2.5 Inseparable Units. Each Unit and its corresponding pro-rata interest in and to the Common Elements appurtenant thereto shall be inseparable and may not be conveyed, leased, or encumbered separately, and shall at all times remain indivisible. Except for easements to utility companies,

ommon Elements appurtenant thereto shall be inseparable and may not be conveyed, leased, or encumbered separately, and shall at all times remain indivisible. Except for easements to utility companies, any attempted conveyance of an interest in the Common Elements shall be void unless it also conveys the Unit to which that interest is attached.

2.6 Descriptions. Every deed, lease, mortgage, trust deed, or other instrument may legally describe a Unit by its identifying Unit number, as shown on the Map, followed by the words "a condominium" and a reference to this recorded Declaration. Every such description shall be deemed good and sufficient for all purposes to convey, transfer, encumber, or otherwise affect the undivided interest in the Common Elements appurtenant to such Unit.

2.7 Encroachments. If any portion of the Common Elements encroaches upon a Unit or Units, a valid permanent easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist. If any portion or portions of a Unit or Units encroach upon the Common Elements, a valid permanent easement for the encroachment and for the maintenance of same, so long as it stands, shall and does exist.

ficial Col 2.8 Taxes. The Association shall give written notice to the Tarrant County Appraisal District of the establishment of the Condominium Regime with respect to the Project, as is provided by law, so that each Unit and its percentage or fraction of undivided interest in the Common Elements shall be deemed a separate parcel and subject to separate assessment and taxation.

2.9 Reservation of Special Declarant Rights. The Declarant reserves the special rights set out in the Schedule 2.9 Special Declarant Rights attached hereto, notwithstanding anything in the

d taxation.

2.9 Reservation of Special Declarant Rights. The Declarant reserves the special rights set out in the Schedule 2.9 Special Declarant Rights attached hereto, notwithstanding anything in the Declaration to the contrary (Special Declarant Rights”).

3.1 ARTICLE IN Rights and Obligations of Ownership.

Ownership. A Unit will be a fee simple estate and may be held and owned by any person, firm, corporation or other entity singularly, as joint tenants, as tenants in common, or in any real property tenancy relationship recognized under the laws of the State of Texas. Each Unit Owner is allocated an undivided interest in the Common Elements in accordance with Exhibit C and shall have a right to use easements and any Limited Common Elements in accordance with the Declaration. Each Owner shall have an unrestricted right of ingress and egress to the Owner's Unit, subject to reasonable routes of such vehicular and pedestrian access.

3.2 No Partition. The Common Elements (both General and Limited) shall be owned in common by all of the Owners of the Units and shall remain undivided, and no Owner shall bring any action for partition or division of the Common Elements other than that as specifically provided in Section 6.2.

Nothing in this Declaration shall be construed as limiting the right of partition of a Unit between the Owners thereof, but such partition shall not affect any other Unit.

3.3 Rights of Ownership. Each Owner (including unsold Units owned by Declarant) shall be entitled to exclusive ownership and possession of the Unit owned by such Owner. Each Owner may use 3 D221244005 the Common Elements in accordance with the purposes for which they are intended and without hindering

xclusive ownership and possession of the Unit owned by such Owner. Each Owner may use 3 D221244005 the Common Elements in accordance with the purposes for which they are intended and without hindering or encroaching upon the lawful rights of the other Owners, subject to the rules and regulations adopted from time to time by the Board for the purpose of facilitating such common use and enjoyment by all Owners.

Use and Occupancy Restrictions.

3.4 (a) Non-Residential Purposes. Subject to the other provisions of this Declaration, no part of the Project may be used for residential purposes as defined in TUCA.

(b) Common Elements. The Common Elements are intended for use for the purposes of affording vehicular and pedestrian movement within the Project; providing access to the Units; providing for the beautification of the Project; and providing privacy for the occupants thereof through landscaping and such other means as shall be deemed appropriate. No part of the Common Elements shall be obstructed or damaged so as to interfere with its intended use or for its maintenance and operations. No part of the Common Elements shall be used for general storage purposes, nor shall anything be done on the Common Elements in any manner which shall increase the rate for hazard and liability insurance covering said area and improvements situated thereon.

3.5 Mechanic's and Materialman's Liens. Subsequent the completion of the improvements described on the Map, no labor performed or materials furnished and incorporated in a Unit, notwithstanding the consent or request of the Owners, its agent, contractor or subcontractor, shall be the basis for filing of a lien against the interest in the Common Elements owned by the other Owners. Each

anding the consent or request of the Owners, its agent, contractor or subcontractor, shall be the basis for filing of a lien against the interest in the Common Elements owned by the other Owners. Each Owner shall indemnify and hold harmless each of the other Owners from and against all liability arising from the claim of any lien against the Unit of the other Owners or against their interest in the Common Elements for construction performed or for labor, materials, services, or other products incorporated in such Owner's Unit.

3.6 Right of Entry. In addition to the rights of access granted in §82.066 and §82.107 (d) of TUCA, an easement is hereby created over, through and across the Regime in favor of the Association for the purpose of providing access to each Unit and to abate any nuisance or any dangerous or unauthorized activity or condition being conducted or maintained within the Regime, to remedy any prohibited or unlawful activity which affects the welfare or health of other Owners, to enforce the provisions of this Declaration, the Bylaws or the Rules and Regulations. Subject to the terms of this Declaration, Declarant and the Association reserve the right, without the necessity or the joinder of any Owner or other person to grant, dedicate, reserve or otherwise create, at any time or from time to time, easements for utility purposes (including without limitation, gas water, electricity, telephone, data transmission, HVAC) in favor of any Owner or other person. The Association also shall have the right to have access to each Unit from time to time, with reasonable advanced notice, during reasonable hours as may be necessary for the maintenance, repair, or replacement of any of the Common Elements, or at any time, without advanced notice, for making

h reasonable advanced notice, during reasonable hours as may be necessary for the maintenance, repair, or replacement of any of the Common Elements, or at any time, without advanced notice, for making emergency repairs therein necessary to prevent damage to the Common Elements or to another Unit or Units.

13.7 Owner Maintenance. An Owner shall maintain and keep in repair the Building and the improvements, grounds, and landscaping in the Limited Common Elements designated for such Unit. All fixtures and equipment, including, without limitation, the heating and air conditioning system, and water heater, installed for the Unit, shall be maintained and kept in repair by the Owner thereof. Without limitation on the generality of the foregoing, an Owner shall maintain and keep in good repair (and replace, if so required) the security system, the air conditioning compressor, fans, ductwork, heating unit and cooling coils, utilized in and for its Unit, as well as other fixtures appurtenant to such Unit which are situated within or installed into or on the Limited Common Element such as an air conditioning compressor, together with all pipes, wiring, ducts, and other equipment appurtenant thereto.

An Owner shall be obligated to repair and replace promptly any broken or cracked windows, doors, or glass forming a boundary of such Unit, subject to the Association's right to control the exterior finish and color of the doors. Notwithstanding anything to the contrary contained in this Section, an Owner when 4 Page 8 of 67 D221244005 exercising its right and responsibility of repair, maintenance, replacement, or remodeling shall never alter in any manner whatsoever, the exterior appearance of its Condominium Unit without obtaining the prior

its right and responsibility of repair, maintenance, replacement, or remodeling shall never alter in any manner whatsoever, the exterior appearance of its Condominium Unit without obtaining the prior approval of the Architectural Control Committee.

3.8 Approval for Construction, Alteration, or Modification. No Owner shall construct a condominium Unit without the prior written approval of the plans therefor by the Architectural Control Committee (or if the approval is sought during the Declarant Control Period and Declarant has elected to act as the Architectural Control Committee, the Declarant in accordance with Schedule 2.9). No Owner shall construct, alter, modify, add to, or otherwise perform any work whatever in a Unit or upon any of the Common Elements, Limited or General, without the prior written approval of the plans therefor by the Architectural Control Committee. Owners shall follow and comply with the Architectural Guidelines as adopted by the Architectural Control Committee or Declarant. The initial Architectural Guidelines are attached hereto as Exhibit G.

Any proposed construction, alteration, or modification shall be in harmony with the external design and location of the surrounding structures and topography, and shall not be considered until submission to the Architectural Control Committee of complete plans and specifications showing the nature, kind, shape, size, materials, color, location, and any other information requested by the Architectural Control Committee for all proposed work. The Architectural Control Committee shall have the obligation to answer in writing within 30 days after receipt of notice of the proposed construction, alteration, or modification. Failure to so

work. The Architectural Control Committee shall have the obligation to answer in writing within 30 days after receipt of notice of the proposed construction, alteration, or modification. Failure to so answer in writing within the stipulated time shall be deemed approval of the proposed construction, alteration, or modification.

During the Declarant Control Period, Declarant or the Architectural Control Committee, at Declarant's election, shall have the sole right to approve or reject any plans and specifications submitted by a Unit Owner for approval.

An Owner shall do no act nor any work that will impair the structural soundness or integrity of the Units, Buildings, or Common Elements or impair any easement or appurtenance.

3.9 Liability for Negligent Acts. If the need for maintenance or repair to any portion of the Project is caused through the willful or negligent act of an Owner, its tenants or invitees and is not covered or paid for by insurance either on such Owner's Unit or the Common Elements, the cost of such maintenance or repairs shall be added to and become a part of the Assessment to which such Unit is subject, pursuant to this Declaration.

3.10 Subject to Declaration and Bylaws. The Owner of each Unit (including unsold Units owned by Declarant) and the Association shall comply strictly with the provisions of this Declaration, the Bylaws of the Association, and the decisions and resolutions of the Association adopted pursuant thereto, as the same may be lawfully amended from time to time. Failure to comply with any of the same shall be grounds for an action to recover damages or for injunctive relief, or both, maintainable by the Association on behalf of the Owners or, in proper cause, by an aggrieved Owner against another Owner or against the

an action to recover damages or for injunctive relief, or both, maintainable by the Association on behalf of the Owners or, in proper cause, by an aggrieved Owner against another Owner or against the Association, including the right to judicially contest the decisions of the Board or the Association.

3.11 INDEMNITY. UNIT OWNERS AND THE ASSOCIATION INDEMNIFY ANY PERSON WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED ACTION, SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE, BY REASON OF THE FACT THAT SUCH PERSON IS OR WAS A DIRECTOR, OFFICER, COMMITTEE MEMBER, EMPLOYEE, SERVANT OR AGENT OF THE ASSOCIATION, THE ARCHITECTURAL CONTROL COMMITTEE, OTHER COMMITTEE APPOINTED BY THE BOARD, OR THE BOARD, AGAINST ALL CLAIMS AND LIABILITIES, INCLUDING SUCH PERSON'S NEGLIGENCE, IN WHOLE OR IN PART, OR STRICT LIABILITY AND EXPENSES INCLUDING ATTORNEY'S FEES REASONABLY INCURRED BY SUCH PERSON IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING, IF IT IS FOUND AND DETERMINED BY THE BOARD OR A COURT THAT SUCH PERSON (A) ACTED IN GOOD FAITH AND IN A MANNER SUCH PERSON 5 Page 9 of 67 D221244005 REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO, THE BEST INTERESTS OF THE ASSOCIATION, OR (B) WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE SUCH PERSON'S CONDUCT WAS UNLAWFUL. THE TERMINATION OF ANY ACTION, SUIT OR PROCEEDING BY SETTLEMENT, OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT, SHALL NOT OF ITSELF CREATE A PRESUMPTION THAT SUCH PERSON DID NOT ACT IN GOOD FAITH OR IN A MANNER WHICH SUCH PERSON REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO, THE BEST INTERESTS OF THE ASSOCIATION, OR, WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, HAD

OT ACT IN GOOD FAITH OR IN A MANNER WHICH SUCH PERSON REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO, THE BEST INTERESTS OF THE ASSOCIATION, OR, WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, HAD REASONABLE CAUSE TO BELIEVE THAT SUCH PERSON'S CONDUCT WAS UNLAWFUL. THE BOARD MAY PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR, OFFICER, COMMITTEE MEMBER, EMPLOYEE, SERVANT OR AGENT OF THE ASSOCIATION, THE ARCHITECTURAL CONTROL COMMITTEE, OR THE BOARD, AGAINST ANY LIABILITY ASSERTED AGAINST SUCH PERSON OR INCURRED BY SUCH PERSON IN ANY SUCH CAPACITY, OR ARISING OUT OF SUCH PERSON'S STATUS AS SUCH.

ARTICLE IV. Management and Administration.

4.1 Authority to Manage; Association Duty to Maintain Except as otherwise provided in the Declaration, the affairs of the Project shall be managed and administered by the Association. The Association shall have all rights, powers and duties of, and shall constitute and be, the "Association," as that term is used in TUCA. The Association shall have the right, power, and obligation to provide for the maintenance, repair, replacement, and administration of the Project, including Common Elements, to the degree and in the manner as provided in this Declaration, the Bylaws, and the Rules and Regulations of the Association. However, the Association shall not be responsible for owner maintenance obligations outlined in Section 3.7. The business and affairs of the Association shall be managed by the Board, and the Association may enter into a management agreement upon the terms and conditions approved by the Board.

Board of Directors.

4.2 (a) Composition of Board. The Board shall consist of at least 3 persons. The

ociation may enter into a management agreement upon the terms and conditions approved by the Board.

Board of Directors.

4.2 (a) Composition of Board. The Board shall consist of at least 3 persons. The election of Directors and determination of the number of directors shall be conducted at the annual meeting of members except as provided in Section 4.2(d). Each member shall be entitled to cast his total number of votes, as calculated in the manner provided in Section 4.5(b) of this Declaration. No member shall cast for any one candidate more than the total number of votes that member has. The candidates receiving the highest number of votes up to the number of Vacancies shall be deemed elected. All votes shall be cast by written ballot. Members shall not vote cumulatively for the election of Directors.

(b) Voting by Board Members. The presence of a majority of Directors at a meeting of Directors shall constitute a quorum for the transaction of business. The action of a majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board. A meeting of the Board shall be held each year promptly after the annual meeting of the members, at the place of such annual meeting of members, for the election of officers and the consideration of any other business that may properly be brought before such meeting. Regular meetings of the Board shall be held at such times and places as the Board shall determine.

(c) Length of Term. The members of the Board shall serve for a term of one year commencing at the time of their election, or until their death, resignation, removal, or until they are no longer members of the Association, whichever is earlier. Except for Directors appointed by Declarant pursuant to

ime of their election, or until their death, resignation, removal, or until they are no longer members of the Association, whichever is earlier. Except for Directors appointed by Declarant pursuant to the rights of Declarant during the Declarant Control Period, any member of the Board may be removed from membership on the Board, with or without cause, by a Majority vote of Owners at a quorum meeting of the Owners called to consider such action or at an annual meeting of the Members.

(d) Declarant Control Period. Notwithstanding Section 4.2(a) and (c) preceding and Section 4.5, the Declarant shall have the sole and absolute right to appoint all the members of the Board 6 Page 10 of 67 D221244005 until that date, which is 30 days after the conveyance of 100% of the Units have been conveyed to persons other than Declarant. The foregoing right of the Declarant shall not be affected by any transfer of Special Declarant Rights created or reserved herein. After the expiration of the Declarant's Control Period, the Unit Owners shall elect the Board, which members, within 31 days thereafter, shall elect the officers of the Association.

4.3 Certificate of Formation and Bylaws. The administration of this Condominium Project shall be governed by this Declaration, the Certificate of Formation of the Association, and the Bylaws of the Association, and the resolutions of and rules and regulations adopted by the Board. Each of the foregoing documents may be amended or changed only in accordance with the amendment procedures contained in the respective documents. An Owner of a Unit, upon becoming an Owner, shall be a member of the Association and shall remain a member for the period of its ownership.

4.4 Administration and Enforcement of Declaration, Bylaws and Rules. The Association,

becoming an Owner, shall be a member of the Association and shall remain a member for the period of its ownership.

