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ELECTRONICALLY RECORDED 202000130069 05/26/2020 01:32:53 PM CONDOMINIUM 1/49 CONDOMINIUM DECLARATION OF HAWTHORNE LUXURY CONDOMINIUMS - PHASE I This Condominium Declaration is made and established to be effective as of April 1, 2020, by Declarant-.

ECITALS: A. Declarant is the fee simple owner of the Property.

B. Declarant desires to create a Condominium pursuant to the provisions of the A Cc Declarant intends hereby to establish a plan for the individual owners NOW, THEREFORE, Declarant does hereby submit the Property to thé g Condominium established hereby, and does hereby publish and declargttra covenants, conditions, easements, restrictions, reservations, uses, established and shall be deemed to run with the Land and shall bd 1.1 Terms Defined. _As used in this Declarasi efolhgwing terms shall have the meanings set forth below: © ‘ and non-exclusive easement and right of access and entry on, over and ac gat AS may reasonably be necessary for: (i) the i énee P the Common Elements thereon or accessible eS epairs therein necessary to prevent damage to the Common Elements or teNarfy’Wink; (NiAh¢ evacuation of all or any part of the Property in the i W other reasonable purposes as are deemed by the he performance of the obligations of the Association as > Condominium Act, Texas Property Code, Chapter 82, Section 82.00 let.seq {fag amanded from time to time.

“Assessments” Monthly Assessments and Special Assessments, together with dues, arges, interest, late fees, fines, collection costs, attorneys’ fees, and any other amount 6 the Association by an Owner or levied against a Unit by the Association.

“Association” Hawthorne Luxury Condominium Association, Inc., a Texas nonprofit corporation, organized under the Act and created for the purposes and possessing the rights,

a Unit by the Association.

“Association” Hawthorne Luxury Condominium Association, Inc., a Texas nonprofit corporation, organized under the Act and created for the purposes and possessing the rights, powers and authority set forth herein and in the Certificate.

"Board of Directors” The board of directors of the Association named in the Certificate, and their successors as duly elected and qualified from time to time.

“Budget” A budget prepared by the Association and delivered to all Owners that includes, among other things, the anticipated Common Expenses for the ensuing year and a statement setting forth each Owner's monthly share thereof.

“Building” Any structure located on the Land, including all elements thereof, but excluding those elements otherwise within the definition of a Unit.

“Bylaws” |The bylaws of the Association adopted by the Board of Directors, and attached hereto as Exhibit D, as amended from time to time.

“Center Wall Measurement Method” means the method of measurement the following boundary designations: (a) vertical boundary lines between Unj Unit in a Common Element hallway are the centerline of the wall betweeps uncle tiles, ng llpaper paint, and any other materials constitugé assembly located on that Unit's side of the centerline; (b) vertical bojinfi the exterior wall of the building is the interior face of the vertical boundary between a Unit and the concrete core i lesser amount if the core is less than 12” in which case th¢ the concrete core is 1/2 of the width of such concrete core studs, lath, furring, waliboard, plasterboard, plaster, pané other materials constituting any part of the finishgthsurface 0 boundary lines of the Units are from the top of the i of the ceiling joist, including within the Unit all

d, plasterboard, plaster, pané other materials constituting any part of the finishgthsurface 0 boundary lines of the Units are from the top of the i of the ceiling joist, including within the Unit all subflooring on the floors and all lath, furring,-w other materials constituting any part of the dary between a Unit and uding within the Unit all allpaper, paint, and any or core; and (c) horizontal sis, carpet pads, wood or tile flooring or plasterboard, plaster, paint, and any 2 ceiling).

“Certificate” The certificate of an of the Association filed with the Secretary of “Common Ele, Common Elements a “Common & over the Generg non- exclusive vOn Expenses” All costs and expenses, including Working Capital Contributions, ‘inancial liabilities of the Association that are incurred pursuant to the provisions of “Condominium” The form of real property established by this Declaration with respect to the Property, in which portions of the Property are designated for individual ownership or occupancy and the remainder of the Property is designated for common ownership or occupancy solely by the owners of such remainder, and containing a maximum of eight Residential Units.

“Condominium Information Statement” means the condominium information statement prepared by Declarant in accordance with the provisions of the Act.

PAGE 2 “County” Dallas County, Texas.

“Declarant” Herschel Hawthorne, LLC, a Texas limited liability company, whose address for notice is 400 S. Record Street, 16" Floor, Dallas, Texas 75202, and any assignee of Declarant evidenced by a written instrument filed for record in the Official Public Records of the County, assigning the rights, powers, privileges and prerogatives of Declarant hereunder.

assignee of Declarant evidenced by a written instrument filed for record in the Official Public Records of the County, assigning the rights, powers, privileges and prerogatives of Declarant hereunder.

“Declarant Control” means the period commencing on the date of the Declaration and continuing until the date that is one hundred twenty (120) days after the date that deed less than 75% of the combined square footage of the Units that may be creatéd recorded in the Official Public Records of the County.

“Declaration” This Condominium Declaration for Hawthorne Condominium and all recorded amendments thereto, which shall be Public Records of the County.

to the Condominium; (ii) create Units, General Co k hents or Limited Common Elements within the Condominium; (iii) subdivide Units ing its, or convert Units into i oft inium. The Development and at all times while Declarant owns any WU or | other real property interest in the Condominium, or for such lesser time as may 2 “Easements” collectively, the 4 ( Parking Easement, the Support Ease Btility Easement, and the Vertical Access Easement and those easements des 3 i i ents” All portions of the Common Elements that are not uding those more particularly described in Subsection 2.2(k) of Documents” This Declaration, the Certificate, the Bylaws, and the Qvernmental Impositions” All real estate and personal property taxes, charges, merits, standby fees, excises and levies, and any interest, costs or penalties with respect btg, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind dture whatsoever, which at any time prior to or after the execution hereof, may be assessed, evaéd or imposed upon the Condominium or any Unit by any governmental agency or quasigovernmental agency.

dture whatsoever, which at any time prior to or after the execution hereof, may be assessed, evaéd or imposed upon the Condominium or any Unit by any governmental agency or quasigovernmental agency.

“Individual Assessments” means the assessments levied by the Board of Directors against one of more but less than all Owners pursuant to Subsection 6.3 of this Declaration.

PAGE 3 “Insurance Proceeds” Any and all proceeds that any Owner or the Association is entitled to receive from an insurance company as a result of a casualty or loss in connection with any Unit or the Common Elements, respectively.

“Improvements” The Building, pavement, fencing, landscaping, recreational facilities, plumbing, electrical and telephone lines and computer cables and man-made objects of every type, existing or in the future placed on the Land including all cable television, telephone, cellular telephone, internet and other utility or communication installations or equipment.

“Land” That certain real property located in the County and more particularly d in Exhibit A attached to this Declaration, together with all and singular th appurtenances pertaining thereto.

“Legal Requirements” Any and all present and future judicial, stat regulations, permits, certificates or ordinances of any federal, state or mx 2 way applicable to any Owner, any Unit or the Property, including applicabld restrictive covenants, zoning ordinances, subdivision and building codes, i 8 applicable architectural barrier, health and environmental Ja bd re g result of an arm's length negotiation, that is secured by a lien or encumbrance upoy nit or any part thereof incurred by Declarant or any Owner, including any i exte i i i purchase, development, finish-out, construction, “Limited Common Elemen

is secured by a lien or encumbrance upoy nit or any part thereof incurred by Declarant or any Owner, including any i exte i i i purchase, development, finish-out, construction, “Limited Common Elemen allocated by this Declaration and the described in Subsection 2.2(d) of this “Maintenance Stefigard’ aint@ngnce in good repair and in an attractive and clean condition, including t i , fepair and restoration necessary to maintain the Condominium or Un I in a condition reasonably suitable for its intended purpose.

“Manage énced and professional manager or management company with whom the A bracts for the day-to-day management of the Property and/or the administratio Assotiation and the Condominium.

he plats and plans described on Exhibit B, attached hereto and made a part “Monthly Assessment” The monthly assessment established pursuant to Subsection 6.1 of eclaration by the Board of Directors to pay Common Expenses when due.

“Mortgagee” Any Person, which is the holder or insurer of Lien Indebtedness, and which has provided the- Association with written notice of its name, address and description of the Owner’s Unit upon which it holds the Lien Indebtedness. Any required percentage of Mortgagees in this Declaration shall mean and refer to such percentage of the total of all outstanding Lien Indebtedness held by such Mortgagees and not the number of such Mortgagees.

PAGE 4 “Owner” Any Person (including Declarant) owning fee title to a Unit, but does not include any Person having an interest in a Unit solely as security or an obligation.

“Paint to Paint Measurement Method” means the method of measurement of a Unit whereby the vertical boundary lines are measured from the interior painted surfaces of the walls

ecurity or an obligation.

“Paint to Paint Measurement Method” means the method of measurement of a Unit whereby the vertical boundary lines are measured from the interior painted surfaces of the walls that encompass the Unit's interior living space and the horizontal boundary lines of the Units are measured from the interior painted surface of the ceiling to the interior concrete surface of the floor and consist solely of the volumetric air space between the walls, ceiling and floor.

“Parking Area” The guest parking area of the Condominium as shown on th (exclusive of the Parking Spaces of the Residential Units) used for the parking of a by the guests of Owners, Tenants and other occupants.

“Parking Easement” means a perpetual, irrevocable and non-&x covering the Parking Area, as shown on the Map, for the purposes of pmrainte security of and relating to such area.

“Parking Space” means a physical portion of exclusively for parking of automobiles by an Owner (col “Person” Any individual, venture, estate, trust, unineerporace: behalf of any of the foregoing.

“Phase I” The Building lo “Phase II” The Buffgi ip. limited liability company, joint iduciary acting in such capacity on awthorne Avenue, Dallas, Texas 75219.

ted 222 Hawthorne Avenue, Dallas, Texas 75219.

ovements.

any regulations of the Association adopted by the Board of Directors and relat a the arance, use and occupancy of the Property, including exterior appearance, use and acc pf the Units and Common Elements, as amended from time to time.

esidential Units” The eight Units designated for residential purposes (each being a Unit”), as more particularly described in Subsection 2.2 (c) of this Declaration, and as Ss n on the Map.