4.4 Administration and Enforcement of Declaration, Bylaws and Rules. The Association, or any Owner may utilize any of the rights and remedies set forth below, for the enforcement of all restrictions, conditions, covenants, reservations, liens, bylaws, rules, charges, and liabilities imposed by the provisions of this Declaration, the Certificate of Formation, the Bylaws, or Rutes. Failure of the Association or any Owner to enforce shall not be deemed a waiver of the right to do so thereafter.

(a) Rules and Regulations. The Board may adopt Rules and Regulations (which may be referred to as "Community Policies") for governing the use and maintenance of the property and obtaining compliance by Owners and their contractors, invitees and tenants with the Declaration and with Association Bylaws, and Rules and Regulations, provided that same are not prohibited by this Declaration or Texas law. The Rules and Regulations may address any subject relating to uses of Units, Common Areas, construction, repairs, parking, unsightly objects, relationships between Owners, invitees, tenants and/or the Association, enforcement, and other subjects reasonably affecting the Project. The rules must be consistent with and not in conflict with this Declaration. The initial Rules and Regulations are attached as Exhibit F.

(b) Late Charges. The Board may adopt late charges, from time to time, for late payment by the Owners of monies owed to the Association.

(c) Returned Check Charges. The Board may assess returned check charges against an Owner, as set by the Board from time to time, for each returned check, plus late charges, until acceptable payment is received.

ed Check Charges. The Board may assess returned check charges against an Owner, as set by the Board from time to time, for each returned check, plus late charges, until acceptable payment is received.

(d) Non-assessment Items First. All monies received from an Owner may be applied first to non-assessment obligations of the Owner, such as fines, late charges, returned check charges, user fees, damages, etc., regardless of notations on checks and transmittal letters.

(e) Suspension of Voting Rights and Use Rights. The right to vote and the right to use Common Areas of any Owner who is more than 30 days delinquent on any sum owed to the Association may be suspended by the Board.

Fines. The Board or the Association's manager may assess fines against an Owner for violations by the Owner or its invitees, contractors, or tenants of standards of conduct contained in the Declaration and the Association rules. Fines may also be assessed for violation of suspended common facility use rights. Each day of violation may be considered a separate violation if the violation continues after written notice to the Owners. There must be notice of the alleged infraction and fine to the Owner no later than 45 days from the alleged infraction.

(g) Remedies Against Tenants. The Board shall have authority to evict tenants of Owners, after no less than thirty (30) days' notice, for substantial or repeated violations of Association Rules. The Board shall have authority to enforce all Rules against the Owner's tenants, including collection of fines for violations of the Declaration or Bylaws by the tenants.

7 Page 11 of 67 D221244005 (h) Tenants May Pay. If an Owner is delinquent in the payment of any sum due the

s, including collection of fines for violations of the Declaration or Bylaws by the tenants.

7 Page 11 of 67 D221244005 (h) Tenants May Pay. If an Owner is delinquent in the payment of any sum due the Association for a period of 30 days or more, any tenant of the Owner occupying the Unit may pay any sums due to the Association by the Owner in order to avoid suspension of Common Area use rights; and the Tenant may deduct same from rent due to the Owner. The Association may enter into indemnity agreements to protect tenants who pay money to the Association under authority of this Section.

(i) Leasing. The Board may adopt reasonable requirements for leasing a Unit. For example, the Board may require (1) that tenant names, work phones, home phones, and emergency contact persons be registered with the Board or the Association's management company, or (2) that certain provisions be added to lease agreements regarding the incorporation of the condominium regime and/or enforcement of this Declaration.

The management company managing the Association does not have authority to act for the Association in leasing or managing individual units. A Unit Owner may contract with the same management company which manages the Association to lease or manage a Unit owned by the Owner. Additionally, in such case the Unit Owner shall inform the tenant that in leasing or managing the Owner's Unit, the management company is not acting on behalf of the Association.

(j) Interest. All sums due the Association by Owners shall bear interest from due date at the highest lawful rate, compounded annually.

(k) Fees for Special Services. Fees chargeable to Owners for special services (such its furnishing resale certificates, eligibility certificates, copies of declarations, copies of information sent to

(k) Fees for Special Services. Fees chargeable to Owners for special services (such its furnishing resale certificates, eligibility certificates, copies of declarations, copies of information sent to mortgagees, copies of accounting records, etc.) shall be set by the Board from time to time.

(I) Parking Limitations. Vehicle owners shall reimburse the Association for any costs incurred in towing vehicles illegally parked provided notice required in applicable statutes is complied with in accordance with applicable statutes regarding illegal parking. Owners shall be responsible for parking violations of their tenants.

(m) Publication of Delinquencies. The Board may disclose and publish to Association members and mortgagees the financial condition of the Association, including a list of names and amounts of any delinquencies. The Board may notify mortgage lenders and tenants of delinquent monies owed by such Owners to the Association. Mortgage lenders may notify the Board of any delinquencies in the payment of mortgages.

(n) Name and Addresses of New Owners. An Owner may not sell or convey its Unit without all monies due and owing to the Association, including but not limited to the applicable Transfer Fee, being paid in full; and if such Owner does sell, convey, or transfer its Unit without paying such monies, such selling Owner shall remain liable for all monies accruing to the Association thereafter on such Unit until such monies are paid in full. If an Owner sells or transfers Ownership of its Unit and fails to notify the Association of the sale the selling Owner shall continue to be liable for the Assessments accruing on the Unit after the sale or transfer until such time as the selling or transferring Owner notifies the Association in

sale the selling Owner shall continue to be liable for the Assessments accruing on the Unit after the sale or transfer until such time as the selling or transferring Owner notifies the Association in writing of the name and address of the new Owner. The new Owner shall also be liable from the date of such new Owner's acquisition of title. The selling or transferring Owner shall have a right of indemnity against the new Owner for recovery of any such sums paid by the selling or transferring Owner under this Section.

(0) Change of Addresses. Owners shall keep the Association timely informed of their current addresses and any change of addresses.

(d) Name and Addresses of Tenants. Owners shall notify the Association of current names and addresses of tenants of their respective Units.

8 Page 12 of 67 D221244005 Page 13 of 67 (q) Lien of the Association. The Association shall have a lien on an Owner's Unit, including any rentals and insurance proceeds relating to the Unit, to secure payment of all monies owed by the Owner to the Association. The lien and foreclosure of the lien is addressed further in Section 5.9.

(r) Venue and Lawsuit Authority. All obligations of owners, tenants, and the Association arising under this Declaration, the Bylaws, or Rules shall be performed in Tarrant County, Texas, and venue for any lawsuits relating thereto shall be in Tarrant County, Texas. The Association shall have the right to file and defend a suit (including injunctions) and recover on behalf of the Owners in any cause of action based on damages to the Common Areas or based on liabilities of Owners and their invitees, contractors, tenants, or third parties accruing to Owners and/or the Association.

(s) Attorney's Fees. If delinquent accounts or other violations are turned over to the

s of Owners and their invitees, contractors, tenants, or third parties accruing to Owners and/or the Association.

(s) Attorney's Fees. If delinquent accounts or other violations are turned over to the Association's attorney, the Owner shall be liable for all attorney's fees incurred by the Association in collections, filing liens, foreclosing liens, releasing liens, prosecuting lawsuits, and/or otherwise enforcing the Declaration, Bylaws, and Rules and Regulations.

(t) Association Entry. The Association shall have the right to enter an Owner's Unit, after providing reasonable advanced written notice, for purposes of (1) inspection (2) prevention of damage to the Common Elements, (3) enforcement of the Declaration, and (4) protection of property rights and quiet enjoyment of other Owners. The Association may require Owners to furnish the Association with entry keys to their Units for such purposes.

(n) Notices to Multiple Owners, Tenants, and Mortgagees. Notice to or from one of multiple Owners or tenants of a Unit shall be deemed as notice to or from all Owners or tenants of that Unit. If Owner is more than 60 days delinquent, the Association may send to the Owner's tenant a copy of any Association notices or communications with the Owner. The Association shall give such notice upon written request of a first lien mortgage or insurer a (v) Assignment of Revenues. The Association shall have the power to convey a security interest in its revenues to a lender for purposes of obtaining loans necessary for the operation and/or improvement of the Project. No such security interest may be given without being approved by a vote of the Board. The Association shall provide notice of such conveyance and a copy of the applicable

r improvement of the Project. No such security interest may be given without being approved by a vote of the Board. The Association shall provide notice of such conveyance and a copy of the applicable documentation supporting such a conveyance to all owners.

(w) Other Powers. The Association shall have all other powers necessary and proper for the government and operation of the Association, including but not limited to those powers contained in the Texas Uniform Condominium Act. Such powers include the right to grant permits, licenses, and easements over Common Elements for utilities, roads, and other purposes for the proper operation of the Property.

Membership and Voting.

4.5 (a) Membership. Membership in the Association shall be appurtenant to the legal, fee title to the Condominium Units of the Project, and upon the transfer of title to a Condominium Unit of the Project the membership appurtenant thereto shall be deemed to be transferred to the grantee of such Condominium Unit, upon recordation of the deed or other conveyance thereof in the Official Records of Tarrant County Texas.

No membership in the Association may be conveyed or transferred in any other manner. When the title to a Condominium Unit in the Project is owned by more than one person, firm, corporation, or other entity, the membership in the corporation appurtenant to such Condominium Unit shall be owned in the same manner and to the same extent as the Condominium Unit, with all the Owners of such Condominium Unit being collectively the member in the Association.

9 D221244005 Page 14 of 67 (b) Voting. Ownership of each Condominium Unit in the Project by a member entitles the Owner or Owners (collectively) thereof to one vote per Condominium Unit, with the exception of

4005 Page 14 of 67 (b) Voting. Ownership of each Condominium Unit in the Project by a member entitles the Owner or Owners (collectively) thereof to one vote per Condominium Unit, with the exception of Declarant who shall be entitled to twenty (20) votes per Condominium Unit it owns. Where a majority or 66.667% of votes by the Members is required, the Declarant shall always maintain enough votes to carry such vote until such time as the Declarant Control Period ends.

If a Condominium Unit is owned by more than one person, the Owners who own fractional interests in such Condominium Unit aggregating more than 50% of the whole ownership thereof shall appoint one member who shall be entitled to exercise the votes pertaining to that Condominium Unit at any meeting of the members of the Association. Such designation shall be made in writing to the Board of Directors and shall be revocable at any time by actual notice to the Board of Directors or upon the death or judicially declared incompetence of any one of the Owners of such Condominium Unit.

If a Condominium Unit is owned by more than one member claiming to be entitled to exercise the voting right attributable to that Condominium Unit, then none of such members shall be allowed to exercise the voting rights attributable to such Condominium Unit unless such members concur upon the manner in which such votes will be cast. Failure of such Owners to concur shall result in that Condominium Unit being excluded in all respects in determining whether a requisite number of votes has been cast with respect to the matter upon which such vote is being taken. All members of the Association may be present at any meeting of the members and may act at such meetings in person of by proxy (whether physically present

e matter upon which such vote is being taken. All members of the Association may be present at any meeting of the members and may act at such meetings in person of by proxy (whether physically present or not). If at any time the Association shall hold legal title to one or more Condominium Units, the voting rights to which the Owner thereof otherwise would be entitled shall be exercised as directed by majority vote of the Owners in attendance at the meeting, in person or by proxy.

(c) Completed and Uncompleted Units. The membership and voting rights referred to above shall accrue to an Owner of a Unit, regardless whether the Unit has been constructed or completed.

cial Insurance.

4.6 (a) Property Insurance The Association shall obtain insurance for the Regime as required by §82.111 of TUCA. The Association may also obtain and maintain at all times insurance on the Project of the type and kind required by this Declaration, including such other risks, of a similar or dissimilar nature, as are or shall customarily be covered with respect to condominium projects, similar in construction, design and use, issued by responsible insurance companies authorized to do business in the State of Texas. The insurance shall be carried in blanket policy form naming the Association, the Owners and all mortgagees of Units (of whose lien interest the Association receives written notice) as the insureds. In addition, each policy shall identify the interest of Unit Owners and shall provide for a standard, noncontributory mortgage clause invavor of each First Lien Mortgagee. Further, the policy shall insure against loss or damage by fire, vandalism, malicious mischief and such other hazards as are covered under

ibutory mortgage clause invavor of each First Lien Mortgagee. Further, the policy shall insure against loss or damage by fire, vandalism, malicious mischief and such other hazards as are covered under standard extended coverage provisions for the full insurable replacement cost of the Common Elements (excluding the Land), and against such other hazards and for such amounts as the Board may deem advisable Flood insurance is not necessary because none of the Units or improvements are in a Special Flood Hazard Area or in the 100-year flood plain according to FEMA maps.

The Association may elect to obtain and maintain insurance covering the Units and Unit Owners.

Each Owner irrevocably designates the Association, as attorney in fact, to administer and distribute property insurance proceeds applicable to the Owner's Unit, whether or not the property insurance is obtained or maintained by the Association or the Unit Owner. Such insurance policy shall also provide that it cannot be canceled or substantially modified by either the insured or the insurance company until after 10 days prior written notice to each First Lien Mortgagee. The Board of Directors shall, upon request of any First Lien Mortgagee, furnish a certified copy of each blanket policy and a separate certificate identifying the interest of the Mortgagor.

10 D221244005 All policies of insurance shall provide that the insurance there under shall be invalidated or suspended only in respect to the interest of any particular Owner guilty of a breach of warranty, act, omission, negligence or non-compliance of any provision of such policy, including non-payment of the insurance premium applicable to that Owner's interest after notice and ten (10) days to cure, or who permits

negligence or non-compliance of any provision of such policy, including non-payment of the insurance premium applicable to that Owner's interest after notice and ten (10) days to cure, or who permits or fails to prevent the happening of any event, whether occurring before or after a loss, which under the provisions of such policy would otherwise invalidate or suspend the entire policy, but the insurance under such policy, as to the interests of all other insured Owners not guilty of any act or omission, shall not be invalidated or suspended and shall remain in full force and effect.

The Association, in order to preserve the integrity of the Project, shall be deemed to have an "insurable interest" in each Unit. Any insurance obtained by the Association or a Unit Owner shell contain appropriate provisions whereby the insurer waives its right of subrogation as to any claims against the Unit Owners, Association and their respective servants, agents or guests.

(b) Liability Insurance. The Association shall maintain a policy of commercial liability insurance and property damage insurance against claims for personal injury or death, or property damage suffered by the public, or any Owner or Occupant, family, agent, employee, of invitee of an Owner or Occupant, occurring in, or about the Limited or General Common Elements, which liability and property damage insurance shall afford protection to such limits and extent as the Association deems desirable.

Such liability and property damage insurance policy shall also contain a cross-liability endorsement wherein the rights of a named insured under the policy or policies shall not prejudice this, her, or their action or actions against another named insured. Such insurance policy shall also provide that it cannot be canceled

named insured under the policy or policies shall not prejudice this, her, or their action or actions against another named insured. Such insurance policy shall also provide that it cannot be canceled or substantially modified by either the insured or the insurance company until after 10 days prior written notice to each First Lien Mortgagee, to the extent allowed by law. This liability coverage does not insure the individual Unit Owner for liability or damages arising out of the use of its individual Unit as distinguished from the Common Elements of the Project.

(c) Fidelity Bond. The Association shall maintain or cause to be maintained an adequate blanket fidelity bond covering all persons handling or responsible for funds of or administered by the Association and that such bond shall be of a kind and in an amount the Association deems necessary for the protection of the Owners.

(d) Condominium Unit Owners' Insurance. The insurance obtained pursuant to Section 4.6(a) does not insure the personal property of Unit Owners, and unless the Association elects to insure Buildings does not insure units, and each such Unit Owner may, at the Owner's option and expense, obtain such other insurance as the Owner deems necessary to insure such property. In addition, the insurance obtained pursuant to Section 4.6(a) might not insure the Units or any fixtures, installations or additions composing a part of the Buildings. An Owner of a Unit may obtain at its cost and expense such additional insurance as may be necessary to insure its Unit and the fixtures and improvements therein.

4.7 Accounting, Audit; Inspection of Records. The Board shall keep or cause to be kept books of detailed account of the receipts and expenditures affecting the Project and its administration and

rein.

4.7 Accounting, Audit; Inspection of Records. The Board shall keep or cause to be kept books of detailed account of the receipts and expenditures affecting the Project and its administration and specifying the maintenance and repair expenses of the Common Elements and any other expenses incurred by or on behalf of the Project or the Association. Both the books of accounts and all vouchers supporting the entries made therein shall be available for examination at the office of the Association by all Owners at convenient hours on working days and the Board shall cause to be established and announced for general knowledge the days and hours within which such books shall be available for inspection. All such books and records shall be kept in accordance with generally accepted accounting principles, consistently applied, and shall be audited at least once a year by an outside auditor selected by the Board unless directed otherwise by the Association at the annual membership meeting. The fiscal year of the Association shall be the calendar year unless another period is established by resolution of the Board.

At all times, the Association shall have and maintain current copies of the declaration, Certificate of Formation, bylaws, and Association rules, along with books, records, and financial statements, available 11 Page 15 of 67 D221244005 for inspection by Unit Owners or by holders, insurers, or guarantors of first mortgages that are secured by units in the project, during normal business hours.

The Association shall make an audited statement for the preceding fiscal year available to the holder, insurer, or guarantor of any first mortgage that is secured by a unit in the project on submission of

Association shall make an audited statement for the preceding fiscal year available to the holder, insurer, or guarantor of any first mortgage that is secured by a unit in the project on submission of a written request for it. The audited financial statement shall be available within 120 days of the Association's fiscal year-end.

4.8 Architectural Control Committee. The Board or a Committee appointed by the Board shall serve as the Architectural Control Committee for the Association, approving or disapproving construction, alteration, and modifications pursuant to Section 3.8. The Board can dissolve the committee it has appointed and substitute itself as the Architectural Control Committee. The Board can overrule supersede or amend any decision made by the Architectural Control Committee it has appointed. The Architectural Control Committee may from time to time designate Advisory Members.

(a) Action by Architectural Committee. Items presented to the Architectural Control Committee shall be decided by a majority vote of its members. The Architectural Control Committee may hire consultants, including engineers and architects, and contractors to assist it in its duties hereunder. The Architectural Control Committee may establish reasonable fees and charges payable by Owners to the Association seeking approvals or variances from the Architectural Control Committee, including requiring reimbursement for all reasonable costs incurred in reviewing and processing such requests.

(b) Term. Each member of the Architectural Control Committee shall hold office until such time as he has resigned or has been removed or his successor has been appointed, or if the Board is acting as the Architectural Control Committee, for such term as the member is a Director. In the event of

as he has resigned or has been removed or his successor has been appointed, or if the Board is acting as the Architectural Control Committee, for such term as the member is a Director. In the event of death or resignation of any member of the Architectural Control Committee, the remaining members shall have full authority to act until a replacement member has been designated.

(c) Adoption of Rules and Guidelines. The Architectural Control Committee may adopt such procedural and substantive rules and guidelines" ("Architectural Guidelines"), not in conflict with this Declaration, as it may deem necessary or proper for the performance of its duties, including but not limited to, a building code, a fire code, and other similar codes as it may deem necessary and desirable.

Each Owner shall comply with said rules and guidelines as the same may be amended from time to time.

Absent a material change in circumstances or if an alteration or reconstruction of a previously approved improvement is being undertaker, once plans and specifications are approved by the Architectural Control Committee for a particular construction project, the Owner who has received such approval is not required to obtain a further approval for such construction if the rules and guidelines change subsequent to the original approval ("grandfathered improvements").

(d) Review of Proposed Construction. Whenever in this Declaration the approval of the Architectural Control Committee is required, it shall have the right to consider all of the plans and specifications for the improvement or proposal in question and all other facts which are relevant. Except as otherwise specifically provided herein, prior to the commencement of any construction of any

pecifications for the improvement or proposal in question and all other facts which are relevant. Except as otherwise specifically provided herein, prior to the commencement of any construction of any improvement on the Property or any portion thereof, 3 complete sets of the final plans and specifications therefor shall be submitted to the Architectural Control Committee, and construction thereof may not commence unless and until the Architectural Control Committee has approved such plans and specifications in writing. The Architectural Control Committee shall consider and act upon any and all plans and specifications submitted for is approval pursuant to this Declaration, and perform such other duties assigned to it by this Declaration or 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 and specifications approved by the Architectural Control Committee. The Architectural Control Committee may review plans and specifications submitted for its review and such other information as it deems proper. Until receipt by the Architectural Control Committee of any information or documents deemed necessary by the Architectural Control Committee, it may postpone review of any plans and specifications submitted for approval. No improvement shall be allowed on any Building Site which is of such size or architectural design or involves 12 Page 16 of 67 D221244005 the use of such landscaping, color schemes, exterior finishes, and materials and similar features as to be incompatible with development within the Property and the surrounding area. The Architectural Control Committee shall have the authority to disapprove any proposed improvement based upon the restrictions

ompatible with development within the Property and the surrounding area. The Architectural Control Committee shall have the authority to disapprove any proposed improvement based upon the restrictions set forth in the preceding sentence and the decision of the Architectural Control Committee shall be final and binding so long as it is made in good faith. The Architectural Control Committee shall not be responsible for reviewing any proposed improvement, nor shall its approval of any Plans or Specifications be deemed approval thereof from the standpoint of structural safety, engineering soundness, or conformance with building or other codes. The Architectural Control Committee is authorized to request the submission of samples of proposed construction materials. At the option of the Architectural Control Committee one complete set of the plans and specifications will be retained by the Architectural Control Committee, and one complete set of plans and specifications will be marked "Approved" and returned to the Owner or its designated representative. If found not to be in compliance with the rules and guidelines or this Declaration the Bylaws, Rules and Regulations or resolutions adopted by the Board, one set of such plans and specifications shall be marked "Disapproved," accompanied by a reasonable statement of items found not to comply with any such matter.

Any party requesting approval of a set of plans and specifications for use with a particular Building Site shall submit a site plan showing the position of all improvements on the Lot and a tree survey as a part of those plans and specifications. The party submitting such plans shall be required to point out to the

mit a site plan showing the position of all improvements on the Lot and a tree survey as a part of those plans and specifications. The party submitting such plans shall be required to point out to the Architectural Control Committee, and the Architectural Control Committee shall have the right to review and approve, any material changes to or deviations from any previously approved set of plans and specifications. The Architectural Control Committee shall have the right to prevent the construction of any improvements which have, in the Architectural Control Committee's sole opinion, material changes to or deviations from any previously approved set of plans and specifications.

(e) Actions of the Architectural Control Committee. The Architectural Control Committee may, by written resolution, unanimously adopted in writing, designate one or two of its members or an agent acting on its behalf to take any action or perform any duties for and on behalf of the Architectural Control Committee. In the absence of such designation, the vote of the majority of all of the members of the Architectural Control Committee taken without a meeting, documented in accordance with the laws of the State of Texas, shall constitute an act of the Architectural Control Committee. Notwithstanding anything to the contrary, in the event the Architectural Control Committee fails to respond to a request for approval of plans and specifications within 45 days of receipt of all required information, the Architectural Control Committee shall be deemed to have approved such plans and specifications. The Architectural Control Committee shall have the authority to require any Owner or Owner's agents or contractors to cease and

ommittee shall be deemed to have approved such plans and specifications. The Architectural Control Committee shall have the authority to require any Owner or Owner's agents or contractors to cease and desist in constructing or altering any improvements, where such actions have not been approved or otherwise constitute a violation of the Restrictions. The violating Owner shall remove such violating improvements or site work at its sole expense and without delay, returning same to its original condition or bring the property into compliance with the Restrictions and any plans and specifications approved by the Architectural Control Committee. If an Owner proceeds with construction that is not approved by the Architectural Control Committee, or that is a variance of the approved plans and specifications, the Association may assess reasonable fines and may continue to assess such fines until Architectural Control Committee approval is granted or the violation is removed.

No Waiver of Future Approvals. The approval or consent of the Architectural Control Committee to any Plans or Specifications for any work done or proposed or in connection with any other matter requiring the approval or consent of the Architectural Control Committee shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any plans and specifications, or other matter whatever, subsequently or additionally submitted for approval or consent by the same or a different person.

(g) Variances. The Architectural Control Committee may grant variances when, in the opinion of the Architectural Control Committee, in its sole and absolute discretion, such variance will not impair or detract from the quality of the development of the Property, and such variance is justified due

e Architectural Control Committee, in its sole and absolute discretion, such variance will not impair or detract from the quality of the development of the Property, and such variance is justified due to unusual or aesthetic considerations or unusual circumstances. All variances must be evidenced by a 13 Page 17 of 67 D221244005 Page 18 of 67 written instrument, in recordable form, and must be signed by at least two of the voting members of the Architectural Control Committee. If a variance is granted, no violation of the covenants, conditions, or restrictions contained in this Declaration or any Supplemental Declaration shall be deemed to have occurred with respect to the matter for which the variance was granted. The granting of such variance shall not operate to waive or amend any of the terms and provisions of these covenants and restrictions applicable to the Building Site for any purpose except as to the particular property and in a particular instance covered by the variance, and such variance shall not be considered to establish a precedent or future waiver, modification or amendment of the terms and provisions hereof.

(h) No Implied Waiver or Estoppel. No action or failure to act by the Architectural Control Committee or by the Board shall constitute a waiver or estoppel with respect to future action by the Architectural Control Committee or Board of Directors with respect to the construction of any improvements within the Regime. Specifically, the approval by the Architectural Control Committee or the Board of any such construction shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar construction or any similar proposals, plans, specifications, or other materials submitted with

shall not be deemed a waiver of any right or an estoppel to withhold approval or consent for any similar construction or any similar proposals, plans, specifications, or other materials submitted with respect to any other residential construction by such person or other Owner.

(i) Non-liability. Neither the Architectural Control Committee nor any member thereof, nor the Board, nor any member thereof, shall be liable to the Association or to any Owner or to any other person or entity for any loss, damage or injury arising out of or in any way connected with the performance of the Architectural Control Committee's or the Board's respective duties under this Declaration, unless due to the willful misconduct or bad faith of such person. Neither the Architectural Control Committee nor any member thereof shall be liable to any Owner due to the construction of any improvement within the Project.

(j) Work in Progress. The Architectural Control Committee, at its option, may inspect all work in progress to insure compliance with approved plans and specifications.

(k) Certificate of Compliance. Upon completion of any improvement approved by the Architectural Control Committee and upon written request by the Owner of the Unit, the Architectural Control Committee or the Board acting through one of its officers may issue a compliance certificate ("Compliance Certificate") in a form suitable for recordation. The Compliance Certificate may identify the Unit and the improvements, the use or uses to be conducted thereon, and the plans and specifications on file with the Architectural Control Committee pursuant to which the improvements were made and shall specify that the improvements comply with the approved plans and specifications. The Compliance

on file with the Architectural Control Committee pursuant to which the improvements were made and shall specify that the improvements comply with the approved plans and specifications. The Compliance Certificate shall not be construed to certify the acceptability, sufficiency, or approval by the Architectural Control Committee or the Association of the actual construction of the improvements or the workmanship or materials thereof. The Owner is hereby notified that the Compliance Certificate in no way warrants, except as set forth above, the sufficiency, acceptability, or approval by the Architectural Control Committee of the construction, workmanship, materials, or equipment of the improvements. Preparation and recordation of such a Compliance Certificate shall be at the expense of the Owner of the improved Unit.

The Architectural Control Committee, and its agents and employees, shall not be responsible for inspecting any proposed improvement, nor shall its approval of any plans or specifications be deemed approval of any improvement as to structural safety, engineering soundness or conformance with any building or other codes, regardless of the hiring by the Architectural Control Committee of any consultants to assist it in its duties hereunder.

4.9 Security Policies. Neither Declarant nor the Association promises, warrants, or guaranties the safety or security of Owners, occupants, tenants, invitees, guests, or their agents or contractors or their personal property against the criminal actions of others. Each Owner and other person in the Project has the responsibility to protect himself or herself and to maintain insurance to protect his or her belongings. Owners and tenants should contact an insurance agent to arrange appropriate fire and

ct has the responsibility to protect himself or herself and to maintain insurance to protect his or her belongings. Owners and tenants should contact an insurance agent to arrange appropriate fire and theft insurance on their personal property.

14 D221244005 Page 19 of 67 No security system, patrol, access gate, or electronic security device can provide protection against crime at every location at every moment of the day or night. Even elaborate security systems are subject to mechanical malfunction, tampering, human error or personnel absenteeism, and can be defeated or avoided by clever criminals. Therefore, Owners and all other persons in the Project should not rely on such systems and should always protect themselves and their property as if no security systems exist. Owners and all other persons in the Project should make no other assumptions regarding security.

If security systems, security devices, access gates, or walk-though/drive-through services are utilized in the Project, no representation is made by Declarant, an Owner, to the extent the Owner maintains the security measure as a Limited Common Element, or the Association that such systems, devices, or services will prevent injury, theft or vandalism. Any companies or individuals walking or driving in the community on behalf of Owner may not carry weapons and have no greater authority under the law to restrain or arrest criminals or to prevent crime than the ordinary citizen. Neither Declarant nor the Association promises, warrants, or guaranties that any such systems, devices, or services do in fact discourage or prevent breaches of security, intrusions, thefts, or incidents of violent crime. Declarant and

on promises, warrants, or guaranties that any such systems, devices, or services do in fact discourage or prevent breaches of security, intrusions, thefts, or incidents of violent crime. Declarant and the Association reserve the right to reduce, modify or eliminate any security system, security devices, or services at any time; and such action shall not be a breach of any obligation or warranty on the part of Declarant or the Association.

If controlled access gates or intrusion alarms are provided. Owners will be furnished written operating instructions; and it is the responsibility of Owners and their tenants to read them and bring any questions to the attention of the Association or its management company. Further, it is the responsibility of Owners and their tenants to promptly notify the Association in writing of any known problem, defect, malfunction or failure of door locks, window latches, lighting, controlled-access gates, intrusion alarms, and other security-related devices in the Common Area. Each Owner and tenant must report to the Association any crime that he or she is aware of and that occurs in the Owner's Unit or in Common Areas near the Owner's Unit. If an Owner's Unit is equipped with an intrusion alarm, the Owner is responsible for all fines and other charges resulting from or attributable to the alarm, including false-alarm charges even if caused by the Owner's tenant, invitees, or contractors. The Association has the right to enter a Unit for purposes of cutting off a security system in which the intrusion alarm is disturbing other Owners or their tenants.

-Protecting Owners, their tenants, and invitees from crime is the sole responsibility of the respective

ff a security system in which the intrusion alarm is disturbing other Owners or their tenants.

-Protecting Owners, their tenants, and invitees from crime is the sole responsibility of the respective Owners and law enforcement agencies. Owners, tenants, and other occupants should promptly report to the Association or the Association's management company in writing any Common Area locks, latches, lighting, overgrown shrubbery, fences, gates, intrusion alarm, and other security-related devices that they believe are in need of repair or improvement.

Declarant and the Association expressly disclaim any duties of security.

ARTICLE V. Maintenance Assessments.

Thot 5.1 Assessments for Common Expenses.

Periodic Billing. All Owners shall be obligated to pay the estimated Common Assessments imposed by the Association to meet the Common Expenses. The obligation to pay Assessments hereunder is part of the purchase price of each Unit when sold to an Owner. An express lien on each Unit is hereby granted and conveyed by Declarant to the Association to secure the payment thereof in each such instance, each such lien to be superior and paramount to any homestead or other exemption provided by law. Common Assessments for the estimated Common Expenses shall be due monthly in advance on or before the first day of each calendar month or at such other time as may be established by the Board. By resolution of the Board, the frequency of collection of Common Assessments may be altered to another frequency. If an Owner fails to pay the Common Assessment applicable to its Condominium Unit by the 15th day after such assessment is due, the Board shall have the right to impose and assess a late charge in such amount (not to exceed any applicable usury limit) as may be established by the Board 15 1

th day after such assessment is due, the Board shall have the right to impose and assess a late charge in such amount (not to exceed any applicable usury limit) as may be established by the Board 15 1 D221244005 Page 20 of 67 from time to time. Assessments for the respective Units shall commence on the date each Unit is sold by Declarant.