“ “Special Assessments” Assessments established by the Board of Directors under the

ch being a Unit”), as more particularly described in Subsection 2.2 (c) of this Declaration, and as Ss n on the Map.

“ “Special Assessments” Assessments established by the Board of Directors under the provisions of Subsection 6.2 and Section 7 of this Declaration from time to time.

“Special Declarant Rights” means rights reserved for the benefit of Declarant to: (i) complete Improvements shown on the Map; (11) exercise any Development Right; (iii) make the Condominium a part of a larger condominium of planned community; (iv) maintain signs advertising the Units of the Condominium; (v) use Easements through any Common Elements for the purpose of making improvements within the Condominium or the Property; (vi) appoint PAGE 5 or remove any officer or board member of the Association during any period of Declarant Control; or (vii) exercise the rights and powers enumerated in Subsection 3.3.

“Structure” All foundations, footings, columns, flat slabs, sheer walls, girders, support beams, post tension cables or rods, including any and all other structural members that support, uphold or are a part of the Building, as shown on the Map. A structure shall be deemed a single Structure hereunder, even though divided into separate Units.

“Support Easement” A perpetual, irrevocable and non-exclusive easement for s all foundations, footing, columns, girders, support beams and any and all other st members that support, uphold or are a part of any Building.

“Systems” All fixtures, equipment, pipes, lines, wires, compute circuits, junction boxes, hangers, pull boxes, terminal points, elec evi “air compressors, air handlers, chillers and other systems used in the produ g and/or transmission of air, water, gas, electricity, communications audio and video signals.

age, and

al points, elec evi “air compressors, air handlers, chillers and other systems used in the produ g and/or transmission of air, water, gas, electricity, communications audio and video signals.

age, and “Taking” The taking or threat of taking of all or 4 or quasi-public use, by eminent domain proceedings or of quasi-governmental agency or by an action in the pature of 8 or temporary) or the sale or other transfer of th e Property for any public g governmental agency or ain (whether permanent “Tenant” Any Person having the righ to a lease granted by an Owner. © “Unit” A physical portion of or occupancy (the boundaries of wvb ingress thereto and egres chy ref D such Unit though such Syste epicted on the Map) with the unrestricted right of hich includes: (i) all Systems that exclusively serve ¥ outside the boundaries of such Unit, (ii) the finish ataified in the Unit, but excludes (x) any of the structural b such Unit is located and (y) Systems that serve more than wether described in Section 82.052 of the Act, and (iii) an 9 the Unit, in and to the Common Elements, and (iv) the Parking Sidential Unit.

components of the B one Unit, all as s undivided interest, Space that is part oft ¢nt” means a perpetual and irrevocable easement for supplying utility e Condominium.

“Working Capital Contribution” means an amount equal to two months of dues paid by ner in purchasing a Unit is to be contributed by each Owner (other than Declarant) into a fund maintained by the Association as provided in Subsection 9.3 of this Declaration. In the event at a resale of a Unit by an Owner other than the Declarant, this shall be equal to one month’s dues.

1.2 Number and Gender. Whenever the context requires, references in this Declaration to the

e event at a resale of a Unit by an Owner other than the Declarant, this shall be equal to one month’s dues.

1.2 Number and Gender. Whenever the context requires, references in this Declaration to the singular number shall include the plural, and, likewise, the plural number. shall include the singular, and words denoting gender shall include the masculine, feminine, and neuter.

PAGE 6 2. General Provisions 2.1 Creation of Units; Map.

(a) Units. The Property is hereby divided into fee simple estates composed of separately designated Units, and such Units’ undivided interest in and to the Common Elements. Each Unit, together with such Unit's undivided interest in the Common Elements, is for all purposes a separate parcel of and estate in real property. The separate parcels of and estates in real property designated hereby shall bé&cre on the date of filing of this Declaration in the Official Public Records of Dallas County, and she until this Declaration is revoked or terminated in the manner herein provided.

certification as to compliance with Section 82.059 of the Act. The dj efi the Map as to each Unit were measured using vertical boundary lines described in the R int Measurement Method.

DECLARANT SHALL NOT BE LIABLE TO ANY OWNER AS A\RESULT/OF# ANY DISCREPANCIES IN ACTUAL UNIT MEASUREMENT FROM THOS R “THE MAP, AND EACH OWNER, BY ACCEPTING A DEED TO A UNIT, S ANY SUCH CLAIM OR CAUSE OF ACTION AGAINST DECLARANT.

2.2 Description of Units. Subject to res¢ Declaration, the units shall include the followin (a) Intentionally deleted.

(b) Intentionally deleted (c) Residential E ited Common Elements appurtenant to Units 4220-101, 4220-102, 4220-103, 220-104 of Phase I and Units 4222-101, 4222-102, 4222-103 and 4222-104 of

y deleted.

(b) Intentionally deleted (c) Residential E ited Common Elements appurtenant to Units 4220-101, 4220-102, 4220-103, 220-104 of Phase I and Units 4222-101, 4222-102, 4222-103 and 4222-104 of ase II shall include all Systems serving the Residential Units exclusively, all entrances, walls, floors, ceilings, hallways, balconies, exterior doors and windows that serve Unit exclusively and all covered areas as described on the Map.

Intentionally deleted.

(f) Intentionally deleted.

(g) Intentionally deleted.

(h) Intentionally deleted.

(i) Intentionally deleted.

PAGE 7 @ Intentionally deleted.

(k) General Common Elements. The General Common Elements shall include the Land, Structure, the roof, the sidewalks, landscaping, driveways, the Parking Area and all other walls, floors, ceilings, hallways and Systems that serve all Units, to the extent any such items are not otherwise designated as a Limited Common Element for any Unit or part of any Unit.

and to the Common Elements shall be allocated based on the percentages se “Allocated Interests” in Subsection 1.1, and was determined by dividing fd no Owner or Owners shall bring of a Unit or the Common Elements.

ary or involuntary transfer of an undivided such Common Elements are allocated is held by more than one Owner be subject ui é Any purported conveyance, judicial sale, or @ interestinthe Common Elements without the void ab initio.

2.5 Permissible Relatia (a) Ownership ay be acquired and held by more than one Person in any s of the State of Texas.

(b) Descriptje » Any contract or other instrument relating to the acquisition, ownership, conveyance er, lease or encumbrance of a Unit shall legally describe such Unit by its identifying Uni i y, Texas” with further reference to the recording data for this Declaration

uisition, ownership, conveyance er, lease or encumbrance of a Unit shall legally describe such Unit by its identifying Uni i y, Texas” with further reference to the recording data for this Declaration Any amendments to the Declaration). Each such description shall be good and lien created thereby shall be subject to the terms and provisions of this Declaration, and any mortgagee or other lienholder that acquires the Owner's Unit through judicial foreclosure, public sale or any other means shall be subject to the terms and provisions of this Declaration, except as specifically provided to the contrary herein.

3. Uses, Reservations and Restrictions 3.1 Permitted Uses.

PAGE 8 (a) Residential Units. The Residential Units shall be used or occupied solely for residential purposes and related uses; provided, however, that this restriction will not prohibit a Tenant or a Residential Unit Owner, from using such Tenant's apartment or such Residential Unit Owner's Unit for personal business or professional purposes so long as such use is in compliance with this Declaration, the Regulations, and all Legal Requirements.

(b) Intentionally deleted.

(c) Leasing of Units. Units may be leased in accordance with the Regulations, as may be terms of a lease may be redacted from the copy submitted to the Association).

(d) Parking Area shall be used exclusively for parking purposes.

as set forth in the Regulations, which shall at all times be consistent § and Legal Requirements.

as may be permitted by the act, Declarant reserves, as a part Special Declarant Rights, the following same to the actual location of the Improvements as Units, General Common Ete ed Common Elements, including, without limitation, the right to record changes to the Mapapp ¢to reflect the exercise by Declarant of any

tual location of the Improvements as Units, General Common Ete ed Common Elements, including, without limitation, the right to record changes to the Mapapp ¢to reflect the exercise by Declarant of any Development Right; (ii) to establish, vacate/felogatey se the Easements as set forth in this Declaration; provide, however, that no modificatj f easafnk all have the effect of altering or destroying a Unit or a Limited Common Element Unit such Limited Common El enafit, as well as by the Mortgagee of any such Unit; (iii) to a Unit, such additional reservations, exceptions and exclusions ést interests of the Owners and the Association; (iv) to have and and all of the Common Elements to the extent that same may be as it may deem consistent w use an easement over, undetX ate;Or for injunctive relief, or both, and for reimbursement of all attorneys' fees incurred in connection therewith, which action shall be maintainable by the Board of Directors or the Manager, ifany, inthe name of the Association on behalf of all of the owners or, in a proper case, by an aggrieved Owner.

In addition, an Owner's voting rights in the Association and Owner's or Owner's lessee's right to use and enjoy the General Common Elements or receive services may by written notice be suspended by the Association during the period of suchnoncompliance.

3.5 Parking. The Parking Area shall be subject to the reasonable procedures and regulations adopted for the same from time to time by the Association. The Parking Area shall be used for automobile parking PAGE 9 purposes and those uses appurtenant to parking purposes by the Owners and their respective Tenants, guests, invitees and employees.

3.6 Easements.

(a) Declarant hereby reserves the Parking Easement, Access Easement and Utility Easement

to parking purposes by the Owners and their respective Tenants, guests, invitees and employees.

3.6 Easements.

(a) Declarant hereby reserves the Parking Easement, Access Easement and Utility Easement for the benefit of all Units, Owners, the Association and its agents, employees and representatives, including the Manager and the Manager's agents and employees as the case may be, and reserves the Support Easement Elements Easement. Each Owner shall provide the Association with a key to its Unit Wy such Owner's absence for Access Easement purposes. Declarant may, in addition i forth in this Subsection 3.6, record an easement agreement or easement relocati Public Records of the County, specifically locating or relocating the thereatter an irrevocable power of attorney, coupled with an interest, with full power and author locate the Utility Easement.

(b) 6 the termination of Declarant Control, and the Association, after the termination of Dec Control, the right to grant easements for purpose of utilities over any and all of the Common Eley (c) The Association may dispeier n extermination of insects and pests within the Units and Common Elements. In the event tha ation chooses to provide such pest control, the Association and its duly authorized contracte atives and agents shall have an easement to enter Units for the purpose of dispensing icAls fe\e Nerminating of insects and pests within the Units and Common Elements. Neither the A ati g Declarant shall be liable for any illness, damage, or 3.7 Encroachments settlement or other circum: irrevocable and perpetuate granted and conveyed Association by the Declarant. If, as a result of the original construction, gettlement or other circumstance, any portion of any Unit encroaches upon

m: irrevocable and perpetuate granted and conveyed Association by the Declarant. If, as a result of the original construction, gettlement or other circumstance, any portion of any Unit encroaches upon e of the same is hereby granted to the Owner of the encroaching Unit. Such ments shall not be considered or determined to be encumbrances either upon a Unit € Building (for example, leases to cellular phone service providers are prohibited). No Owner shall have the right to use any portion of the roof (for example, to install a satellite dish) unless such use is approved in writing by the Declarant or the Association in advance.

3.9 Signage Obligations. No Owner of a Residential Unit may install signs on the Building.

PAGE 10 4. Matters Regarding the Association.

4.1 General. The Association has been incorporated as a nonprofit corporation under the Texas Nonprofit Corporation Act. In addition to the powers conferred on the Association under the Governing Documents, the Association may take all actions authorized by Section 82.102 of the Act. Any and all actions taken by the Association pursuant to the Governing Documents are binding on all Owners.

4.2 Allocation of Votes in the Association. All Owners shall automatically be members of the Association and entitled to vote, as follows: The Owner (whether one or more) of each Residential Unit majority of Owners shall mean a stated percentage or a majority of the vote of the Owners.

of a tie, the Board of Directors shall have the authority to cast the deciding vote.

maintain actions against the Association or any other Owner for fts failure (6 domply with the provisions hereof or to perform its duties and responsibilities hereunder.

5. Maintenance, Alterations, Ins e, Taxes and Utilities.

5.1 Maintenance.

(a)

other Owner for fts failure (6 domply with the provisions hereof or to perform its duties and responsibilities hereunder.

5. Maintenance, Alterations, Ins e, Taxes and Utilities.

5.1 Maintenance.

(a) maintain and repair, at the Owner's sole cost , such Owner’s Unit including, and without Each Owner shall be responsible e“Occupants and/or invitees were guilty of such willful or negligent work to a Unit done by or on behalf of the Owner shall be done in a good and workmanlike be done in such a6 got to impair the structural soundness or integrity or to alter the exterior appearance of Wtiag-ef Unit. In the event an Owner fails to discharge the Owner’s maintenance igatie Association shall be entitled (but not obligated) to cause such work to be done, thereof shall be and constitute a lien upon such a Unit which lien may be enforced s is provided for the enforcement of Assessment liens pursuant to the provisions of is Declaration. Damage to the interior of any Unit resulting from such maintenance, ep heamentanetheresuhhatihemisise of negligence ata any Owner, or its guests or invitees, then such Owner shall be responsible and liable for all such damage.

(b) Except as provided in (a) above, all Common Elements (exception only those portions of the Systems that serve only or are a part of an individual Unit) shall be maintained by the Association in accordance with the Maintenance Standard, in good condition and repair, the cost and expense of which shall constitute a Common Expense and be payable by the Association. The Association shall establish and maintain an adequate reserve fund for such purposes, to be funded by Monthly Assessments rather than by Special Assessment. Nothing herein shall be deemed or construed as relieving any Owner from liability or PAGE 11

uate reserve fund for such purposes, to be funded by Monthly Assessments rather than by Special Assessment. Nothing herein shall be deemed or construed as relieving any Owner from liability or PAGE 11 responsibility for damage to the Common Elements caused by the negligence or misconduct or Owner or Owner's occupants or invitees. Notwithstanding the foregoing, the Association shall have no obligation to maintain alterations, additions or improvements made by an Owner to a Limited Common Element appurtenant to such Unit. No Owner may make such alterations, additions or improvements to Limited Common Elements without the prior written consent of the Association in accordance with Subsection 5.2 hereof.

(c) The Association shall not be liable for injury or damage to any Person or property caused by the elements or by the Owner of any Unit, or any other Person, or resulting from any utility, rain, 3 ice which may leak or flow from any portion of the Common Elements or from any pipe, drain, appliance or equipment which the Association is responsible to maintain hereunder. The Asgéctati Association shall not be liable to any Owner, Tenant, or other occupant for any damagé whole or in part by the Association's failure to discharge its responsibilities under thi responsibilities.

(d) In the event a dispute shall arise among Owners as harty to bear a maintenance cost or expense, the Board of Directors shall be entitled to resolve g Subsection interpreted by a court of competent jurisdictiox; pxovided furthertowever, that any such cost or expense so disputed shall be paid in accordance with the determination of the Board of Directors pending final judgment in any such legal proceedings.

gdd to or improve the Unit, or the Limited

ost or expense so disputed shall be paid in accordance with the determination of the Board of Directors pending final judgment in any such legal proceedings.

gdd to or improve the Unit, or the Limited Common Elements appurtenant thereto, in a mahger\ dr might reasonably be expected to affect the structural soundness or integrity or the exte services more than one Unit, or an of the Association and being in may alter the size or locatio the Association, without the prior written consent egulations established by the Association. No Owner pace without the prior written consent of the Association.

apy alteration, addition or improvement to a Limited Common Element appurtenant to moxe nif“unless (i) the prior written approval of all Owners having an interest in such Limited Cometen Blemspt‘is obtained, and (ii) the plans and specifications for such alteration, Directors. Once alter@ti fos. ditions and improvements have been made to a Limited Common Element q spe ga nor“any Owner shall have the right to cause such alterations, additions or sved or altered without the written consent of the Owner or Owners of the Unit or s,.employees, representatives, agents and successors from and against any and all claims, demands, judgments, losses, damages, liability, and costs and expenses, including reasonable attorneys’ fees, directly or indirectly arising from or attributable to the review and approval of any alteration pursuant to this Subsection 5.2.

5.3 Mechanic's Liens; Indemnification. No labor performed or materials furnished and incorporated in a Unit with the consent or at the request of an Owner or an Owner's agents or representatives, shall be the basis for the filing of a lien against the Unit of any other Owner not expressly consenting to or

t with the consent or at the request of an Owner or an Owner's agents or representatives, shall be the basis for the filing of a lien against the Unit of any other Owner not expressly consenting to or requesting the same, or against the Common Elements. Each Owner shall indemnify and hold harmless each PAGE 12 of the other Owners and the Association from and against all liabilities and obligations arising from the claim of any lien against the Unit of such other Owners or the Common Elements. All contracts for labor, services, and/or materials with respect any of the Units shall be in compliance with the provisions hereof.

5.4 Insurance.

(a) Commencing upon the first conveyance of any Unit to an Owner other than the Declarant, the Association shall obtain and maintain, as a Common Expense, insurance coverage required pursuant to Section 82.111 of the Act and such additional coverage as the Association deems appropriate.

(b) Insurance policies shall provide that: (1) each Owner is an insured person under such policies with respect to of the Owner's ownership of an undivided interest in the Common Elements ¢ Association; (2) insurance trust agreements will be recognized; (7) the policy pa Ht lapsebé gancelled, or have renewal refused, or be materially eWritten notice to the Association and the Manager, if any, ach Mortgagee listed as such in such insurance policy, except (c) The ManfeG i) , Shall be reflected as additional insured on any general liability insurance a Agsoviatign.

(e) By acceptance of a deed to a Unit, each Owner shall be deemed to have irrevocably appointed the Association (which appointment shall be deemed a power coupled with an interest), together with any

(e) By acceptance of a deed to a Unit, each Owner shall be deemed to have irrevocably appointed the Association (which appointment shall be deemed a power coupled with an interest), together with any insurance trustee, successor trustee or authorized representative designated by the Association, as such Owner's attorney-in-fact for the purpose of purchasing and maintaining the insurance required hereunder as well as for submission of and adjustment of any claim for loss, the collection and appropriate disposition of the proceeds thereof, the negotiation of losses and execution of releases of liability, the execution of all documents, and the performance of all other acts necessary to accomplish such purpose. The Association or PAGE 13 such trustee, successor trustee or authorized representative must receive, hold or otherwise properly dispose of any proceeds of insurance in trust for the Owners and the Mortgagees as their interests may appear based on the fair market value of the interests damaged or destroyed. Any proceeds paid under such policy shall be disbursed first for the repair- or restoration of any damaged Common Elements and Units, and no Owner or Mortgagee or other lienholder shall receive payment of any portion of such proceeds unless a surplus remains after the Condominium has either been completely restored or the Condominium has been terminated.

(f) The Association shall be entitled to obtain and maintain such additional insurance coverages hereunder as the Board of Directors may deem necessary or appropriate including, without lining ycated at the Unit or constituting insurance. An Owner shall be responsible pense such liability insurance as may be a part thereof and shall furnish the Association with a copy 0

ding, without lining ycated at the Unit or constituting insurance. An Owner shall be responsible pense such liability insurance as may be a part thereof and shall furnish the Association with a copy 0 for obtaining and maintaining at such Owner's sole cos appropriate. Nothing herein shall be deemed or construg and expense, from obtaining and maintaining ish Owner may deem necessary or appropriate.

= 5.5 Taxes. Each Owner shall be re nd shall pay when due all taxes, assessments and other governmental impositions lay eylly If seSsed with respect to such Owner's Unit. Any taxes, assessments or other governme: ( lly levied or assessed with respect to the Property not separately billed to the Owne A e-a-Common Expense and be payable by the Association.