(b) Reserve Fund. On the date that a Unit is initially purchased from Declarant, the first Owner of such Unit shall make a contribution to the reserve fund of the Association and shall pay Common Assessments equal to 3 months' regular assessments. See also Section 7.5.

5.2 Purpose of Assessments. The Common Assessments levied by the Association shall be used exclusively for the purposes of promoting the health, safety, and welfare, of the Owners of the Units, and in particular for the improvement, maintenance, operation, administration and preservation of the Project.

5.3 Determination of Assessments. The Assessments to be paid by all of the Owners, including Declarant, shall be determined by the Board of Directors based upon the cash requirements necessary to provide for the payment of all Common Expenses. Examples of expenses that will be taken into account in making this determination include, among other items, taxes, governmental assessments, landscaping and grounds care, common area lighting, repairs and renovation, garbage collections wages, water charges, legal and accounting fees, insurance, management costs and fees, expenses and liabilities incurred by the Association or managing agent under or by reason of this Declaration, expenses incurred in the operation and maintenance of facilities, payment of any deficit remaining from a previous period and

the Association or managing agent under or by reason of this Declaration, expenses incurred in the operation and maintenance of facilities, payment of any deficit remaining from a previous period and the creation of reserve funds. Owners having exclusive use of Limited Common Elements shall not be subject to any special charges or assessments for the repair or maintenance thereof subject to the provisions of Section 5.1. The omission or failure of the Board to fix the assessment for any period shall not be deemed a waiver, modification, or release of the Owners from the obligation to pay Common Assessments.

5.4 Utilities. Each Owner shall pay for its own utilities which are separately metered and billed to each Unit Owner by the respective utility companies. Utility expenses which are not separately metered and/or billed shall be part of the Common Expenses and each Unit Owner shall pay its share thereof as set forth on Exhibit C as "Utility Share".

5.5 Owner Obligations for Assessments and Mid-Year Alterations of Assessments.

(a) Allocated Interest All Owners shall be obligated to pay the Common Assessments imposed with respect to its Unit by the Association to meet the Common Expenses. The Common Assessments shall be imposed based upon each Owner's proportionate or percentage interest in and to the Common Elements as reflected in Exhibit C.

(b) Updating. the Board determines at any time during the calendar year that an increase or decrease in the amount of the Common Assessment is required to adequately perform the duties and responsibilities of the Association and pay all expenses thereof, then the Board may revise the amount of the Common Assessment for the remainder of such year. The new Common Assessment shall

ties and responsibilities of the Association and pay all expenses thereof, then the Board may revise the amount of the Common Assessment for the remainder of such year. The new Common Assessment shall remain in effect until it new amount is established either under this Section 5.6 or under Section 5.7.

5.6 Special Assessments for Improvements. In addition to the regular Common Assessments authorized by this Declaration, the Board of Directors may levy in any calendar year a special Common Assessment or Assessments for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction or unexpected major repair or replacement of a capital improvement constituting or to constitute part of the Common Elements ("Special Assessment"). Such Special Assessment may be for the necessary fixtures and personal property related thereto, or for the purchase of any movable or personal property for the common use of all the Owners, or for such other purpose or purposes as the Declarant or the Board of Directors may consider appropriate and for the common benefit of all of the Owners.

16 D221244005 Page 21 of 67 Such Special Assessment shall be imposed upon the Owners in proportion to the respective ownership interests in the Common Elements as set out in Exhibit C.

5.7 Commencement of Assessments. Common Assessments shall be due on the first day of each calendar month. The Board shall fix the amount of the Common Assessments applicable to the units at least 30 days prior to January 1st of each year. The Board may change the Assessments to quarterly rather than monthly.

5.8 No Exemption. No Owner may exempt himself from liability for its contribution towards the Common Expenses by waiver of the use or enjoyment of any of the General or Limited Common

er than monthly.

5.8 No Exemption. No Owner may exempt himself from liability for its contribution towards the Common Expenses by waiver of the use or enjoyment of any of the General or Limited Common Elements or by abandonment of its Unit.

Lien for Assessments.

5.9 (a) Priority. All sums due and unpaid by a Unit Owner shall be secured by an express contractual lien (which is hereby created, granted and reserved) on such Unit and any insurance proceeds and rents relating to such Unit, which lien shall be superior and prior to all other liens and encumbrances, except only for: (1) Taxes. Assessments, liens and charge in favor of the State of Texas or a political subdivision thereof for taxes on the Unit; and (2) First Lien Mortgage. All liens securing sums due or to become due under any duly recorded and valid First Lien Mortgage. Sale or transfer of any Unit pursuant to a foreclosure or a deed in lieu of foreclosure of a First Lien Mortgage shall not extinguish the Association's contractual lien on amounts becoming due and after such foreclosure. No such foreclosure shall relieve such Unit, or the Owners thereof, from liability for monies owed by the Owner to the Association.

official Copy (b) Foreclosure. To evidence the amounts from time to time secured by such contractual lien the Board of Directors may, but shall not be required to, prepare written notice setting forth the amount of such unpaid indebtedness, the name of the Owner of the Unit and a description of the Unit.

Such notice shall be signed by one of the members of the Board of Directors or the Association's attorney and may be recorded in the Office of the County Clerk of Tarrant County, Texas. Such contractual liens

ice shall be signed by one of the members of the Board of Directors or the Association's attorney and may be recorded in the Office of the County Clerk of Tarrant County, Texas. Such contractual liens may be enforced by the Association through judicial foreclosure or nonjudicial foreclosure on the defaulting Owner's Unit. Any such foreclosure sale is to be conducted in accordance with the provisions applicable to the exercise of powers of sale in mortgages and deeds of trust, as set forth in the Texas Property Code, or in any other manner permitted by law Each Owner, by accepting a deed to its Unit, shall be deemed to have expressly granted to the Association a power of sale upon its Unit to secure payment or the Common Assessments thereafter imposed upon the Owner. In any such foreclosure, the Owner shall be required to pay the costs and expenses of such proceedings, the costs and expenses for filing the notice or claim of lien and all reasonable attorney's fees. The Association shall have the right to bid on the Unit at foreclosure sale and to acquire and hold, lease, mortgage and convey same, if it is the highest bidder at such foreclosure sale. Without other formality than executing an instrument in writing, the Association shall have the right to appoint a successor or substitute trustee to exercise the power of sale.

(c) Suit. Suit, to recover a money judgment against the Owner for unpaid sums shall be maintainable without foreclosing or waiving said lien securing same.

(d) Subrogation. Any lienholder on a Unit may pay any unpaid sums due with respect to such Unit, and upon such payment, the lienholder shall have a lien on such Unit for the amount paid of the same rank as the lien of his encumbrance.

(e)

nit may pay any unpaid sums due with respect to such Unit, and upon such payment, the lienholder shall have a lien on such Unit for the amount paid of the same rank as the lien of his encumbrance.

(e) Continuation of Lien. A lien for any Assessment will not be affected by the sale or transfer of the Unit, unless a foreclosure of a First Lien Mortgage is involved, in which case the 17 D221244005 foreclosure will extinguish the lien for any Assessments that were payable before the foreclosure sale, but will not relieve any subsequent Unit Owner from paying further Assessments.

5.10 Subordination of the Lien to First Lien Mortgages. The contractual lien securing monies owed to the Association shall be subordinate to the lien of any First Lien Mortgage created by the Owner on its Unit to the extent same is recorded with the Clerk of Tarrant County, Texas prior to the due date of the amount(s) owed to the Association. The Association shall have the power to subordinate the aforesaid Assessment lien to any other lien. Such power shall be entirely discretionary with the Board and such subordination must be signed by a duly authorized officer of the Association.

5.11 Statement of Assessments. Upon payment to the Association of a reasonable fee calculated to reimburse the Association for the cost of providing same, and upon the written request of any Owner or any lienholder, or prospective purchaser or lienholder of a Unit, the Association, by its Board of Directors or the Managing Agent, shall issue a written statement (a "Resale Certificate" setting forth the unpaid Common Assessments and other sums due, if any, with respect to the subject Unit, the amount of the current Common Assessments, and other sums due, the date the next of such Common Assessments,

unpaid Common Assessments and other sums due, if any, with respect to the subject Unit, the amount of the current Common Assessments, and other sums due, the date the next of such Common Assessments, and other sums become due and payable, which shall be conclusive upon the Association in favor of the addressee of such statement.

5.12 Payment of Assessments by Declarant. As provided in Section 82.112 of TUCA, from the date of the conveyance of the first Unit by Declarant until the end of three years or the end of the Declarant Control Period, whichever is sooner, the Declarant shall periodically pay to the Association an amount equal to all operation expenses of the Association, less the operational expense portion of the Assessments paid by Unit Owners other than Declarant. In other words, the Declarant shall pay for any operations expense shortfall during the Declarant Control Period, and monthly Assessments for unsold Units owned by the Declarant shall be zero dollars during that time period. Notwithstanding the foregoing, Declarant shall always contribute, on a monthly basis for each of Declarant's unsold Units, an amount attributable to that Unit's pro rata share of replacement reserves as set forth in the annual operating Budget.

Notwithstanding anything herein to the contracy, a Unit Owner shall not be obligated to pay more than its attributable share of operation expenses as a result of Declarant remaining an owner of a Unit or Units.

5.13 Liability for Assessments. Assessments and other sums due shall be the obligation of the Owner of the Unit at the time the sum accrued. Subsequent Owners shall not be liable but their Units shall nonetheless be subject to a rep for payment of same as set forth in Section 5.9. Successor Unit

ner of the Unit at the time the sum accrued. Subsequent Owners shall not be liable but their Units shall nonetheless be subject to a rep for payment of same as set forth in Section 5.9. Successor Unit Owners may agree to assume such liability, however.

6.1 ARTICLE VI. Destruction or Obsolescence of Improvements.

Destruction or Obsolescence. The Association shall be and each Unit Owner hereby irrevocably appoints the Association as attorney-in-fact to represent the Unit Owner in (1) negotiations, settlement, and litigation involving any insurance claims under any insurance policies purchased by the Association, (2) condemnation proceedings for Common Elements, and (3) litigation involving Common Elements. If the Regime is damaged by fire or any other disaster, the insurance proceeds shall be held and disbursed pursuant to §82.111 of TUCA.

6.2 Judicial Partition. There shall be no judicial partition of the Common Elements, nor shall Declarant 'any person acquiring any interest in the Project or any part thereof seek any such judicial partition, until the happening of the conditions set forth in Section 6.1 in the case of damage or destruction or unless the Condominium Regime has been terminated.

6.3 Condemnation. If all or part of the Project is taken or threatened to be taken by eminent domain or by power in the nature of eminent domain (whether permanent or temporary), the Association and each Owner shall be entitled to participate in proceedings incident thereto. The Association shall give timely written notice of the existence of such proceedings to all Owners and to all First Lien Mortgagees 18 Page 22 of 67 D221244005 known to the Association to have an interest in any Unit. The expense of participation in such proceedings

f such proceedings to all Owners and to all First Lien Mortgagees 18 Page 22 of 67 D221244005 known to the Association to have an interest in any Unit. The expense of participation in such proceedings by the Association shall be a Common Expense.

The Association is specifically authorized to obtain and pay for such assistance from attorneys, appraisers, architects, engineers, expert witnesses and other persons as the Association in its discretion deems necessary or advisable to aid or advise it in matters relating to such proceedings. All damages or awards for such taking shall be deposited with the Association and such damages or awards shall be applied as provided below. If an action in eminent domain is brought to condemn a portion of the Common Elements, the Association in addition to the general powers set out in this Declaration, shall have the sole authority to determine whether to defend or resist any such proceeding, to make any settlement with respect thereto; or to convey the Property to be condemned to the condemning authority in lied of such condemnation proceedings. With respect to any such taking of the Common Elements, all damages and awards shall be paid to the account of each Owner proportionately in accordance with such Owner's interest in the Common Elements.

The Association, if it deems advisable, may call a meeting of the Owners, at which meeting the Owners, by a majority vote, shall decide whether to replace or restore as far as possible, the Common Elements so taken or damaged. If it is determined that such Common Elements should be replaced or restored by obtaining other land or building additional structures, this Declaration and the Map shall be duly amended by instrument executed by the Association on behalf of the Owners.

7.1

eplaced or restored by obtaining other land or building additional structures, this Declaration and the Map shall be duly amended by instrument executed by the Association on behalf of the Owners.

7.1 ARTICLE VII. Protection of Mortgagees Mortgage Priorities. Any Owner shall have the right from time to time to mortgage or encumber its Unit by deed of trust, mortgage or other security instrument.

7.2 Notice to Association. Upon request by the Association, an Owner who mortgages its Unit shall notify the Association, giving the name and address of its mortgagee. Each mortgagee may notify the Association of the fact that such mortgagee holds a deed of trust or mortgage on a Unit. The Board shall maintain such information in its records 7.3 Notice of Default: Lapse in Insurance. The Association shall notify a mortgagee of a Unit in writing, upon written request of such mortgagee, which also provides the Association with its name and address and the number of the Unit on which it holds its lien, of any default by the Owner of such Unit in performing such Owner's obligations, as set forth in the Declaration, which are not cured within 30 days after written notice to do so has been given. The Association, upon written request, shall notify a First Lien Mortgagee of any lapse, cancellation, material modification of any insurance policy or fidelity bond maintained by the Association.

7.4 Examination of Books. Upon request, the Association shall permit a Unit Owner and its mortgagees to examine current copies of the Declaration, Bylaws, other Rules concerning the Project, and the books and records of the Association during normal business hours.

7.5 Reserve Fund. The Association shall establish adequate reserve funds for replacement

other Rules concerning the Project, and the books and records of the Association during normal business hours.

7.5 Reserve Fund. The Association shall establish adequate reserve funds for replacement Common Elements. The purpose of the fund is to pay for unforeseen expenditures, or to acquire additional equipment for services deemed necessary or desirable by the Board. The initial reserve fund shall be established by collecting at the time of sale of each Unit by Declarant the sum of at least two months' of estimated common charges for such Unit or at the time control of the Property is transferred to the Unit Owners by the Declarant, whichever is earlier. Any amounts paid into this fund are not to be considered as advance payments of regular assessments. The reserve fund shall be held in the name of the Association at all times, in a segregated fund under the control of the Association. The reserve fund may not be used by the Declarant to defray any of Declarant's expenses, acquire Units, reserve contributions, or construction costs or to make up budget deficits while Declarant is in control of the Association. When unsold Units are sold by Declarant, the Declarant shall be reimbursed from the reserve 19 Page 23 of 67 D221244005 funds for any such Unit's reserve fund earlier contributed to the reserve fund by the Declarant upon the Association's receipt of reserve funds pursuant to Section 5.1(b).

7.6 Annual Audits. Upon written request the Association shall furnish each First Lien Mortgagee an annual financial statement of the Association within 120 days following the end of each fiscal year of the Association upon payment of reasonable copy charges.

7.7 Notice of Meetings. The Association shall furnish each First Lien Mortgagee upon written

120 days following the end of each fiscal year of the Association upon payment of reasonable copy charges.

7.7 Notice of Meetings. The Association shall furnish each First Lien Mortgagee upon written request by such First Lien Mortgagee, prior written notice of all meetings of the Association and permit the designation of a representative of such First Lien Mortgagee to attend such meetings, one such request to be deemed to be a request for prior written notice of all subsequent meetings of the Association.

7.8 Notice of Damages, Destruction, or Condemnation. Upon written request by it, the Association shall furnish a First Lien Mortgagee timely written notice of any substantial damage or partial destruction of any Unit on which such First Lien Mortgagee holds the mortgage if such loss exceeds $1,000 and of any part of the Common Elements if such loss exceeds $10,000.00. The same notice shall be timely given if condemnation proceedings are instituted on a mortgagee's Unit or if specific notice to a lienholder is required under this Declaration.

7.9 Management Certificate. A management certificate, in compliance with the requirements of TUCA, shall be timely filed with the County Clerk of Tarrant County, Texas. A copy of a sample management certificate to be used is contained in Exhibit D and may be modified as needed or required by law, without need to amend.

8.1 ARTICLE VIII. Miscellaneous Provisions.

Amendments to Declaration. Declarant may amend this Declaration at any time prior to the sale of a Unit to an Owner other than Declarant. Declarant may also amend this Declaration for the purpose of exercising a Special Declarant Right reserved by Declarant. Pursuant to §82.067 (a)(3) of

sale of a Unit to an Owner other than Declarant. Declarant may also amend this Declaration for the purpose of exercising a Special Declarant Right reserved by Declarant. Pursuant to §82.067 (a)(3) of TUCA, any such amendment will be effective upon. (1) execution by Declarant and (2) compliance with §82.067(g) of TUCA. Declarant may also amend the Declaration as provided by §82.051(c), §82.059(f), §82.060 and $82.067 (a) and (f) of UCA. During the Declarant Control Period, Declarant may not amend this Declaration without the consent of the other Owner(s) of Units to the extent that such amendment negatively impacts the Owner(s) in a material manner.

The Association may amend this Declaration in accordance with §82.007, §82.056(d), §82.058(c), or §82.062 of TUCA. Certain Owners may amend this Declaration in accordance with §82.058(b), §82.062, and §82.068(b) of TUCA. No amendment will be effective until an original thereof is duly recorded in the Official Public Records.

This Declaration may be terminated in accordance with §82.068 of TUCA.

8.2 Dimensions. The square footage, size, and dimensions of each Unit as set out and shown in this Declaration or on the Map are approximate and are shown for descriptive purposes only, and the Declarant does not warrant, represent, or guarantee that any Unit actually contains the area, square footage, or dimensions shown by the plan thereof. A purchaser of a Unit shall have no claim or demand against the Declarant or any other person because of any difference, shortage, or discrepancy between the Unit as actually and physically existing and us as is shown on the Map. The existing physical boundaries of a Unit or of any Unit reconstructed in substantial accordance with the original plans thereof shall be

tually and physically existing and us as is shown on the Map. The existing physical boundaries of a Unit or of any Unit reconstructed in substantial accordance with the original plans thereof shall be conclusively presumed to be in the boundaries, regardless of settling, arising, or lateral movement of the building and regardless of variance between the boundaries shown on the Map and those of the Buildings.

8.3 Change in Documents. Upon written request, the holder of any mortgage covering any of the Units shall be entitled to written notification from the Association 30 days prior to the effective date of any change in this Declaration.

20 Page 24 of 67 D221244005 8.4 Notices. All notices, demands or other notices intended to be served upon an Owner may be sent by ordinary or certified mail, postage prepaid, or by personal delivery, in any event addressed in the name of such Owner in care of the Unit number and Building address of such Owner, All notices, demands or other notices intended to be served upon the Board of Directors of the Association or the Association, may be sent by ordinary or certified mail, postage prepaid, or by personal delivery, in any event to the management company for the Association, until such address is changed by a notice of address change duly recorded in the Official Public Records of Tarrant County Texas.

8.5 Conflict between Declaration and Bylaw. Whenever the application of a provision of this Declaration conflicts with the application of any provision of the Bylaws adopted by the Association, the provisions or application of this Declaration shall prevail.

8.6 Invalidation of Parts. If any of the provisions of this Declaration or any section, sentence,

he Bylaws adopted by the Association, the provisions or application of this Declaration shall prevail.

8.6 Invalidation of Parts. If any of the provisions of this Declaration or any section, sentence, clause, phrase or word or the application thereof in any circumstances is invalidated or declared unenforceable, such invalidity shall not affect the validity of enforceability of the remainder of this Declaration and the application of any provisions, section, sentence, clause, phrase, or word in any other circumstance shall not be affected thereby.

8.7 Omissions. In the event of the omission from this Declaration of any word, sentence, clause, provision, or stipulation which shall be necessary for the accomplishment of the intent and purposes of this Declaration, then such omitted matter shall be supplied by inference and for by reference to the Texas Uniform Condominium Act.

8.8 Consent of Mortgagee. The financial institution holding a first lien on the Property at the time of recordation of this Declaration consents to the creation of the Declaration, as set forth in Exhibit E.

9.1 ARTICLE IX. Sale, Leasing (Other Alienation.

Sale of Unit. If the Owner of any Unit or any interest therein, other than Declarant, shall desire at any time to sell its Unit or any interest therein to any person other than Declarant, and receives an offer for the purchase thereof, which he would be willing to accept, such Owner shall not sell its Unit or interest therein without first giving the Board at least 30 days prior written notice of the proposed sale, which notice shall be sent by United States certified or registered mail, with return receipt requested, and shall state the name and address of the proposed purchaser, and the price, terms and conditions of the proposed

e sent by United States certified or registered mail, with return receipt requested, and shall state the name and address of the proposed purchaser, and the price, terms and conditions of the proposed sale. Such notice shall be deemed to authorize the Board to make credit inquiries regarding the proposed purchaser.

During the period of 30 days following the receipt of such notice by the Board, the Association shall have the right of first refusal and an irrevocable option to purchase the Unit or any interest therein for the same price and upon the same terms and conditions as the proposed sale described in such notice.

If the Board shall fail to give written notice to such Owner within said 30 day period that the Association has elected to purchase such Unit or any interest therein upon the terms herein provided, or if the Board notifies such Owner in writing within said 30 day period that it has elected not to purchase such Unit or any interest therein, then and in either event such Owner may proceed to close said proposed sale transaction If however, the Board gives written notice to such Owner within said 30 day period of the election by the Association to purchase said Unit or any interest therein upon the same terms as the proposed sale described in said notice, then such purchase shall be closed upon the same terms as such proposed sale.

9.2 Consent. The Board shall not exercise any option and right of first refusal herein above set forth to purchase any Unit or interest therein without the prior written consent of the voting members holding at least 66.667% of the voting rights in the Association, excluding the members whose Unit or Units are the subject matter of such option for purposes of determining said percentages (except for Declarant 21 Page 25 of 67

he voting rights in the Association, excluding the members whose Unit or Units are the subject matter of such option for purposes of determining said percentages (except for Declarant 21 Page 25 of 67 D221244005 who shall always be entitled to vote its full number of votes at any time). If the Board shall adopt a resolution recommending that the Association should purchase said Unit upon the terms described in said notice, then the Board shall promptly call a special meeting of the Association for the purpose of voting upon its right and option of first refusal, which meeting shall be held within 30 days from date of receipt of said notice, and if the Owners owning not less than 66.667% of the voting rights in the Association, excluding the members whose Unit or Units are the subject matter of such option for purposes of determining said percentages (except for Declarant who shall always be entitled to vote its full number of votes at any time), by affirmative vote at such meeting, elect to exercise such right and option of first refusal to purchase such Unit on the terms proposed, then the Board shall promptly give written notice of such election to the Owner desiring to sell in accordance with the provisions hereof.

9.3 Financing of Purchase Under Option. Acquisition of the fee title or any interest in the Units by the Association may be made from the assets, if any, or on the credit of the Association, as such, or from the Association's funds or if such funds are insufficient, the Board may levy as Assessment against each Owner in proportion to its ownership in the Common Elements, as a Common Expense, which Assessment shall be enforceable in the same manner as provided herein; or the Board, in its discretion,

nst each Owner in proportion to its ownership in the Common Elements, as a Common Expense, which Assessment shall be enforceable in the same manner as provided herein; or the Board, in its discretion, may cause the Association to borrow money to finance the acquisition of such interest The Association shall not levy any Assessment for funds to be used to acquire or to amortize indebtedness on any such acquired Unit without the prior approval of the Owners of Units owning at least 66.667% of the Common Elements, and the approval of the lienholders holding mortgages or liens upon the Units which have 66.667% of the Common Elements appurtenant to such Units.

9.4 Resale by Association. If the Association shall purchase any Unit as herein provided, the Board shall have the authority at any time thereafter to sell, subrent or sublease the same on behalf of the Association, upon such terms and for such price as the Board may deem proper, and all net proceeds or deficit therefrom shall be divided among all the Owners in proportion to their respective ownership interests in the Common Elements, in such manner as the Board may determine.

9.5 Waiver of Option. The Board shall have the authority on behalf of and in the name of the Association to elect by majority vote of the members of the Board not to exercise such right and option of first refusal, and to give written notice of such election. The Board shall also have the authority and right, on behalf of and in the name of the Association to waive the provisions of this Article in respect to any Unit or Units, provided that such waiver shall be in writing, and duly executed and acknowledged in recordable form. Whenever any such waiver may be given by the Board in respect to any Unit or Units, the Owner or

, provided that such waiver shall be in writing, and duly executed and acknowledged in recordable form. Whenever any such waiver may be given by the Board in respect to any Unit or Units, the Owner or Owners thereof may sell, rent or lease the same without regard to the provisions of this Article and without giving the notice required herein of its proposed sale, rental or lease and without giving the Association the right and option of first refusal provided for herein.

9.6 Proof of Termination of Option. A certificate executed and acknowledged by the acting Secretary of the Board stating that the provisions of this Article as herein above set forth have been met by an Owner, or duly waived by the Board, and that the rights of the Board hereunder have terminated, shall be conclusive upon the Board and the Owners in favor of all persons who rely thereon in good faith, and such certificate shall be furnished to any Owner who has in fact, complied with the provisions of this Article or in respect to whom the provisions of this Article have been waived, upon request at a fee set by the Board.

Exceptions to Options. The provisions of this Article shall not apply to any sales made by or to Declarant. Any Owner may sell its Unit to the Declarant without complying with the provisions of this Article. Also, the Declarant shall have the absolute and unconditional right to sell, rent or lease any Unit which it may now own, or which it may acquire by repurchase or lease from any Owner, to any person whomsoever, without complying with any of the provisions of this Article.

22 Page 26 of 67 D221244005 ARTICLE X. Declarant's Right to Cure; Arbitration 10.1 Owner Claims for Alleged Defects, Personal Injury, Survival, Wrongful Death or

any of the provisions of this Article.

22 Page 26 of 67 D221244005 ARTICLE X. Declarant's Right to Cure; Arbitration 10.1 Owner Claims for Alleged Defects, Personal Injury, Survival, Wrongful Death or Damage to Goods-Binding Arbitration. It is Declarant's intent that all Units will be constructed in compliance with all applicable building codes and ordinances and that such improvements be of a quality that is consistent with good construction and development practices for similar projects. Nevertheless, disputes may arise concerning the existence of defects in a Unit or the Building and the Declarant's responsibility for correcting such defects. It is Declarant's intent to resolve all disputes and claims pertaining to construction defects amicably, and without the necessity of time-consuming and costly litigation.

Declarant hereby reserves the right and easement for itself and any successor or assign to inspect, repair and/or replace defects in any General Common Elements, Limited Common Elements, Unit, Building or any improvement.

(a) Binding Arbitration. In the event an Owner asserts or alleges a claim for damages for any alleged defect in the construction or design of the General Common Elements, Limited Common Elements, Unit, the Building or any improvement, or any personal injury, survival, wrongful death or damage to goods which was caused by any defect associated with construction of design of the General Common Elements, Limited Common Elements, Unit, Building or any improvement (collectively, an "Owner Dispute"), then the Owner will be obligated to arbitrate the Owner Dispute unless Declarant specifically waives arbitration in writing (in the event of a waiver by the Declarant, there shall be no obligation to arbitrate

Owner will be obligated to arbitrate the Owner Dispute unless Declarant specifically waives arbitration in writing (in the event of a waiver by the Declarant, there shall be no obligation to arbitrate the Group Dispute). Declarant may, by summary proceedings (e.g., a plea in abatement or motion to stay further proceedings), bring an action in court to compel arbitration of any Owner Dispute not referred to arbitration as required by this Section 10.1.

(b) Governing Rules. Each Owner Dispute shall be resolved by binding arbitration in accordance with the terms of this Section 10.1, the Commercial Arbitration Rules of the American Arbitration Association, and, to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). In the event of any inconsistency between this Section 10.1 and such statute and rules, this Section 10.1 shall control. Judgment upon the award rendered by the arbitrators will be binding and not subject to appeal, but may be reduced to judgment in any court having jurisdiction.

(c) Exceptions to Arbitration; Preservation of Remedies. No provision of, nor the exercise of any rights under, this Section 10.1 will limit the right of Declarant or any Owner, and Declarant and such Owner shall have the right during any Owner Dispute, to seek, use, and employ ancillary or preliminary remedies, judicial or otherwise, for the purposes of realizing upon, preserving, or protecting upon any property, real or personal, which is involved in an Owner Dispute, including, without limitation, rights and remedies relating to (1) exercising self-help remedies (including set-off rights) or (2) obtaining provisions or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment, or the

ies relating to (1) exercising self-help remedies (including set-off rights) or (2) obtaining provisions or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a court having jurisdiction before, during, or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self-help remedies will not constitute a waiver of the right of any party, including the plaintiff, to submit the Owner Dispute to arbitration nor render inapplicable the compulsory arbitration provisions hereof Statute of Limitations. Any statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding under this Section 10.1.

(e) Arbitrators. Unless the parties to the arbitration agree in writing to the contrary, all arbitration proceedings shall be arbitrated by a panel of three arbitrators, which shall be appointed by the American Arbitration Association in accordance with its procedures.

(f) Scope of Award; Modification or Vacation of Award. The arbitrators shall resolve an Owner Dispute in accordance with the applicable substantive law. The arbitrators may grant any remedy or relief that the arbitrators deem just and equitable and within the scope of this Section 10.1.

The arbitrators may also grant such ancillary relief as is necessary to make effective the award. In all 23 Page 27 of 67 7 D221244005 Page 28 of 67 arbitration proceedings in which the amount in controversy exceeds $50,000.00, in the aggregate, the arbitrators shall make specific, written findings of fact and conclusions of law. In all arbitration proceedings

roceedings in which the amount in controversy exceeds $50,000.00, in the aggregate, the arbitrators shall make specific, written findings of fact and conclusions of law. In all arbitration proceedings in which the amount in controversy exceeds $50,000.00, in the aggregate, the parties shall have in addition to the limited statutory right to seek vacation or modification of any award that is based in whole, or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate court having jurisdiction; provided, however, that any such application for vacation or modification of an award based on an incorrect ruling of law must be filed in a court having jurisdiction over the Owner Dispute within 30 days from the date the award is rendered. The arbitrators' findings of fact shall be binding on all parties and shall not be subject to further review except as otherwise allowed by applicable law.

(g) Other Matters. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Owner Dispute for arbitration by notice from either party to the other. Arbitration proceedings hereunder shall be conducted in the county of the Regime's location. Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. The arbitrators shall have the power to award recovery of all costs and fees (including attorney's fees, administrative fees, and arbitrators' fees) to the prevailing party. Each party agrees to keep all Owner Disputes and arbitration proceedings strictly

of all costs and fees (including attorney's fees, administrative fees, and arbitrators' fees) to the prevailing party. Each party agrees to keep all Owner Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by applicable law or regulation. In no event shall any party discuss with the news media or grant any interviews with the news media regarding an Owner Dispute or issue any press release regarding any Owner Dispute without the written consent of the other parties to the Owner Dispute.