5.6 Utilities. Eac be‘fesponsible for and shall pay all water and wastewater usage, audio or visual communicators, é used orconsumed at orw RS or sub-metered and q of the Common Ele g elatit¥g to such services used in connection with the use and maintenance e fall constitute a Common Expense and be payable by the Association.

6. Assessments Assessments; Budget The Association shall possess the right, power, authority and obligation to establish a regular eSsment sufficient in the judgment of the Board of Directors to pay all Common Expenses when due. No~consent or approval of the Owners shall be required for the establishment of the Monthly Assessments. Such Monthly Assessments so established shall be payable by the Owners on the first day of each calendar month, and shall be applied to the payment of charges for which the Association is responsible, including, without limitation, charges relating to maintenance and repair of elements of the Property not the

, and shall be applied to the payment of charges for which the Association is responsible, including, without limitation, charges relating to maintenance and repair of elements of the Property not the responsibility of the Owners, care of the Common Elements, any common area expenses under any recorded declarations or easement agreements encumbering the Property, casualty, public liability and other insurance coverages required or permitted to be maintained by the Association, governmental impositions not separately levied and assessed, utilities relating to the Common Elements or not separately metered, PAGE 14 professional services, such as management, accounting and legal, and such other costs and expenses as may reasonably relate to the property maintenance, care, operation and management of the Property, and the administration of the Association and the Condominium established hereby, including an adequate reserve fund for the periodic maintenance, repair and replacement of the Common Elements (b) Prior to the commencement of each fiscal year of the Association, the Board of Directors shall prepare and deliver to all of the Owners a Budget setting forth the anticipated Common Expenses for the ensuing year. Such Budget shall be in sufficient detail so as to inform all Owners of the nature and extent of the Common Expenses anticipated to be incurred and shall be accompanied by a statement settittg forth each Owner's monthly share thereof and the date as of which such Monthly Assessment commentes\to be Monthly Assessment changed to correspond therewith. If the proposed Budgetfor aq ear i more than ten percent (10%) above the Budget for the preceding fiscal year, s ef\must be approved

commentes\to be Monthly Assessment changed to correspond therewith. If the proposed Budgetfor aq ear i more than ten percent (10%) above the Budget for the preceding fiscal year, s ef\must be approved by a majority of the Owners except as described in Subsection 6 (e AA ds coltected by the Association pursuant to the Budget and not expended in any fiscal ¥eg eapplied‘to reduce Monthly Assessments otherwise payable by Owners in the next fiscal year.

(e) ¢ I (a) and (c) above or any other provision of this Declaration to the contrary, it is acknowle¢ by the Owners that the initial Budget has been prepared and agreed to by a majority of A point in time when the parties have limited operating history for the Property. There wil]-be i ransition period and until such time as 50% percent of the Residential g Declarant (the “Base Period”), the ten percent caps described in Subsections being the intention of the Owners to take into account actual operating expense 6d, using the Base Period numbers adjusted as reasonably required to take into Rerating expenses increases and adjustments. Further, if an expense of the Base Period 6.2 Special Assessments. In addition to the Monthly Assessments contemplated by Subsection 6.1, the Association shall possess the right, power and authority to establish Special Assessments to pay nonrecurring Common Expenses relating to the proper maintenance, care, alteration, improvement, operation and management of the Property, and the administration of the Association and the Condominium established hereby Except as contemplated by Section 7, no consent or approval of the Owners shall be required for the establishment of a Special Assessment as contemplated by this Subsection, except for any Special

eby Except as contemplated by Section 7, no consent or approval of the Owners shall be required for the establishment of a Special Assessment as contemplated by this Subsection, except for any Special Assessment relating to the alteration or improvement of any element of the Property or an expenditure in excess of $10,000 per item or $20,000 in the aggregate in any year, which in each case must be approved by PAGE 15 an affirmative vote of a majority of Owners.

6.3 Individual Assessments, In addition to the Monthly Assessments and Special Assessments contemplated in Subsection 6.1 and Subsection 6.2, the Association shall possess the right, power and authority to establish or levy Individual Assessments in accordance with the provisions of this Declaration against an individual Owner of a Unit for charges properly borne solely by one or more but less than all Owners, such as (without limitation) charges for additional services, damages, fines or fees, Unit insurance, or insurance deductible payments. Individual Assessments shall be the personal obligation of the Owner against whom the Individual Assessment is assessed and shall constitute a lien against the Unit in th6ésame Owner (other than such new Owner's pro rata share of any reallocation thereof); shall continue to be personally liable for such unpaid Assessment. No Owner sha eys' fees, by suit in a court of competent &Board of Directors to collect any such all costs and expenses of collection, including reasonable at jurisdiction sitting in the County. It shall be the respons) delinquent Assessment, the existence of which shal defaulting Owner and, where requested, the O 6.5 Lien to Secure Payment of 4 e Proceeds to which a Unit Owner may be entitled, to shall be and constitute a lien and encumbrance in favor

of which shal defaulting Owner and, where requested, the O 6.5 Lien to Secure Payment of 4 e Proceeds to which a Unit Owner may be entitled, to shall be and constitute a lien and encumbrance in favor erty under powers of sale conferred by deeds of trust or other contract liens. Each Unit sition of such Owner's Unit grants to the Association a power of sale in connection with the ens. By written resolution, the Board of Directors may appoint, from time to time, an officer, agent, Trusteé or attorney of the Association to exercise the power of sale on behalf of the Association. The Association may bid for and purchase the Owner's Unit, as a Common Expense, at any such foreclosure sale.

The foreclosure by a Mortgagee of any Owner's Unit in order to satisfy Lien Indebtedness will extinguish the subordinate lien for any Assessments which became payable prior to the date of such foreclosure sale, provided that in no event shall a defaulting Owner be relieved from liability incurred for past Assessments.

6.6 Commencement of Obligation to Pay Assessments. Each Owner shall be obligated to commence payment of all Assessments against their respective Unit on the date this Declaration is recorded in the Official Public Records of the County, or the date such Owner takes title to a Unit, whichever is later.

PAGE 16 If such date is other than the first day of a month, then such Owner shall be obligated to pay only a prorated share of the Assessment against such Owner's Unit based on the number of days during such month that the Owner will hold title to the Owner's Unit.

6.7 Notice of Default. If the Owner of a Unit defaults in the Owner's monetary obligations to the Association, the Association may notify the other lien holders of the default and the Association's intent to

ice of Default. If the Owner of a Unit defaults in the Owner's monetary obligations to the Association, the Association may notify the other lien holders of the default and the Association's intent to foreclose its lien.

6.8 Alternative Actions. Nothing contained in this Declaration shall prohibit the Associat taking a deed in lieu of foreclosure or from filing suit to recover a money judgment for sum secured by the lien.

6.9 Statement of Common Expenses and Access to Records. The Associ provide any Owner, contract purchaser, or Mortgagee so requesting the same in statement of all unpaid Assessments for Common Expenses due with respect to copies of the books, records, and financial statements of the Ass6cifation (i ding, if such is prepared, the most recent annual audited financial statement available). A Mortgagee may have an 7.1 Loss or Damage.

Ri The following provisions shall gov damaged or destroyed by fire or other casualty: Excess Proceeds. Any excess Insurance Proceeds remaining after such restoration and repair, Or any insurance or sales proceeds available absent such restoration and repair, shall be received and held in trust by the Association in separate accounts for each Owner according to the Allocated Interests of the Owners, and be applied, without contribution from one such account to another, as follows: (1) first. to the payment of any taxes and special assessment liens or other governmental impositions in favor of any assessing entity having authority with respect to such Owner's Unit; PAGE 17 (2) second, to the payment of the balance of the Lien Indebtedness of such Owner; (3) third, to the payment of any delinquent Assessment with respect to such Owner's Unit; and,

h Owner's Unit; PAGE 17 (2) second, to the payment of the balance of the Lien Indebtedness of such Owner; (3) third, to the payment of any delinquent Assessment with respect to such Owner's Unit; and, (4) the balance, if any, to such Owner or such other parties as shall be entitled thereto.

7.2 Damaged Units.

The following provisions shall govern if any Unit or any part thereof, is damaged or d yed by fire or other casualty (“Damaged Unit’): (a) Notice to Mortgagees. Prompt written notice of any such substg destruction shall be given to the Mortgagees of the Damaged Unit.

unless: (i) the Condominium is terminated; (ii) repair or replace or local health or safety statute or ordinance; or (iii) Owners hold Interests vote not to rebuild.

Any restoration and repair work undertaken on pursuant to Subsection 7.1 shall be performed in a good and workmanlike mann wh “storing the Improvements to a condition similar to that existing prior to such damage or i ‘ovided, however, that in no event shall the Association be responsible for restoring, repa OF BUrAOS at's ve only, or are a part of, individual Units), are obsolete, the Association shall AssociaNo 7.5 Dlsolescence of the Property.

fe Owners holding not less than 80% of the Allocated Interests shall determine, at a meeting of the Association duly called for purposes of considering same, that the Property is obsolete, the Association, after first obtaining the written consent of 51% of Mortgagees, shall promptly proceed with the sale thereof in its entirety. Any proceeds from such sale shall be received, held and applied for and on account of the Owners as provided in Subsection 7 (b).

7.6 Association as Attorney-in-Fact.

Each Owner, by possession or acceptance of title to a Unit, hereby irrevocably makes, constitutes PAGE 18

on account of the Owners as provided in Subsection 7 (b).

7.6 Association as Attorney-in-Fact.

Each Owner, by possession or acceptance of title to a Unit, hereby irrevocably makes, constitutes PAGE 18 and appoints the Association, and each and every of its successors in interest hereunder, as their true and lawful attorney-in-fact,, for and in such Owner's name, place and stead, upon the damage or destruction of the Property, or any part thereof, or upon any determination by the Owners made pursuant to this Section 1, to take any and all actions, and to execute and deliver any and all instruments, as the Board of Directors may, in its sole and absolute discretion, deem necessary or advisable to effect the intents and purposes of this Section 7, hereby gives and grants unto the Association full power and authority to do and perform all and every act whatsoever requisite or necessary to be done in and about the Property as fully, to all intents and purposes, as any Owner might orcould do, hereby ratifying and confirming whatsoever the Association may do by virtue hereof. The Association is hereby authorized in the name and on behalf of all Owners, too and perform all actions necessary or appropriate to effect the intent and purposes of this Section 7 as afgre' aid, including, without limitation, the power and authority to make and settle claims under any insu i maintained by the Association, contract for and with respect to restoration and repair work e contemplated by Subsection 7.4 of this Declaration), to contract for and with respect to 4 (to the extent contemplated by Subsection 7.5 of this Declaration), and to execute anéed necessary or incidental to any such actions.

8. Condemnation 8.1 General Provisions ing, the of Directors and each Owner

xtent contemplated by Subsection 7.5 of this Declaration), and to execute anéed necessary or incidental to any such actions.

8. Condemnation 8.1 General Provisions ing, the of Directors and each Owner their respective expense. The Board of If all or any part of the Property is the subject of 4 shall be entitled to participate in proceedings incident there Mortgagees. The expense of participation ins Expense. The Board of Directors is specitiokye q attorneys, appraisers, architects, engineers, expe!

its discretion deems necessary or advisable fo pterest is acquired, and after payment thereof, such Owner and Owner's Mortgagee shall all interest in the Property. The condemned Unit's entire Allocated Interest shall be : he Taking. If any portion of any Owner's Unit is the subject of a Taking, such that ownership, operation, or occupancy of the remaining portion of the Unit may be continued in accordance with the originally intended use of the Unit, the Owner may not vacate the remaining portion of the Unit. In such case, the Owner shall be entitled to the award for such Taking, and the Allocated Interest of the condemned Unit shall be reduced in proportion to the reduction in the size of the Unit. The portion of the Allocated Interest divested from the partially-acquired Unit shall be automatically reallocated to that Unit and the other Units in proportion to the respective Allocated Interests of the Units before the Taking, with the partially-acquired Unit participating in the reallocation on the basis of its reduced Allocated Interest. If any repair or rebuilding of the remaining portions of the Property is required as a result of such Taking, the remaining Owners shall PAGE 19

ocation on the basis of its reduced Allocated Interest. If any repair or rebuilding of the remaining portions of the Property is required as a result of such Taking, the remaining Owners shall PAGE 19 determine by affirmative vote or written consent of the remaining Owners owning a majority of the reallocated Allocated Interest either to rebuild or repair the Property or to take such other action as such remaining Owners may deem appropriate. If no repair or rebuilding shall be required, or if none be undertaken, the remaining portion of the Property shall be resurveyed, if necessary, and the Declaration shall be amended to reflect such Taking. The Declaration shall in all circumstances be amended to reflect the reallocated Allocated Interests following the condemnation.

8.3 Taking of Common Elements.

determine whether to defend or resist any such proceeding, to make any settlement with ge to convey such property to the condemning authority in lieu of such condemnation pretgé advisable, call a meeting of the Owners, at which meeting the Owners, by the vote of a majq of the Owners, shall decide whether to Common Elements should be replaced or rested this Declaration and the Map attached hereto s Directors on behalf of the Owners and duly recor 8.4 Taking of All Units.

If a Taking occurs that te of all Units comprising less than two-thirds of the total square footage of the Land, éxand awards for such Taking shall be determined for each Unit and the following shall appl bf pach Unit so damaged.

Property and the reduged eas a mixed use condominium project, then the Property shall be deemed to be regrouped and merged into a single estate owned jointly in the undivided interest by all Owners, as tenants-in-common, in the

s a mixed use condominium project, then the Property shall be deemed to be regrouped and merged into a single estate owned jointly in the undivided interest by all Owners, as tenants-in-common, in the percentage of the Allocated interest of each Owner.

(d) If the Board of Directors determines that it will be reasonably practicable to operate the portions of the Units which can be made operational or habitable as a condominium project, then the damages and awards made with respect to each Unit shall be applied to repair and reconstruct the Units or portions thereof so that they are made operational or habitable. If the cost of such work exceeds the amount of the award, the additional funds required shall be assessed against the Owners in accordance with their Allocated Interests.

PAGE 20 If the amount of the award exceeds the cost of such work, the excess portion of the award made with respect to each such Unit shall be paid to the Owners of such Units or their Mortgagees, as their interest may appear.

The remaining portion of any Unit which cannot be made operational or habitable, if any, shall become a part of the Common Elements and repair and use of such portion shall be determined by the Board of Directors.

8.5 Taking of Entire Property.

If the entire Property is taken or damaged by such Taking, the proceeds received in relation to all governmental authorities past due and unpaid with respect to that Unit, mortgage instruments duly perfected; thirdly, to the payment of any the Unit and unpaid; and finally tothe Owner.

9. Developme iod 9.1 Initial Directors. The Board of Directors s e lly established by Declarant as set forth in the Bylaws. o 9.2 Period of Declarant Control.

ave the right to appoint and remove members of

velopme iod 9.1 Initial Directors. The Board of Directors s e lly established by Declarant as set forth in the Bylaws. o 9.2 Period of Declarant Control.

ave the right to appoint and remove members of ontrol. If Declarant voluntarily surrenders control (a) Except as is provided below, De prior to the termination of the p Gontrol, Declarant may require that specified actions of the Board of Directors be sub pproval until the expiration of the period of Declarant Control.

(b) Not later than 1 Declarant has conveyed to Owners other than Declarant title to 75% of the Units that may be cre e Seéndominium, an election shall be held by the Association, pursuant to the Bylaws, for the el 3 ess than 1/3 of the members of the Board of Directions by Unit Owners other than Declarant.

Working Capital Contribution. Such amount shall bea contribution of working capital to the Association and shall not be considered as an advance payment of the Monthly Assessments.

10. Miscellaneous 10.1 Revocation or Termination of Declaration.

This Declaration may be revoked or the Condominium established hereby may be terminated, PAGE 21 but only by an instrument in writing, duly approved, executed and acknowledged by those Owners holding not less than 80% of the Allocated Interests and not less than 51% vote of the Mortgagees or if the entire Property is Taken. Any such instrument of revocation or termination shall be duly filed of record in the County. If the Property is to be sold upon termination, the agreement effecting such termination shall also set forth the terms of such sale and comply with the provisions of Section 82.068(c) of the Act.

10.2. Amendment to Declaration.

This Declaration may be amended at a meeting of the Owners at which the amend

rth the terms of such sale and comply with the provisions of Section 82.068(c) of the Act.

10.2. Amendment to Declaration.

This Declaration may be amended at a meeting of the Owners at which the amend approved by all Owners and by the vote of not less than 51% of the Mortgagees. Such amepttme 10.3 Partial Invalidity.

In the event any provision of the Governing Document competent jurisdiction to be invalid or unenforceable, such def affect the validity or enforceability of the remainder of such inst 10.4 Conflicts.

be in conflict with the provisions of the Act or the Texas Nonprofit Corporation & or the ¥ Business Corporation Act, the provisions of such statutes shall control. If a conflict ex : ¢provisions of the Governing Documents; the documents shall control in the followin affect the meaning of any of the substantive provisions hereof. All exhibits ade a part of this Declaration for all purposes. The exhibits attached to this Exhibit A - Legal Description of Land Exhibit B - Map Exhibit C - Allocated Interests Exhibit D- Bylaws of the Association Exhibit E - Certificate of Formation for the Association Exhibit F - Original Tax Certificate Exhibit G - Title Exceptions 10.6 Usury.

PAGE 22 It is expressly stipulated and agreed to be the intent of the Declarant that at all times the terms of this Declaration, the Bylaws and the Regulations shall comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable under any provision of this Declaration, the Bylaws, or the Regulations. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received pursuant to this Declaration, the

aws, or the Regulations. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received pursuant to this Declaration, the Bylaws, the Regulations or any other communication or writing by or between the Association and the Owners related to the matters set forth :in this Declaration, the Bylaws, or the Regulations or any other communication or writing by or between the Association and the Owners related to the matters set forth shall be refunded, and the provisions of this Declaration, Bylaws, or the Regulation be deemed reformed and the amounts thereafter collectible hereunder and thereund crediting such excess interest against the obligation then owing any billing Owner.

10.7. Use of Number and Gender.

Whenever used herein, and unless ae include the plural, the plural number shall in all genders.

10.8 Governing Law.

S ALL BE GOVERNED BY THE LAWS OF THE ACTION BROUGHT IN CONNECTION WITH THE COUNTY, TEXAS.

(mi e to time, but no more often than three times per calendar year, shall i ASsociation to deliver to the requesting Owner a written statement addressed ex and its Mortgagee or purchaser of its Unit, as applicable, without payment of that this Declaration is unmodified and in full force and effect (or, if modified, that this ¥so modified is in full force and effect); (b) that this Declaration attached to the certificate is a true and correct copy of this Declaration and all amendments hereto; (c) that, to the knowledge of the certifying party, the requesting party is not in default of any of its obligations under this Declaration (or ifthe certifying party knows the requesting party to be in default, specifying the defaults and any remaining cure period, ifany); PAGE 23

default of any of its obligations under this Declaration (or ifthe certifying party knows the requesting party to be in default, specifying the defaults and any remaining cure period, ifany); PAGE 23 (d) that the certifying party holds no then existing liens against the requesting party's Unit; (e) the date through which all Assessments have been paid by the requesting Owner; and (f) such other matters as are reasonably requested by the requesting Owner.