10.2 Declarant's Right to Cure Alleged Defects-Claims by the Association.

(a) Easement. In the event that the Association claims, contends or alleges that any portion of the General Common Elements, Limited Common Elements, Unit, Building or any other improvement is defective, or claims, contends ok alleges that Declarant, its agents, consultants, contractors or subcontractors (collectively, "Agents") were negligent or are otherwise liable for defects in the planning, design, engineering, grading, construction or other development of all or any portion of the General Common Elements, Limited Common Elements, Unit, Building or any other improvement (collectively, an "Alleged Defect"), Declarant hereby reserves the right and easement for itself and any successor or assign to inspect, repair and/or replace the Alleged Defect as provided in this Section 10.2.

(b) Notice and Information. The Association shall, within 15 days of after discovery of any Alleged Defect, deliver a written notice (the "Notice of Alleged Defect") to Declarant which shall include all of the following: Defects"); A preliminary list of Alleged Defects (the "Preliminary List of Alleged Unork

eliver a written notice (the "Notice of Alleged Defect") to Declarant which shall include all of the following: Defects"); A preliminary list of Alleged Defects (the "Preliminary List of Alleged Unork A summary of the results of a surveyor questionnaire distributed to the Members of the Association to determine the nature and extent of the Alleged Defects, if such a survey has been conducted or questionnaire has been distributed; and (3) Either a summary of the results of testing conducted to determine the nature and extent of the Alleged Defects or the actual test results, if such testing has been conducted.

(c) Settlement Period. The Notice of Alleged Defect shall, upon delivery to Declarant, commence a period of time not to exceed 60 days, unless the Association and Declarant agree to a longer period, during which the Association and Declarant shall attempt to settle the dispute in accordance with the provisions of this Section 10.2.

(d) Tolling. Except as provided in this Section 10.2, the Notice of Alleged Defect shall, upon mailing, toll all statutory and contractual limitations on actions against all parties who may be 24 D221244005 Page 29 of 67 responsible for the defects claimed, whether named in the notice or not, including claims for indemnity applicable to the claim, for a period of 150 days or a longer period agreed to in writing by the Association and Declarant; provided, however, at any time, Declarant may give written notice (the "Cancellation Notice") to cancel the tolling of the statute of limitations provided in this subsection. Upon delivery of a Cancellation Notice, the Association and Declarant shall be relieved of any further obligation to satisfy the

the tolling of the statute of limitations provided in this subsection. Upon delivery of a Cancellation Notice, the Association and Declarant shall be relieved of any further obligation to satisfy the requirements of this Section 10.2 except that the Association shall not be relieved of the obligations under subsections (i)(2) and (j) below. The tolling of all applicable statutes of limitations shall cease 60 days after a Cancellation Notice is delivered to the Association.

(e) Initial Meeting. Within 25 days of the date the Association delivers the Notice of Alleged Defect to Declarant, Declarant may request in writing to meet and confer with the Board (the "Request to Meet and Confer"), and to inspect the alleged defect and conduct testing, including testing which may cause physical damage to the portion of the General Common Elements, Limited Common Elements, Unit, Building or any other improvement on which the defect exists, in order to evaluate the claim.

To the extent such testing causes physical damage, the Declarant must repair such damage at its sole expense. If Declarant does not make a timely Request to Meet and Confer, the Association and Declarant shall be relieved of any further obligation to satisfy the requirements of this Section; provided, howeyer, that the Association shall not be relieved of the obligations of subsections (i) (2) and (i) below. Unless Declarant and the Association otherwise agree, the meeting (the "Initial Meeting") shall take place no later than 10 days from the date of the Request to Meet and Confer at a mutually agreeable time and place. The Association shall provide to each Member a notice of the time and place of the Initial Meeting pursuant to

s from the date of the Request to Meet and Confer at a mutually agreeable time and place. The Association shall provide to each Member a notice of the time and place of the Initial Meeting pursuant to the provisions of the Bylaws. The discussions at the Initial Meeting shall be privileged communications and shall not admissible in evidence in any civil action or arbitration, unless Declarant and the Board consent to such admission. The Initial Meeting shall be for the purpose of discussing all of the following: (1) information; (2) (3) cia the nature and extent of the Alleged Defects; proposed methods of correction, to the extent there is sufficient proposals for submitting the dispute to arbitration; and (4) requests from Declarant to inspect the portion of the General Common Elements, Limited Common Elements, Unit, Building or any other improvement on which the defect exists.

(f) Delivery of Reports. If the Association has conducted any inspection or testing of the alleged defect prior to the date the Association sent the Notice of Alleged Defect to Declarant, the Association shall, at the earliest practicable date after the Initial Meeting and no later than 5 days after the Initial Meeting, make available to Declarant for inspection and testing at least those areas inspected or tested by the Association Declarant shall further have the right to enter onto or into, as applicable, any General Common Elements, Limited Common Elements, Unit, Building or any other improvement for the purpose of conducting Inspections and tests necessary or required by Declarant, and at Declarant's sole cost and expense, to evaluate the Alleged Defect, and each Owner and the Association shall cooperate

ose of conducting Inspections and tests necessary or required by Declarant, and at Declarant's sole cost and expense, to evaluate the Alleged Defect, and each Owner and the Association shall cooperate with such efforts. The results of any inspection or testing conducted by Declarant shall not be inadmissible in evidence in any action for arbitration solely because the inspection and testing was conducted pursuant to this Section 10.2.

(g) Board Meeting. Within 30 days of the completion of inspection and testing or within 30 days of the Initial Meeting, if no inspection and testing is conducted pursuant to this Section, Declarant shall submit to the Association the following: (1) a request to meet with the Board to discuss a written settlement offer; and (2) a written settlement offer and a concise explanation of the specific reasons for the terms of the offer.

25 25 D221244005 Page 30 of 67 If Declarant does not timely submit the items required by this subsection (g), the Board shall be relieved of any obligations to meet and confer with Declarant about the Settlement Offer; otherwise, the Board shall meet and confer with Declarant about the Settlement Offer no less than 10 days after Declarant submits the items described in this subsection (g).

(h) Notices. At any time after the Notice of Alleged Defect is delivered to Declarant, the Association and Declarant may agree in writing to modify or excuse any of the time periods or other obligations imposed by this Section 10.2. Except for the notice required pursuant to subsection (i) below, all notices, requests, statements, or other communications required pursuant to this section shall be delivered by first-class registered or certified mail, return receipt requested.

(i) subsection (2), below.

es, requests, statements, or other communications required pursuant to this section shall be delivered by first-class registered or certified mail, return receipt requested.

(i) subsection (2), below.

Process Thereafter. The Association shall comply with either subsection (1) Member Meeting. If the Board rejects the Settlement Offer then the Board shall hold a meeting (the "Member Meeting") open to every member of the Association no less than 15 days before the Association submits a claim to arbitration pursuant to Section 10.3 No less than 15 days before the Member Meeting is held, a written notice shall be sent to each Member specifying all of the following: (a) that a meeting will take place to discuss alleged problems that may lead to the submission of a claim to binding arbitration, and the time and place of this meeting; (b) the options that are available to address the alleged defects, including the submission of the claim to binding arbitration and a statement of the various alternatives that are reasonably foreseeable by the Association to pay for those options and whether those payments are expected to be made from the use of the Association's reserve funds or the imposition of Special Assessments; the complete text of any Settlement Offer from Declarant; the preliminary list of defects provided by the Association to the Declarant and a list of any other documents provided by the Association to the Declarant pursuant to this Section, and information about where when Members may inspect those documents; Unofficial description of the attempts of Declarant to correct such Alleged Defect and the opportunities provided to Declarant to correct such Alleged Defect; (g) the estimated cost to repair such Alleged Defect;

escription of the attempts of Declarant to correct such Alleged Defect and the opportunities provided to Declarant to correct such Alleged Defect; (g) the estimated cost to repair such Alleged Defect; the name and professional background of the attorney retained by the Association to submit the claim to binding arbitration and a description of the relationship (if any) between such attorney and any members of the Board; (h) a description of the fee arrangement between such attorney and the estimated attorneys' fees and expert fees and costs necessary (i) to submit and pursue the arbitration and the source of the funds which will be used to pay such fees and expenses; and (i) the estimated time necessary to conclude the arbitration.

26 46 D221244005 Page 31 of 67 The discussions at the Member Meeting and the contents of the notice of Member Meeting and the items required to be specified in such notice are privileged communications and are not admissible in evidence in any civil action or arbitration, unless the Association consents to their admission.

(2) Proceed to Arbitration. If the Association is relieved of its obligation to satisfy the requirements of this Section 10.2 other than this subsection (i)(2) and subsection (j) below, then the Association may submit the claim to binding arbitration only if Association sends a written notice to each Member at least 30 days prior to commencing such action, which notice shall include all of the following: the preliminary list of defects provided by the Association to Declarant and a list of any other documents provided by the Association to Declarant pursuant to this Section 10.2, and information about where and when Members may inspect those documents; (a) (b) the options, including the submission of the claim to binding,

Association to Declarant pursuant to this Section 10.2, and information about where and when Members may inspect those documents; (a) (b) the options, including the submission of the claim to binding, arbitration, that are available to address the alleged problems; (၁) sipy a statement informing the Members of the procedures required by the Bylaws of the Association for the Members to call a special meeting of the Members and that if the Members meet such procedures, a special meeting of the Members shall be called; (d) a description of the attempts of Declarant to correct such Alleged Defect and the opportunities provided to Declarant to correct such Alleged Defect (e) (f) the estimated cost to repair such Alleged Defect; the name and professional background of the attorney retained by the Association to submit the claim to binding arbitration and a description of the relationship (if any) between such attorney and any members of the Board: the Association; (g) a description of the fee arrangement between such attorney and fficia the estimated attorneys' fees and expert fees and costs necessary to submit and pursue the arbitration and the source of the funds which will be used to pay such fees and expenses; and (j) the estimated time necessary to conclude the arbitration.

Application of Awards. Any judgment or award in connection with any arbitration alleging damages: (i) for the costs of repairing or the replacement of any Alleged Defect, (ii) for the diminution in value of any real or personal property resulting from such Alleged Defect, or (iii) for any consequential damages resulting from such Alleged Defect shall first be used to correct and or repair such Alleged Defect or to reimburse the Association for any costs actually incurred by the Association in

ential damages resulting from such Alleged Defect shall first be used to correct and or repair such Alleged Defect or to reimburse the Association for any costs actually incurred by the Association in correcting and/or repairing the Alleged Defect. In the event the Association recovers any funds from Declarant (or any other person or entity) to repair an Alleged Defect, any excess funds remaining after repair of such Alleged Defect shall be paid into the Association's reserve fund unless at least 66.667% of the voting power of the Association elects to allocate or distribute the remaining funds otherwise.

(k) Notification to Members of Settlement. As soon as is reasonably practicable after the Association and the Declarant have entered into a settlement agreement or the matter has otherwise been resolved regarding the Alleged Defects, where the defects giving rise to the dispute have not been corrected, the Association shall, in writing, inform only the Members whose names appear on the records of the Association that the matter has been resolved, by settlement agreement or other means, and disclose all of the following: 27 27 D221244005 (1) A general description of the defects that the Association reasonably believes, as of the date of the disclosure, will be corrected or replaced; (2) A good faith estimate, as of the date of the disclosure, of when the Association believes that the defects identified in subsection (k)(1), above, will be corrected or replaced.

The Association may state that the estimate may be modified; (3) The status of the claims for defects that were not identified in subsection (k)(I), above, whether expressed in a Preliminary List of Alleged Defects sent to each Member or otherwise claimed and disclosed to the Members.

aims for defects that were not identified in subsection (k)(I), above, whether expressed in a Preliminary List of Alleged Defects sent to each Member or otherwise claimed and disclosed to the Members.

(I) Protections for Declarant. Nothing set forth in this Section 10.2 shall be construed to impose any obligation on Declarant to inspect, repair or replace any item or Alleged Defect for which Declarant is not otherwise obligated to do under applicable law. The right of Declarant to enter, inspect, repair, and/or replace reserved hereby shall be irrevocable and may not be waived or otherwise terminated except by a writing, in recordable form, executed and recorded by Declarant in the Official Public Records.

10.3 Association Claims — Binding Arbitration.

(a) Binding Arbitration. In the event a claim is asserted by the Association against the Declarant for damages caused by a defect in the design or construction of any General Common Elements, Limited Common Elements, Unit, Building, or any other improvement, or for any personal injury, survival, wrongful death or damage to goods which was caused by such defect (collectively, the "Group Dispute"), then after the Association has complied with the provisions of Section 10.2, or Declarant has provided a Cancellation Notice to the Association in accordance with Section 10.2(d), the Association and the Declarant shall be obligated to arbitrate such Group Dispute unless Declarant specifically waives arbitration in writing (in the event of a waiver by the Declarant there shall be no obligation to arbitrate the Group Dispute). Declarant may, by summary proceedings (eg., a plea in abatement or motion to stay further proceedings), bring an action in court to compel arbitration of any Group Dispute not referred to

up Dispute). Declarant may, by summary proceedings (eg., a plea in abatement or motion to stay further proceedings), bring an action in court to compel arbitration of any Group Dispute not referred to arbitration as required by this Section 10.3/ (b) Governing Rules. Each Group Dispute shall be resolved by binding arbitration in accordance with the terms of this Section 10.3, the Commercial Arbitration Rules of the American Arbitration Association, and to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). In the event of any inconsistency between this Section 10.3 and such statute and rules, this Section 10.3 shall control Judgment upon the award rendered by the arbitrators shall be binding and not subject to appear, but may be reduced to judgment in any court having jurisdiction.

(c) Exceptions to Arbitration; Preservation of Remedies. No provision of, nor the exercise of any rights under, this Section 10.3 shall limit the right of Declarant or the Association, and Declarant and the Association shall have the right during any Group Dispute, to seek, use, and employ ancillary or preliminary remedies, judicial or otherwise, for the purposes of realizing upon, preserving, or protecting upon any property, real or personal, which is involved in a Group Dispute, including, without limitation, rights and remedies relating to (1) exercising self-help remedies (including set-off rights) or (2) obtaining provisions or ancillary remedies such as injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a court having jurisdiction before, during, or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary

eiver from a court having jurisdiction before, during, or after the pendency of any arbitration. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self-help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the Group Dispute to arbitration nor render inapplicable the compulsory arbitration provisions hereof.

(d) Statute of Limitations. All statutes of limitation that would otherwise be applicable shall apply to any arbitration proceeding.

28 Page 32 of 67 D221244005 Page 33 of 67 phouisiana THE STATE OF TEXAS COUNTY OF TARRANT § of Bossiers § This Chad Boyd instrument was acknowledged before me on this Member Unofficial @ of MACH INTEREST, LLC, a Texas limited liability company, on behalf of said limited liability company.

day of August 2021, by By: Name: Title: Chad Bayal Mmba (e) Arbitrators. Unless the parties to the arbitration agree in writing to the contrary, all arbitration proceedings shall be arbitrated by a panel of three arbitrators, which shall be appointed by the American Arbitration Association in accordance with its procedures.

(f) Scope of Award; Modification or Vacation of Award. The arbitrators shall resolve each Group Dispute in accordance with the applicable substantive law. The arbitrators may grant any remedy or relief that the arbitrators deem just and equitable unless otherwise limited by this subsection.

Also, unless otherwise limited by this subsection, the arbitrators may also grant such ancillary relief as is necessary to make effective the award. In all arbitration proceedings in which the amount in controversy exceeds $100,000.00, in the aggregate, the arbitrators shall make specific, written findings of fact and

to make effective the award. In all arbitration proceedings in which the amount in controversy exceeds $100,000.00, in the aggregate, the arbitrators shall make specific, written findings of fact and conclusions of law. In all arbitration proceedings in which the amount in controversy exceeds $100,000.00, in the aggregate, the parties shall have in addition to the limited statutory right to seek vacation or modification of any award that is based in whole, or in part, on an incorrect or erroneous ruling of law by appeal to an appropriate court having jurisdiction; provided, however, that any such application for vacation or modification of an award based on an incorrect ruling of law must be filed in a court having jurisdiction over the Group Dispute within 15 days from the date the award is rendered. The arbitrators findings of fact shall be binding on all parties and shall not be subject to further review except as otherwise allowed by applicable law.