10.10 Non-Liability of Association and Declarant for Security.

Without limitation of any other provision of this Declaration, each Owner (by accep possession of title to a Unit) and their Tenants and family (by occupancy and possession of the Unit)\ghests and invitees, covenant and agree with respect to any and all security services, systems and facilities prévided directly or indirectly by the Association as follows: (a) Security is the sole responsibility of local law enforcement agenci d individual Owners, their Tenants, and their respective guests and invitees. It is acknowledged tha sgociation has no obligation whatsoever to provide security. Security services, systems and f ciety he provided at ervikes) facilities at at contractors, the acts or omissions of which shall not be imputed to the Association or its officers, directo mittee members, agents or employees.

undertaking by the Association to provide pers !

of any security service, system or facilities will in increase personal safety or prevent personal injury or property damage due to negligence, cri (d) EACH O DEEMED TO HAVE WAI ANCE OF A DEED TO A UNIT, SHALL BE F OF SUCH OWNER AND SUCH OWNER'S TENANTS, AND THEIR/R G AMILY MEMBERS, GUESTS AND INVITEES, ANY AND ALL CLAIMS, NOV k : KA PTER ARISING AGAINST THE DECLARANT AND THE

ANCE OF A DEED TO A UNIT, SHALL BE F OF SUCH OWNER AND SUCH OWNER'S TENANTS, AND THEIR/R G AMILY MEMBERS, GUESTS AND INVITEES, ANY AND ALL CLAIMS, NOV k : KA PTER ARISING AGAINST THE DECLARANT AND THE ASSOCIATION AND SPECTIVE OFFICERS, DIRECTORS, COMMITTEE VER, INCLUDING, WITHOUT LIMITATION ANY INJURY OR DAMAGES CA : FT, BURGLARY, TRESPASS, ASSAULT, VANDALISM OR ANY OTHER CRI A PERSON OR PROPERTY ARISING, DIRECTLY OR INDIRECTLY, G OR FAILURE TO PROVIDE ANY SECURITY SERVICES, SYSTEMS THE DISCONTINUATION, DISRUPTION, DEFECT, MALFUNCTION, AIR, REPLACEMENT OR USE OF ANY SECURITY SERVICES, SYSTEMS » WHETHER CAUSED OR ALLEGEDLY CAUSED IN WHOLE OR IN PART EGLIGENCE OF THE DECLARANT OR THE ASSOCIATION, OR THEIR OFFICERS, DIRECTORS, COMMITTEE MEMBERS, AGENTS, CONTRACTORS OR EMPLOYEES.

(e) To the extent the release in this Section is not deemed effective as to any Tenant, or any family member, guest or invitee of an Owner or Tenant of a Unit, the Owner of each Unit (by acceptance of a deed to a Unit), hereby indemnifies and agrees to defend and hold harmless the Declarant and the Association, and their respective officers, directors, committee members, agents, and employees from and against any and all claims, actions, suits, judgments, damages, costs and expenses PAGE 24 (including attorney fees and court costs) arising from bodily injury (including, without limitation, mental anguish, emotional distress and death) and/or loss or damage to property suffered or incurred by any such Tenant of such Unit, or any family member, guest or invitee of the Owner or Tenant of such Unit, as aresult of criminal activity within or inthe vicinity of the Condominium, WHETHER CAUSED OR ALLEGEDLY CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE

nvitee of the Owner or Tenant of such Unit, as aresult of criminal activity within or inthe vicinity of the Condominium, WHETHER CAUSED OR ALLEGEDLY CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE DECLARANT, THE ASSOCIATION OR THEIR RESPECTIVE OFFICERS, DIRECTORS, COMMITTEE MEMBERS, AGENTS, CONTRACTORS OR EMPLOYEES.

(f) Any obligation or liability of the Association which is borne by the Ass@tr under this Declaration, the Bylaws or the Regulations or to insist no custom or practice not strictly in accordance with the terms of t shall constitute a waiver of the right to thereafter demand st Declaration, Bylaws and Regulations.

aws or Regulations e with the terms of the 10.12 Additional Disclosures. Declarant make ollowing additional disclosures relating to the Unit and the Condominium: (a) The Condominium is lag traffic and noise from time to time and 4 oroughfares that may be affected by aptgved or widened in the future.

(b) The views and _natur t an Owner's Unit can change over time due to, among other things, addi ddvelop and the addition or removal of landscaping.

Owners should expect that Assessments can and will increase over time due in part ation and increases in the cost of certain items beyond the control of the Association, such cost of insurance premiums.

(g) It is acknowledged that there may be conditions outside of the Condominium which an Owner or Tenant finds objectionable and that is shall be the sole responsibility of the Owners and Tenants to become acquainted with the neighborhood conditions which could affect their enjoyment of the Unit.

(h) Concrete surfaces in the Building are subject to cracking due to (1) water penetration, (2) expansion and contraction of the concrete with temperature changes, (3) PAGE 25

r enjoyment of the Unit.

(h) Concrete surfaces in the Building are subject to cracking due to (1) water penetration, (2) expansion and contraction of the concrete with temperature changes, (3) PAGE 25 building settlement, or other causes.

(i) Condensation may appear on the interior portion of windows and glass surfaces and fogging of windows and glass surfaces may occur due to temperature disparities between the interior and exterior portions of the windows, glass and framing. If left unattended and not properly maintained by Owners and occupants, the condensation may result in staining, damage to surrounding seals, caulk, paint, wood work and sheetrock, and potentially, mildew and/or mold.

(j) No representations are made that the Systems in a Unit, including example only, heating and air conditioning and electrical systems, will operate or level or standard equal to or greater than the minimum specifications of the such Systems.

(k) Water may pond or puddle on various portions of the Co without limitation, the Parking Area.

including (1) EACH OWNER, BY ACCEPTANCE OF A/DEED O CONVEYANCE OF THEIR UNIT, HEREBY ACKNOWLEDGES A AGR THAT SOUND AND IMPACT NOISE TRANSMISSION IN A MULTI-TE DING SUCH AS THE CONDOMINIUM IS VERY DIFFICULT T NTRO THAT NOISES FROM ADJOINING OR NEARBY UNITS AND/OR ANICAL EQUIPMENT CAN AND WILL BE HEARD IN UNITS. DECLARAN MAKE ANY REPRESENTATION OR WARRANTY AS TO THE LEVEL O MPACT NOISE TRANSMISSION BETWEEN AND AMONG U OTHER PORTIONS OF THE CONDOMINIUM, AND EACH EBY WAIVES AND EXPRESSLY RELEASES, TO THE EXTENT ED BY APPLICABLE LAW, ANY SUCH WARRANTY AND CLAIM F O AMAGES RESULTING FROM SOUND OR IMPACT NOISE TRAD I ONE OR MORE COLUMNS RUNNING THROUGH OF THE UNIT. EACH OWNER SHOULD CONFIRM THAT

, TO THE EXTENT ED BY APPLICABLE LAW, ANY SUCH WARRANTY AND CLAIM F O AMAGES RESULTING FROM SOUND OR IMPACT NOISE TRAD I ONE OR MORE COLUMNS RUNNING THROUGH OF THE UNIT. EACH OWNER SHOULD CONFIRM THAT ause water intrusion and water penetrations and should be anticipated by e ers ccupants.

11. Mortgagee Protections Notice to Mortgagees.

All Mortgagees shall be entitled to receive the following notices in writing from the Association or any Owner exercising rights granted to it under this Declaration, which notice shall be sent promptly following the occurrence of the applicable event: (a) Notice of any proposed action which requires the consent of Mortgagees, which notice shall be given not less than thirty days prior to the desired effective date of such action; PAGE 26 (b) Notice of default by the Owner or grantor of a Lien Indebtedness on a Unit (the beneficial interest in which is held by that Mortgagee) in the performance of such Owner's or grantor's obligations, or delinquency in the payment of Assessments or charges owed by such Owner, which remains uncured for a period of thirty days; (c) Notice of any lapse, cancellation or material modification of any insurance policy or fidelity bond required to be maintained hereunder by the Association or by any Owner; (d) Notice of any damage or destruction to or condemnation of any portion @f the Condominium that affects either a material portion of the Property or the Unit securing a Mortgaxee's Lien Indebtedness, which notice shall be given promptly upon the Association's obtaining of such damage or destruction; and (e) Sixty days’ notice prior to the Association instituting any foreclos 11.2 Cure Rights.

Any Mortgagee shall have the right, but not the obligatio proper to be done in the tof. All payments so made

(e) Sixty days’ notice prior to the Association instituting any foreclos 11.2 Cure Rights.

Any Mortgagee shall have the right, but not the obligatio proper to be done in the tof. All payments so made € e-t6 prevent a default under this Declaration as the same would have been if made, done ahd performed by the Owner instead of by said Mortgagee. Any event of default under this Ht fu O e nature thereof cannot be remedied by Mortgagee shall be deemed to be he ate if (i) days after receiving written notice from the non-defaulting party setting forth the watt Y, af default, or prior thereto, the Mortgagee shall have acquired the property owned by the d ty (the “Acquired Property”) or shall have commenced foreclosure or other appropy d ie in the nature thereof; (ii) the Mortgagee diligently prosecutes any such pro on; (iii) the Mortgagee shall have fully cured any default in the payment of any gns owed the non-defaulting party hereunder within such thirty day period and ghd fherdqfter_continue to perform faithfully all such non-monetary obligations which do not of the acquired Property; and (iv) after gaining possession of the Acquired Property other obligations of the defe Declaration by, or enforcement of this Declaration against, any party shall nvalid the lien or any mortgage.

ssociation shall cooperate reasonably with any requesting party in regard to the satisfaction of requests or requirements by a Mortgagee; provided, however, such cooperation shall be at the sole cost and expense of the requesting party, and provided, further, that no party shall be deemed obligated to accede to any request or requirement that materially and adversely affects its rights under this Declaration.

11.5 Unpaid Assessments.

and provided, further, that no party shall be deemed obligated to accede to any request or requirement that materially and adversely affects its rights under this Declaration.

11.5 Unpaid Assessments.

Each Mortgagee holding a mortgage encumbering any Unit, which Mortgagee obtains title to such Unit pursuant to judicial foreclosure or the powers provided in such mortgage, shall take title to such Unit PAGE 27 free and clear of any claims for unpald assessments or charges against such Unit that accrued prior to the tlme such Mortgagee acquires title to such Unit.