(g) Other Matters. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Group Dispute for arbitration by notice from either party to the other. Arbitration proceedings hereunder shall be conducted in Austin, Texas.

Unless otherwise limited by Section 10.3(f) the arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. The arbitrators shall have the power to award recovery of all costs and fees (including attorney's fees, administrative fees, and arbitrators' fees) to the prevailing party. Each party agrees to keep all Group Disputes and arbitration

er to award recovery of all costs and fees (including attorney's fees, administrative fees, and arbitrators' fees) to the prevailing party. Each party agrees to keep all Group Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by applicable law or regulation. (In no event shall any party discuss with the news media or grant any interviews with the news media regarding a Group Dispute or issue any press release regarding any Group Dispute without the written consent of the other parties to the Group Dispute.

IN WITNESS WHEREOF This Declaration has been executed as of the 16th day of August DECLARANT: MACH INTEREST, LLC, a Texas limited liability company 29 D221244005 Rewar Notary Public - State of Texas of Louisiana REVREDA JAMES, NOTARY PUBLIC CADDO PARISH, LOUISIANA MY COMMISION IS FOR LIFE NOTARY ID 026503 Unofficial Copy 30 Page 34 of 67 D221244005 SCHEDULE 1.0 - DEFINITIONS (See ARTICLE I) 1.1 Agents. "Agents" is defined in Section 10.2(a).

1.2 Alleged Defect. "Alleged Defect" is defined in Section 10.2(a).

1.3 Page 35 of 67 Allocated Interest. "Allocated Interest" means the undivided interest in the Common Elements, the Common Expense liability, and votes in the Association allocated to each Unit. Each unit's Allocated Interest in the Common Elements and Common Expense liability is allocated in Section 3.1 in accordance with Exhibit C. Voting is allocated to Units in Section 4.5.

1.4 Architectural Control Committee. "Architectural Control Committee shall mean the Board or a committee appointed by the Board to review and approve or disapproved of construction, alterations, and modifications to the Buildings, Common Elements as provided in this Declaration.

the Board or a committee appointed by the Board to review and approve or disapproved of construction, alterations, and modifications to the Buildings, Common Elements as provided in this Declaration.

1.5 Assessments. "Assessments" shall mean all Common Assessments, Special Assessments, and any other amounts assessed by the association pursuant to this Declaration 1.5 Association. "Association" shall refer to the "Brewer Industrial Condominium Owners' Association, Inc." References in this Declaration to an act being undertaken by the Association means by act of the Board of Directors of the Association or its officers.

1.6 Board or Board of Directors. "Board" or "Board of Directors" shall refer to the Board of Directors of the Association.

1.7 Boundary Designation. "Boundary Designation" means the notice required to be filed pursuant to this Declaration designating and describing the horizontal and vertical boundaries of the shell of the Building built on each Building Site. Attached hereto as Exhibit H is a form of Boundary Designation.

1.8 Building Envelope. "Building Envelope" means the portion of the Regime, both vertical and horizontal limits as specified in Section 2.3(b) and depicted on Exhibit B, within which the Building enclosing a Unit is to be constructed. Each Building Envelope may be expanded outside of the boundaries so designated in accordance with the provisions of Section 2.3 (b) and Section 3.8 of this Declaration or by Declarant in exercise of the Special Declarant Rights.

1.9 Building Site Building Site" means the portion of the Common Elements that is an easement area for each of the two (2) sites, the horizontal and vertical boundaries of which are designated

Rights.

1.9 Building Site Building Site" means the portion of the Common Elements that is an easement area for each of the two (2) sites, the horizontal and vertical boundaries of which are designated in Exhibit B, upon which the Unit Owner thereof is to construct the Building for the Unit Owner's Unit. Each Building Site may be expanded outside of the boundaries so designated in accordance with the provisions of Section 2.3 (b) and Section 3.8 of this Declaration or by Declarant in exercise of the Special Declarant Rights.

1.10 Building. "Building" shall refer to any one of the buildings identified on the map of the Project attached as Exhibit B.

1.11 1.12 Cancellation Notice. "Cancellation Notice" is defined in Section 10.2(d).

Common Assessment. "Common Assessment" means the charge against each Owner of a Unit and its Unit, for its allocable portion of the Common Expenses.

1.13 Common Elements. "Common Elements" or "Common Area" means and includes all of the land described in Exhibit A, and all of the improvements and appurtenances thereto, except for the Units. Common Elements shall consist of the General Common Elements and the Limited Common Elements.

1 D221244005 Page 36 of 67 1.14 Common Expenses. "Common Expenses" means and includes: (a) all expenses incurred by the Association for promoting the health, safety, welfare and recreation of the Owners of the Condominium Units and in particular for the administration and management, ownership, maintenance, operation, repair, replacement, or improvement of and addition to the Common Elements (including unpaid Special Assessments and amounts assessed to maintain a reserve for replacement fund and to cover costs incurred by the Association to participate in any condemnation suit, as provided in Section 6.3); and (b)

Assessments and amounts assessed to maintain a reserve for replacement fund and to cover costs incurred by the Association to participate in any condemnation suit, as provided in Section 6.3); and (b) expenses declared to be Common Expenses by provisions of this Declaration by the Bylaws of the Association.

ORY 1.15 Completed Unit. "Completed Unit" means a completely finished Unit, including, but not limited to, the installation of all appliances and utilities, rendering it ready for occupancy by an Owner other than the Declarant.

1.16 Condominium Unit. "Condominium Unit" shall mean an individual Unit, as defined in Section 1.43 in this Schedule, together with the undivided interests in the Common Elements (General or Limited or both) appurtenant to such Unit as specified in Exhibit C.

1.17 Declarant Control Period. "Declarant Control Period" means that period during which Declarant is developing and constructing the Project and selling the Condominium Units, which period shall extend until one month after the time that the Declarant transfers title to 100% of the Condominium Units.

See Sections 2.9, 4.2(d) and 5.12 for Special Declarant Rights.

1.18 Declarant. "Declarant" shall mean MACH INTEREST, LLC, or its successors or assigns, as the developer of the Project as a condominium under the Texas Uniform Condominium Act.

1.19 Declaration. "Declaration" or "Condominium Declaration" shall mean this Declaration of Covenants, Conditions and Restrictions as amended from time to time.

1.20 First Lien Mortgagee. "First Lien Mortgagee" shall mean the holder of a purchasemoney vendor's lien or construction money mortgage or deed of trust lien voluntarily granted on any Unit in the Project recorded before the date on which the Assessment sought to be enforced becomes delinquent

dor's lien or construction money mortgage or deed of trust lien voluntarily granted on any Unit in the Project recorded before the date on which the Assessment sought to be enforced becomes delinquent under the Declaration, Bylaws, or Rules and Regulations ("First Lien Mortgage"). Funds advanced under a First Lien Mortgage for purposes in addition to purchase money or construction also shall have priority over the lien securing Assessments 1.21 General Common Elements. "General Common Elements" means that part of the Common Elements described as follows: the land on which all buildings and other improvements are constructed other than the portion thereof designated as a Limited Common Element and which is described in Exhibit A.

(b) the foundations, columns, girders, beams, supports, main walls, roofs, attic spaces, dividing walls between two or more Units or between Units and other exterior improvements; (c) the yards, gardens, fences, streets, driveways, service drives, service easements, and mechanical rooms, if any other than those which are specifically designated as a Limited Common Element; (d) the compartments or installations, if any, consisting of the equipment and materials making up any central services (such as electricity, gas, water, and the like) which are constructed to serve 2 D221244005 more than one Unit, if any; pumps, motors, fans, compressors, ducts, and in general all apparatus and installations existing for the common use and enjoyment of the Project and necessary for the common use and maintenance of the Project as a condominium, but specifically not including the air conditioning compressors, or the pads or slabs there under, appurtenant to and part of each of the several Units; (e) parking spaces; Page 37 of 67 (f) (g)

nium, but specifically not including the air conditioning compressors, or the pads or slabs there under, appurtenant to and part of each of the several Units; (e) parking spaces; Page 37 of 67 (f) (g) the private drives as shown on the Map; and all other elements rationally of common use or necessary to the existence, maintenance and safety of the Condominium Regime established by this Declaration, and which are not specifically designated as a Limited Common Element or as appurtenant to as constituting a part of particular Unit.

1.22 Group Dispute. "Group Dispute" is defined in Section 10.3(a).

1.23 1.24 1.25 the Recitals.

do Initial Meeting. "Initial Meeting" is defined in Section 10.2(e).

Insurable Interest. "Insurable Interest" is defined in Section 46(a).

Brewer Industrial Condominiums. "Brewer Industrial Condominiums" is defined in 1.26 Limited Common Elements. "Limited Common Elements" mean and include those Common Elements which are reserved for the exclusive use of either an individual Owner of a Unit or a certain number (but less than all) of individual Owners of Units, which consist of the following: સહા (a) land underneath a Building and la Envelope; (b) outside of a Building Site but within a Building pipes, ducts, electrical, telephonic and electronic wiring and conduits located either (i) entirely within a Unit or adjoining Units and serving more than the one Unit in which located, or (ii) outside of a Unit but which serve one or more, but less than all the Units; (c) enclosed court yards, and sidewalks, driveways and/or parking spaces, adjoining or serving exclusively a single Unit or one or more but less than all adjoining Units; (d) a motarized gate to be shown on the Map by amendment to this Declaration upon

nd/or parking spaces, adjoining or serving exclusively a single Unit or one or more but less than all adjoining Units; (d) a motarized gate to be shown on the Map by amendment to this Declaration upon approval of the requisite governmental entities, which shall be a Limited Common Element owned and maintained by the Owner of Unit 102, or its successor, assignee or the Owner of the Unit redesignated but where Unit 102 is presently shown; provided, however, that the Owner of Unit 102 (and its successors and assigns) shall provide access through such gate to all Unit Owners at all times, including but not limited to providing each Unit Owner with codes, access cards, or the like. The Unit 102 Owner (and its successors and assigns) shall not probit or limit access through such gate to any Unit Owner; and Designation 1.27 areas or parcels of land designated on the attached exhibits or in a Boundary Majority of Unit Owners. "Majority of Unit Owners" means those Owners which at the relevant time own at least 51% of the Units entitled to cast votes.

1.28 Map or Plan. "Map" or "Plan" means or includes the engineering survey of the land, locating thereon all of the improvements, the floor and elevation plans and any other drawing or diagrammatic plan depicting part of, or all of, the improvements, a reduced copy of which is attached as Exhibit B.

3 D221244005 1.29 Member Meeting. "Member Meeting" is defined in Section 10.2(i)(1).

Notice of Alleged Defect. "Notice of Alleged Defect" is defined in Section 10.2(b).

1.30 1.31 Occupant. "Occupant" means a person or collectively the persons in possession of a Unit at the relevant time, regardless of whether said person is a Unit Owner, lessee, or otherwise.

0.2(b).

1.30 1.31 Occupant. "Occupant" means a person or collectively the persons in possession of a Unit at the relevant time, regardless of whether said person is a Unit Owner, lessee, or otherwise.

1.32 Owner. "Owner" means a person, firm, corporation, partnership, association, trust, or other legal entity or any combination thereof, including, without limitation, the Declarant, who owns of record, fee simple title to one or more Units in the Project.

1.33 Owner Dispute. "Owner Dispute" is defined in Section 10.1(a).

1.34 Regime. "Regime" or "Condominium Regime" shall mean the Land, improvements, Units, General Common Elements and Limited Common Elements which comprise the condominium regime established by this Declaration.

1.35 Rules and Regulations. "Rules and Regulations shall mean Rules and Regulations adopted by the Declarant or Board of Directors concerning the management and administration of the Regime for the use and enjoyment of the Owners. The Rules and Regulations may be amended from time to time by the Board (without amending this Declaration).

1.36 1.37 Survey. "Survey" means the survey attached hereto as Exhibit B.

Preliminary List of Alleged Defects. "Preliminary List of Alleged Defects" is defined in Section 10.2(b)(1).

1.38 Property, Project or Premises "Property," "Project," or "Premises" means and includes in the aggregate the land, the Buildings and all improvements and structures thereof and thereto, including, without limitation, the Common Elements and all rights, easements, and appurtenances belonging thereto.

10.2(e).

1.39 1.40 Resale Certificate. Resale Certificate" is defined in Section 5.11.

Request to Meet and Confer. "Request to Meet and Confer" is defined in Section 1.41 Schedule 2.9.

1.42 1.43

reto.

10.2(e).

1.39 1.40 Resale Certificate. Resale Certificate" is defined in Section 5.11.

Request to Meet and Confer. "Request to Meet and Confer" is defined in Section 1.41 Schedule 2.9.

1.42 1.43 Special Declarant Rights. "Special Declarant Rights" is defined in Section 2.9 and TUCA TUCA" is defined in the Recitals.

Transfer Fee. "Transfer Fee" is a fee due and payable to the Association by an Owner upon its transfer of fee title to a Unit. Declarant shall be exempt from paying Transfer Fees. In the event that fee title to a Unit is transferred by an Owner without paying the Transfer Fee, the transferor Owner and the transferee Owner shall be joint and severally liable to the Assocition for such Transfer Fee. The Transfer Fee shall be $250.00; provided, the Association may increase or decrease the amount of the Transfer Fee at any time in its sole and absolute discretion without obligation to notify the Owners.

1.44 Unit. "Unit" or "Suite" is the respective Building of each Owner which is to be constructed on a Building Site with in a Building Envelope as shown on the Map. The actual physical boundaries of the Building shall be conclusively presumed to be the proper boundaries of a Unit, regardless of variances between boundaries shown on the Map and the actual boundaries of such Building.

4 Page 38 of 67 D221244005 The individual ownership of each Unit shall further include the interior construction, partitions, appliances, fixtures, and improvements that are intended to serve exclusively such Unit space, such as interior room walls, floor coverings or finish, closets, cabinets, shelving, individual fixtures, plumbing and appliances, individual lighting and electrical fixtures, and other separate items of personal property

walls, floor coverings or finish, closets, cabinets, shelving, individual fixtures, plumbing and appliances, individual lighting and electrical fixtures, and other separate items of personal property exclusively serving such Unit, any of which may be removed, replaced, disposed of, or otherwise treated without affecting any other Unit or the ownership, use or enjoyment thereof. The individual ownership of each Unit shall further include the air conditioning compressor, together with all pipes, ducts, electrical wiring, conduits, and any other equipment connected thereto constructed on a pad or slab installed or constructed on the Project and designated on the Map in Exhibit B as an area of a Limited Common Element with respect to such Unit for the purpose of supporting such air conditioning compressor, together with such pad or slab. None of the land in the Project shall be separately owned, as all land in the Project shall constitute part of the "Common Elements" of the Project and shall be owned in common by the Owners of the Units in this Project.

The horizontal and vertical boundaries of each Unit are set forth in the Survey and Plans attached to the Declaration as Exhibit A and Exhibit B, as amended from time to time in accordance with the Declaration. As to some Units Exhibits A and B currently only show the horizontal Building Envelope and vertical airspace within which the Building for each Unit is to be constructed. Declarant, or an assignee of the Special Declarant Rights, or the Association may file a Boundary Designation in the Official Public Records to describe or redefine the boundaries of a Unit as contemplated, constructed, converted, combined or modified within the Regime. A Boundary Designation, upon recordation in the Official Public

ecords to describe or redefine the boundaries of a Unit as contemplated, constructed, converted, combined or modified within the Regime. A Boundary Designation, upon recordation in the Official Public Records, shall automatically amend this Declaration for the purpose of defining the Unit, General Common Area, and/or Limited Common Area to which the Notice relates. The definition of Unit in this Section overrides the definition of "Unit" as set forth in § 82.052 of TUCA.

Unofficial 5 Page 39 of 67 D221244005 (a) Rights.