11.6 Books and Records.

All Mortgagees, upon written request, shall have the right to: (a) examine the books and records of the Association, including current copies Declaration, Regulations, and financial statements, during normal business hours; (b) _ require the Association to submit an annual audited financial statement fo fiscal year within 120 days of the end of the Association's fiscal year, if one Is available prepared at the expense of the requesting entity if such statement is not otherwise Association; (c) receive written notice of all meetings of the Owners; a (d) designate in writing a representative to attend all such ings.

11.7 Material Changes.

‘ written notice prior to the effective e Map; (il) any termination of an deciston of the Owners to assume Sf the Condominium.

All Mortgagees, upon written request, shall be given th date of (i) any proposed material amendment to this Declare agreement for professional management of the P self-management of the Property, and (iil) any 11.8 Priority of Rights.

No provision of the Declaxp ed or applied to give any Owner priority over any right of any Mortgagee in the das s are not applied to restoration but are distributed to DECLARANT:

8 Priority of Rights.

No provision of the Declaxp ed or applied to give any Owner priority over any right of any Mortgagee in the das s are not applied to restoration but are distributed to DECLARANT: HERSCHEL HAWTHORNE, LLC a Texas limited liability company By: Printed Name: Alex Perry Title: Manager PAGE 28 STATB OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the day of 2020, by Alex Perry, Manager of Hersche! Hawthorne, LLC, a Texas Limited Liability Company, on Gehalf of the Company.

ELIZABETH WISDOM 4 Notary Public, State of Texasi ae Comm. Expires 04-06-2024 < Notery ID 126610488 PAGE 29 EXHIBIT A LEGAL DESCRIPTION Being Lot 18, Block 18/2030 of UNIVERSITY PLACE ADDITION, An Addition to the City of Dallas, Dallas County, Texas, According to the Plat thereof recorded in Volume \Page 37, Plat Records, Dallas County, Texas.

a > & : EXHIBIT B HAWTHORNE LUXURY CONDOMINIUMS DECLARATION-PHASE I Map PAGE 2 ALLEY Hawtho wnhomes =.

4220 Ha Ave.

Dall a peo EASE O 3226 HAWTHORN ARCHITECT: IKEMIRE ARCHITECTS UCTION GROUP 16660 DALLAS PARKWAY, SUITE #2900 B WNE, DALLAS TX 75209 DALLAS, TEXAS 75287 : hag PHONE: (972) 248-2486 SHEET INDEX “orm saa 4220 HAWTHORNE AVE = Wsto se 203: 132 4 &/2 m8 WO PENCE SHARED ACCESS DRIVEWAY SHARED ACCESS DRIVENAY BLOCK DALLAS, TENAS rtd, TOTAL ROOPED area!

[ feta k Cover Sheet & Architectural Site Plan nsctsn A-1- One Bedroom Floor Plans | TOTAL Coverace 8-1 2 Bedroom Floor Pians is oe 8-2 2 Bedroom Floor Plans B-3 2 Bedroom Floor Plans SONNE ME EE a West Building Plan First Floor 6 West Building Plan Second Floor West Building Plan Third Floor West Bullding Roof Plan West Building Right Elevation West Building Rear & Front Elevs.

West Building Left Elevation Window & Door Schedule & Details Wali Sections & Details

Building Plan Third Floor West Bullding Roof Plan West Building Right Elevation West Building Rear & Front Elevs.

West Building Left Elevation Window & Door Schedule & Details Wali Sections & Details Sections & Details Details Details L.L.C.

972-248-'587| ® INTERIORS PLANNING ARCHITECTS MIRE HYDRANT AwPREN 2Ao | 4222 HAWTHORNE AVE ' 4220 HAWTHORNE AVE LAST OF eRoMERTY IKEMIRE ARCHITECTURE ;€660 DALLAS PXWY. SUITE 2900 DALLAS. Tx 972-246-2486 FAX SITE PLAN DALLAS TENAS JOB* 22022 EXHIBIT C ALLOCATED INTERESTS UNIT# Square Allocated Footage Interest 4220-101 1950 12.607% 4220-102 1919 12.406% 4220-103 1919 12.406% 4220-104 1946 12.581% 4222-101 1950 12.607% 4222-102 1919 12.406% 4222-103 1919 12.406% 4222-104 1946 12.581% Total Square 15,468 Footage 100.00% Unofficial Copy 11 1.2 1.3 1.4 2.1 2.2 EXHIBIT D BYLAWS OF Hawthorne Luxury Condominium Association, Inc.

1. Offices, Definitions Registered Office and Agent. The initial registered office of Hawthorne Luxury Condominium Association, Inc. (the “Association’”) is 400 S. Record Street, 16'" FL, Dallas, Texas 7520 The initial registered agent of the Association is Alex Perry, whose office address is 3329 N.

Avenue, Dallas, Texas 75204.

Other Offices. The Association may also have offices at such other places wit State of Texas as the Board of Directors may from time to time determine o Association may require.

provisions of the Condominium Declaration of Hawthorne Lu Declaration). The Declaration is hereby incorporated 1 is finalized. Any capitalized terms not defined Declaration.

Membership in Association. Each Owner is4 ye the voting rights as provided in Sectiag>2 0 gtion.

General Meetings. All office of the Assoeiatig

inalized. Any capitalized terms not defined Declaration.

Membership in Association. Each Owner is4 ye the voting rights as provided in Sectiag>2 0 gtion.

General Meetings. All office of the Assoeiatig nual meeting of the Members will be held on the third Tuesday of the hour of 7:00 o'clock p.m.; provided, however, that should said day pers entitled to vote at each meeting, arranged in alphabetical order, with the residence of each and the number of votes held by each, will be prepared by the Secretary. Such list will be kept on file at the Registered Office of the Association for a period often days before the meeting and will be subject to inspection by any Member at any time during usual business hours. Such list will be produced and kept open at the time and place of the meeting during the whole time thereof, and will be subject to the inspection of any Member who may be present.

2.4 2.5 3.1 3.2 3.3 3.4 3.8 Call for Special Meetings. Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, the Certificate, or these Bylaws, may be called by the President, the majority of the Board of Directors or the holders of not less than one-half of all the votes.

Business transacted at any special meeting will be confined to the subjects stated in the notice of the meeting.

Notice. Written or printed notice stating the place, date and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than 15 or more than 30 days before the date of the meeting, either personally or by mail by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member of record entitled to vote at the meeting.

3. Directors

ither personally or by mail by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member of record entitled to vote at the meeting.

3. Directors exercised or done by the Members.

ha three and no more in the Certificate for the directors, and appoint Number and Election. The Board of Directors will cong than five directors. The initial Board of Directors membé replacement directors so long as it owns 25% of, footage of the Units in the Condominium; provided, however, not later th 0 diss after Declarant has conveyed to Owners other than Declarant title to 50% of the squa tage of the Units in the Condominium at least one of the members of the Board of D e elected at a special meeting of the Members. When Declarant owns wt KAS ombined square footage of the Units in the Condominium, the directors will Beek E as hereinafter provided, and each die elected and qualified.

Term of Office. Directg An a quorum, may choose a successor or successors. Each successor 1 be elected for the unexpired term of the predecessor in office.

Annual Meetings. The first meeting of each newly elected Board of Directors will be held without further notice immediately following the annual meeting of Members, and at the same place, unless changed by unanimous consent of the directors then elected and serving.

Regular Meetings. Regular meetings of the Board of Directors will be held semi-annually or more frequently if called by the President or by a majority of the Board of Directors members at such time and place as determined by the Board of Directors.

3.9 3.10 4.1 4.2 5.1 5.2 Special Meetings. Special meetings of the Board of Directors may be called by the President or

irectors members at such time and place as determined by the Board of Directors.

3.9 3.10 4.1 4.2 5.1 5.2 Special Meetings. Special meetings of the Board of Directors may be called by the President or Secretary on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of directors. Except as otherwise expressly provided by statute, the Certificate or these Bylaws, neither the business to be transacted, nor the purpose of any special meeting need be specified in a notice or waiver of notice.

Quorum. At all meetings of the Board of Directors, the presence of three of the directors is necessary and sufficient to constitute a quorum for the transaction of business and the act of three of the directors present at any meeting at which there is a quorum will be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Declaration, the Certificate or these Bylaws. If a quorum shall not be present at any meeting of Direct Director(s) present thereat may adjourn the meeting from time to time without notice oth announcement at the meeting, until a quorum shall be present.

4. Notices Formalities of Notices. Whenever under the provisions of the statutes/the até or these Bylaws, notice is required to be given to any director or Member, anfi i made as permitted to be given by mail will be deemed to be given States Mail.

Association under the provisions of the statute writingsigned by the personor personsgttitle in such notice, will be deemed equival ef such notice. Signing the minutes of any respect tosuch meeting.

Of the Association will be elected by the Directors and

gsigned by the personor personsgttitle in such notice, will be deemed equival ef such notice. Signing the minutes of any respect tosuch meeting.

Of the Association will be elected by the Directors and include a President a Treasurer. Any two or more offices may be held by the same person, excep es of President and Secretary and President and Treasurer may not be held by the ¥é4 Ye . Any such officer will have the powers and duties usually be appointed for such terms and will exercise such powers and perform termined from time to time by the Board of Directors.