SCHEDULE 2.9 - SPECIAL DECLARANT RIGHTS (See Section 2.9) (1) Changes to Units. Declarant reserves the exclusive right but not the duty to amend the Survey and Plan to vary the size, shape, physical layout, or location of any unsold Unit or Units.

If Declarant makes any significant variances in Unit sizes as set forth in Exhibit C, Declarant shall have a right and a duty to correspondingly adjust the percentages or fractions of ownership of the Common Elements of such Units remaining unsold. Declarant reserves the right to change, modify, or amend the vertical and horizontal description assigned to a Building, so long as Declarant is the owner of all Units constructed or contemplated to be constructed within the Building, which change, modification, or amendment may affect the size, appearance and/or mechanical, structural, and other components of the Building to which such vertical and/or horizontal description relates. In the event Declarant elects to change the vertical and/or horizontal description assigned to the Building, a Boundary Designation shall be filed in the Official Public Records, which Designation shall include a vertical and horizontal description of the

d/or horizontal description assigned to the Building, a Boundary Designation shall be filed in the Official Public Records, which Designation shall include a vertical and horizontal description of the Building actually constructed upon the Land, and shall automatically amend this Declaration for the purpose of defining and describing the Building.

Declarant reserves the right to change, modify, or amend the description assigned to any Unit or all of the Units, so long as Declarant, or any assignee of Special Declarant Rights, is the owner of such Unit or Units, which change, modification, or amendment may affect the size, appearance, mechanical, structural, and other components of the Unit(s) to which such horizontal description relates. In the event Declarant elects to change the description assigned to a Unit of Units owned by Declarant, Declarant shall file a Boundary Designation in the Official Public Records. In conjunction with any change, modification or amendment to a description assigned to a Unit or Units the Notice shall also reallocate the interest in Common Elements and percentage interest allocation assigned to all or any Units within the Regime, as applicable.

Declarant hereby reserves the right to convert by amendment a Unit into additional Units, so long as Declarant, or any assignee of Special Declarant Rights, is the Owner of such Unit. Declarant reserves the right to create up to four (4) Units. Furthermore, in the event Declarant elects to convert a Unit into additional Units, Declarant may also amend this Declaration to designate portions of the converted Unit into Limited Common Elements assigned to each or either Unit which results from such conversion, so long as

Units, Declarant may also amend this Declaration to designate portions of the converted Unit into Limited Common Elements assigned to each or either Unit which results from such conversion, so long as Declarant, or any assignee of Special Declarant Rights, is the Owner of the converted Unit. No assurance is given as to the number of additional Units Declarant may elect to create from a conversion of such Units, the dispersion of the Units resulted from such conversion, or the size of such Units. In the event Declarant, or any assignee of Special Declarant Rights, elects to convert a Unit into additional Units as provided herein, Declarant, or any assignee of Special Declarant Rights, shall file a Boundary Designation in the Official Public Records. In the event a Boundary Designation is recorded which converts any Unit identified herein into additional Units, such Units resulting from the conversion shall be fully assessable on the date the Unit created from such conversion is sold to a third party other than Declarant.

Declarant has also reserved the right to combine by amendment Units located in a Building into a single Unit or into Units which differ from the configuration of the combined Units, so long as Declarant, or any assignee of the Special Declarant Rights, is the Owner of all the combined Units. In the event Declarant elects to combine Units located in a Building into a single Unit or into Units which differ from the configuration of the combined Units, Declarant may also amend this Declaration to designate portions of the combined Units into Limited Common Elements assigned to the Unit(s) which result from such combination, so long as Declarant, or any assignee of Special Declarant Rights, is the Owner of the all of

he combined Units into Limited Common Elements assigned to the Unit(s) which result from such combination, so long as Declarant, or any assignee of Special Declarant Rights, is the Owner of the all of the combined Units and the Limited Common Elements was not previously utilized by or attributed to an Owner other than the Declarant. No assurance is given as to the number of Units or configuration Declarant may elect to create from a combination of Units, the dispersion of the Units resulted from such combination, or the size of such Units. In the event Declarant elects to combine Units into a single Unit or into Units with 1 Page 40 of 67 D221244005 Page 41 of 67 configurations which differ from the original combined Units, Declarant shall file a Boundary Designation in the Official Public Records.

(2) Completion of Construction. Declarant reserves the right to do what is reasonably necessary or advisable in connection with the completion of any work in the Project; and the right to construct and maintain the Common Elements and Units owned or controlled by Declarant, its successors or assigns, or its or their contractors or subcontractors, as may be reasonably necessary for the conduct of its or their business of completing any work and developing, selling, leasing, or managing of the Units in the Project.

(3) Model Units and Offices. Declarant reserves the right to maintain, for the above purposes, one or more onsite model units and sales/marketing offices, the size, number, location, and relocation of which shall be determined solely by Declarant; and the right of exclusive use of any sales office(s) and storeroom(s) located in Common Areas.

(4) Signs. Declarant reserves the right to maintain a sign or signs for the purpose of marketing the Units in the Project.

xclusive use of any sales office(s) and storeroom(s) located in Common Areas.

(4) Signs. Declarant reserves the right to maintain a sign or signs for the purpose of marketing the Units in the Project.

(5) Plans. Declarant reserves the sole right to approve or reject any plans and specifications submitted by a Unit Owner for approval as provided in Section 3.8, however, such approval shall not be unreasonabl withheld or delayed.

(6) Assessments. Declarant reserves the assessment payments rights and duties as set forth in this Declaration, as permitted by TUCA.

(7) Landscaping. Declarant reserves the right to modify the landscaping as provided Offiatal Cop in Section 4.10.

(8) Parking. Declarant reserves the right to designate and assign portions of the General Common Elements as parking for the exclusive use of any Owner of a Unit. Any parking spaces not specifically designated by the Declarant for the exclusive use of an Owner of a Unit will be under the exclusive control and administration of the Association at such time as the Declarant no longer owns any Unit within the Regime. The Board may thereafter assign parking spaces to any Owner or may use such parking spaces in a manner determined by the Board. Any designation and assignment of General Common Elements as parking will be memorialized by a written "Assignment of Parking" executed by an authorized representative of the Declarant (or Board if Declarant no longer owns any Units within the Regime) which shall identify the parking space(s) and the Unit assigned thereto. The Assignment shall be made a part of the corporate records of the Association and may not be terminated or modified without the consent of the Declarant (or a majority of the Board if Declarant no longer owns any Units within the Regime)

the corporate records of the Association and may not be terminated or modified without the consent of the Declarant (or a majority of the Board if Declarant no longer owns any Units within the Regime) and the Owner of the Unit to which such General Common Element parking was assigned.

(b) Declarant's Mortgage. Any mortgage of the Declarant's interest in the Project shall be deemed to include the Special Declarant Rights; and any foreclosure sale pursuant to such mortgage shall automatically convey the Special Declarant Rights.

(c) Assignment. The rights reserved by Declarant under this Declaration may be transferred as provided in $82.104 of TUCA. A conveyance by the Declarant shall not convey any Special Declarant Rights unless expressly so provided and unless the transferee also executes the conveyance instrument, as required by TUCA.

2 D221244005 (1) SCHEDULE 2.4(c) - USE RESTRICTIONS (See Section 3.4(c)) Nuisances and Safety. No unsafe, noxious, offensive, or illegal activity, or odor is permitted on the Project. No activity shall be conducted on the property which in the judgment of the Board of Directors might reasonably be considered as annoying to neighbors of ordinary sensibilities, or might be reasonably calculated to reduce the desirability of the property for quality of living. No exterior loudspeakers or flashing lights shall be allowed. No person may do anything that will increase insurance rates for the Project without the prior written consent of the Board or which may cause such improvements to be uninsurable or which may cause any policy to be canceled, or suspended or materially modified by the issuing company.

(2) Noise. Condominium unit owners and occupants shall refrain from playing radios,

ninsurable or which may cause any policy to be canceled, or suspended or materially modified by the issuing company.

(2) Noise. Condominium unit owners and occupants shall refrain from playing radios, televisions, stereos, and other electrical or mechanical devices so loud that they may be heard outside their condominium unit. Doors and windows must be shut when playing televisions, stereos and similar sound equipment at sound levels objected to by any unit owner, tenant, or management representative.

(3) Signs. "For rent" signs and all other signs are absolutely prohibited and may not be exhibited anywhere in the project, including from the interiors of the units, except an 18 inch "for sale" sign may be displayed in a location approved by the Board. Board members and management company representatives may enter, without prior notice, and remove and throw away such signs. The foregoing shall be subject to Declarant's rights reserved under this Declaration, particularly in Section 2.9.

(4) Window Coverings. All exterior windows shall be covered by white, ivory or tan blinds or drapes. No foil or other material objectionable in the reasonable judgment of the Board of Directors shall be placed in or next to any window or sliding glass door. Burglar bars that may be seen from the outside are prohibited.

(5) Storage. No property may be stored temporarily or permanently on sidewalks, balcony walkways, stair landings, parking lots, or other Common Areas. Nothing may be stored in Common Areas except in areas approved by the Board.

(6) Vehicle Repair, Except in an emergency when a vehicle is inoperable, no vehicle may be worked on outside of a garage or in a garage that has the garage door open. Otherwise, vehicles must be

oard.

(6) Vehicle Repair, Except in an emergency when a vehicle is inoperable, no vehicle may be worked on outside of a garage or in a garage that has the garage door open. Otherwise, vehicles must be serviced or repaired off the property Vehicles which have expired license plates, expired inspection stickers, flat tires or which are obviously inoperable due to missing parts are prohibited and shall be removed from the Property at the Owner's expense.

Parking (7) (a) Parking of vehicles, motorcycles and bicycles in grass areas, dirt areas, flower beds or sidewalks is prohibited. Owners and occupants shall park vehicles in their respective garages and/or parking spaces whenever possible. No Unit Owner or occupant shall park, store, operate or keep within or adjoining the Project any vehicle over 18 feet long. Bicycles and similar items may not be stored outside a Unit or on balconies or patios. Washing of vehicles is not allowed anywhere on the Project.

(b) No vehicles may be parked or unattended in such a manner as to block the passage of other vehicles on the streets or fire lanes or in driveways to Units. No vehicle may be parked immediately outside of a garage, except in the parking space which is a part of the Limited Common Elements, is so designated for such use and does not result in the violation of the immediately preceding sentence. No vehicle shall be left parked and unattended, in the street, along the curb, or in driveway areas in such a manner as to prevent the ingress and/or egress of emergency vehicles (i.e., fire, EMS) or service vehicles (i.e., refuse trucks). No inoperable vehicle may be stored on the Project.

1 Page 42 of 67 D221244005 (8) Anti-Theft Alarms. Owners and occupants who have vehicles with anti-theft systems shall

hicles (i.e., refuse trucks). No inoperable vehicle may be stored on the Project.

1 Page 42 of 67 D221244005 (8) Anti-Theft Alarms. Owners and occupants who have vehicles with anti-theft systems shall not allow the alarms or horns to go off and disturb other persons in the Project for more than three minutes; and any vehicle violating the three-minute rule shall be deemed to be illegally parked and subject to immediate towing, without prior notice to the vehicle owner or operator, by the Association under the Texas towing statutes. The Association may, without liability to the owner or operator of the vehicle, cut or disconnect any power source to such alarm or horn to avoid having to tow the vehicle.

(9) Towing Illegally Parked Vehicles. Vehicles parked in violation of Association rules may be removed and stored without permission of the vehicle's owner or operator. Notice and removal shall be in accordance with statutory requirements. A Unit Owner is liable for all costs of towing illegally parked vehicles of the Unit Owner, its family, guests or tenants.

(10) Trash. Garbage or trash may not be stored or thrown outside the disposal areas provided for such purposes. Dumpsters provided by the Association must be used for disposal of garbage and trash, (11) Pest Control. The Association does not have responsibilities for pest control inside units.

However, the Association shall have the right to enter and exterminate an owner's unit, at the owner's expense, if the owner's failure to control pests inside its unit is adversely affecting other units.

(12) Lighting. All lighting on the Project will be shielded and oriented downward so that the cone of light falls on the Project.

(13) Antennas. No exposed exterior television or radio antennas or satellite dishes may be

ighting on the Project will be shielded and oriented downward so that the cone of light falls on the Project.

(13) Antennas. No exposed exterior television or radio antennas or satellite dishes may be installed anywhere on the Project unless applicable law requires otherwise and then only in strict accordance with rules and regulations promulgated by the Board.

(14) No Alterations. Except with the written consent of Declarant or 67% of the Association members, no Owner or other person shall make any alteration, modification, or improvement to the Common Elements; no additional lighting, awnings, patio covers, or other devices may be added to the Common Elements without approval by the Boards and no structure, equipment, or object may be added or removed to the Common Elements by any Owner on other person without approval by the Board.

(15) No Drilling. No driving, digging, quarrying, or mining operation of any sort shall be permitted on the Project.

(16) Care During Construction. An Owner who is having a Unit or other structure worked on, repaired, or remodeled shall take reasonable and necessary precautions to prevent damage to the Common Area (including any streets) caused by construction companies, workmen, suppliers, or service companies working on of delivering materials to or removing materials from the work site in the Owner's Unit. Such Owner shall be liable to the Association for any damages to the Common Area and for costs of cleaning up or replacing property in the Common Area destroyed or damaged by such construction companies, workmen, suppliers, or service companies. Such Owner shall be liable to the respective Unit Owners for any damage to another Owner's Unit and for any costs of cleaning up or replacing property

panies, workmen, suppliers, or service companies. Such Owner shall be liable to the respective Unit Owners for any damage to another Owner's Unit and for any costs of cleaning up or replacing property which may be destroyed or damaged by such construction companies, workmen, suppliers, or service companies and the Association shall have the right to repair such damage at the Association's expense, in which event the cost of repair shall be owed to the Association by the Unit Owner who caused the damage or whose construction company, workmen, suppliers, or service company caused the damage.

(17) No Temporary Structures. No structure of a temporary character, trailer, tent, shack, garage, barn or other outbuildings is permitted on the Project, temporarily or permanently, except with the prior written consent of the Board.

(18) Criminal Activity. While on the condominium project, no person may violate any criminal laws, health codes or other applicable laws.

2 Page 43 of 67 D221244005 (19) Persons Who May Use Common Area. Common Areas may only be used by Declarant (during construction of Units), Unit Owners, and their tenants, and invitees.

(20) Special Declarant Rights. In order that Declarant may develop and sell the Project, no Unit Owner nor the Association shall do anything to interfere with Special Declarant Rights contained in Section 2.9 and Schedule 2.9.

(21) Rules and Regulations. All persons shall comply with the Association's Rules and Regulation as provided in Section 4.4 and in Exhibit F, as amended from time to time.

(22) Sprinkler System. No Unit Owner may use any portion of a Unit that would cause a governmental entity to require that the Building or a Unit install any type of sprinkler system or other fire

ime.

(22) Sprinkler System. No Unit Owner may use any portion of a Unit that would cause a governmental entity to require that the Building or a Unit install any type of sprinkler system or other fire suppression system therein. In the event a sprinkler system or other fire suppression system is required, mandated or installed, the cost of such system shall be borne wholly by the party causing and/or triggering the requirement. If, (i) not the result of any change of use or other action by a Unit Owner, a regulatory of governmental agency requires the installation of a sprinkler system and/or other fire suppression system to be installed and (ii) such requirement is mandated in writing by the regulatory or governmental agency within the Declarant Control Period, Declarant shall be wholly responsible for all costs associated with the installation and improvement. In the event no sprinkler system or other fire suppression system is installed at the end of the Declarant Control Period, Declarant shall pay the Owner of Unit 102, as that Unit may be redesignated from time to time, $15,000, which shall be paid at closing from the funds paid for the sale of the last Unit owned by Declarant. In the event Declarant does pay for the installation of a sprinkler system or other fire suppression system, Declarant shall not seek to recoup any such costs or fees, directly or indirectly from another Unit Owner or Unit Owners whether through an Assessment or otherwise.

Unofficial 3 Page 44 of 67