President. The President will preside at all meetings of the Board of Directors; will see that orders and resolutions of the Board of Directors are carried out; sign all contracts, mortgages, tax returns, and other written instruments; co-sign all checks (except those on a monthly recurring nature previously approved by the Board of Directors), and promissory notes; appoint committee chairmen and Members of committees with the concurrence of the Board of Directors together with the Secretary, prepare, execute and certify amendments to the Declaration; and carry out such other duties as may be assigned by the Board of Directors or the policies adopted by the Board of Directors.

b. Secretary. The Secretary will perform or cause to be performed the following secretarial activities: record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; keep the corporate seal and affix it on all papers requiring said seal; serve notice of meetings of the Board of Directors and Members; keep the appropriate current records showing the ownership of Units and membership of the Association, together with their addresses; together with

e of meetings of the Board of Directors and Members; keep the appropriate current records showing the ownership of Units and membership of the Association, together with their addresses; together with the President, prepare, execute and certify amendments to the Declaration; and perform such other duties as required by the Board of Directors or the policies as adopted by the Board of Directors.

c. Treasurer. The Treasurer will perform or cause to be performed the following financial activities: receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by a resolution of the Board of Directors; co-sign all checks; cause an annual audit of the Association books to be made at the completion of each fiscal year; prepare an annual budget and a stateprgnt of meeting and deliver a copy of the budget and Assessments adopted by Directors to each Member. The Treasurer will perform such other duties-a 5.4 Salaries. All officers and directors of the Association shall serve other than his official capacity.

5.5 Tenure; Removal; Vacancies. Each officer of the Assad hold office for a term of one year or until his successor is chosen and qualified in ntil death, resignation or removal from office. Any officer or agent elec inted-by’the Board of Directors may be removed at any time by the affirmative vote 0 jority of the whole Board of Directors, but such removal shall be without prejudice 1 removed. If the office of any officer become by the Board of Directors. QS 5.6 Officers. The initial officers of the siati Te set forth below, and each shall serve for a term of one year or until,his s resignation or removal f ffit A erry - President te Clapper- Treasurer Sone Cavazos- Secretary 6. General Provisions

iati Te set forth below, and each shall serve for a term of one year or until,his s resignation or removal f ffit A erry - President te Clapper- Treasurer Sone Cavazos- Secretary 6. General Provisions fiscal year of the Association is the calendar year.

eAwill be no necessity for a corporate seal, but if there should be one, such seal shall scribed thereon the name of the Association and the word “TEXAS”. Such seal may be causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

6.3 Indemnification. The Association will indemnify any Director, officer or employee or former Director, officer or employee of the Association, against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason or being or having been such a director, officer or employee (whether or not a director, officer or employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he is found liable for gross negligence or willful misconduct in the performance of duty. The Association will pay or cause to be paid to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding. Such right 6.4 6.5 of indemnification will not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law or under any bylaw, agreement, vote of Members or otherwise.

Financial Records. The Association will (i) keep detailed financial records that comply with generally accepted accounting principles and that are sufficiently detailed to enable the

ers or otherwise.

Financial Records. The Association will (i) keep detailed financial records that comply with generally accepted accounting principles and that are sufficiently detailed to enable the Association to prepare a reseal certificate in accordance with Section 82.157 of the Texas Property Code and enable the Association to prepare condominium information sheets in accordance with Section 82.152 of the Texas Property Code; (ii) keep voting records, proxies, and correspondence relations to amendment to the Declaration; and (ili) keep minutes of meeting of the Association and the Board of Directors. The Association shall also obtain an annual independent audit of the records of the Association, and shall make that availabJeo all Owners.

Conveyance of Units inthe Condominium. Within 30 days of acquisition, an the Condominium will provide the following to the Association: Owner's mailing address and telephone number; Contact information for any lienholder and the loan number; Contact information for any tenant leasing space in it} Contact information for any property manager of, Bo of 7. Amendments bers voti person or by proxy at a duly is present.

The Board of Directors of the Association has adopted these Bylaws as the initial bylaws of Hawthorne Luxury Condominium Association, Inc., a Texas non-profit corporation, to be effective as adt= Director of the 2.6 day of x4 , 2020 “Dp, EXHIBIT E CERTIFICATE OF FORMATION OF HAWTHORNE LUXURY CONDOMINIUM ASSOCIATION, INC.

Form 202 | Filed in the Office of the Secretary of State of Texas Filing #: 803533562 01/30/2020 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 7 Document #: 942095410004 _ Certificate of Formation Image Generated Electronically

e of Texas Filing #: 803533562 01/30/2020 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 7 Document #: 942095410004 _ Certificate of Formation Image Generated Electronically Filing Fee: $25 Nonprofit Corporation for Web Filing Article 1 - Corporate Name The filing entity formed is a nonprofit corporation. The name of the entity is : Hawthorne Luxury Condominium Association, Inc.

Article 2 — Registered Agent and Registered Office TA. The initial registered agent is an organization (cannot be corporation named above) by the OR B. The initial registered agent is an individual resident of the state whose name is se Name: Alex Perry C. The business address of the registered agent and the registered office address is; Street Address: 3329 N. Haskill Avenue Dallas TX 75204 Consent of Register ent TA. A copy of the consent of registered agent is attached.

OR VB. The consent of the registered agent is maintainéqB thee which must be a minimum of three, tha fte-tritial board of directors and the names and addresses of the persons who are to serve as direct6rg’w nual meeting or until their successors are elected and qualified are set forth below.

Director 1: Alex Perry Address. 3329 N. Haskill A allas TX, USA 75204 Director 2: Sone Title: Director Address: 400 S. Re te 1600 Dallas TX, USA 75202 Director 3: Kate Title: Director treet Ste 1600 Dallas TX, USA 75202 Title: Director Article 4 - Organization Structure i A. The corporation will have members.

or [ 8B. The corporation will not have members.

Article 5 - Purpose The corporation is organized for the following purpose or purposes: To exercise all of the powers and privileges and perform the duties, obligations and purposes of the Association as set forth in the Condominium Declarations of

for the following purpose or purposes: To exercise all of the powers and privileges and perform the duties, obligations and purposes of the Association as set forth in the Condominium Declarations of Hawthorne Luxury Condominiums, copies of which are recorded in the Official Public Records of Dallas County, Texas.

Supplemental Provisions / Information [The attached addendum, if any, is incorporated herein by reference.] Effectiveness of Filing lA. This document becomes effective when the document is filed by the secretary of state.

OR TB. This document becomes effective at a later date, which is not more than ninety (90) days from its signing. The delayed effective date is: Organizer The name and address of the organizer are set forth below.

Brett Field 8350 North Central Exp Execution The undersigned affirms that the person designated as registered agent hag undersigned signs this document subject to the penalties imposed by law fraudulent instrument and certifies under penalty of perjury that the under$ law governing the entity to execute the filing instrument.

Brett Field Signature of organizer.

FILING OFFICE COPY : appointment. The sian-ot a materially false or prized under the provisions of EXHIBIT F ORIGINAL TAX CERTIFICATES [follow this page] & a & SS DALLAS COUNTY TAX OFFICE = 1201 Elm Street, Suite 2600 Dallas, Texas 75270 JOHN R. AMES, CTA www.dallascounty.org/tax | 214-653-7811 TAX ASSESSOR/COLLECTOR email: [email protected] TAX STATEMENT ML UOT A Account: 00000196300000000 HERSHEL HAWTHORNE LLC Property Description: 3329 N HASKELL AVE 4220 HAWTHORNE AVE, DA DALLAS, TX 75204-0000 UNIVERSITY PLACE BLK 18/2030 LOT 18 INT201600178149 DD06302016 CO2030 018 01800 1002030 018

THORNE AVE, DA DALLAS, TX 75204-0000 UNIVERSITY PLACE BLK 18/2030 LOT 18 INT201600178149 DD06302016 CO2030 018 01800 1002030 018 Taxing Jurisdictions included in this statement: HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING A.

PAYMENT OF THESE TAXES.

HAVE TO A POSTPONEMENT IN THE IF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED, AND YOU OCCUPY THE PROPER BEDAN THIS DOCUMENT AS YOUR RESIDENCE NO DELI S ARE DUE AT THIS TIME Total Due If Paid By Pay taxes online at: APRIL 30, 2020 $0.00 www.dallascounty.or, JUNE 01, 2020 $0.00 eck may be converted to electronic funds transfer aturn this Portion With Your Payment Account; 000 380080000 oo00000000001090L03000000000000000000000000000001 Total Due If Paid By APRIL 30, 2020 Remit To: JUNE 01, 2020 JOHN R. AMES, CTA HERSHEL HAWTHORNE LLC P O Box 139066 3329 N HASKELL AVE Dallas, Texas 75313-9066 DALLAS, TX G5219000 $0.00 $0.00 v35.1.30 EXHIBIT G TITLE EXCEPTIONS Unofficial Copy COMMITMENT FOR TITLE INSURANCE T-7 ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's fees, and expenses resulting from: L.

The following restrictive covenants of record itemized below (We must either insert specific recofding data gr delete this exception): Item 1, Schedule B is hereby deleted.

Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroac’ of improvements. Company has approved the current land title s Homestead or community property or survivorship rights, if any of al Policy only.)

r shortages in area or boundary lines, or any encroac’ of improvements. Company has approved the current land title s Homestead or community property or survivorship rights, if any of al Policy only.)

Any titles or rights asserted by anyone, including, but not limited ‘9, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shorgs or b¢dg of oceans, or o> to lands beyond the line of the harbor or buf to filled-in lands, or artificial islands, to statutory water rights, including rig to the area extending from easement along and acrosé ¢ (Applies to the Owner's Policy, sacs Standby fees, taxes and asse and assessments by any taxifig bed in Schedule A, if the land is part of the homestead of the owner. (Applies to the Loan Title Policy Binder struction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.)

Liens andTeases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Loan Policy (T-2) only.)

The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy of Title Insurance (T-2R). (Applies to Texas Short Form Residential Loan Policy of Title Insurance (T-2R) only.) Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy of Title Insurance Form T-7: Commitment for Title Insurance Page 2 Continuation of Schedule B GF No. 1610048PC (T-2R).

10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. Rights of parties in possession.

PC (T-2R).

10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. Rights of parties in possession.

b. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, toge Schedule B or not. There may be leases, grants, exceptions or reservations of mineral not listed.

Cs Any rights, interests, or claims which may exist or arise by reason of the follow survey, Job No.: 1610516 Dated: 6/7/16 Prepared by: Thomas William Mauk, RPLS # 5119 Matters shown: 1) Any claim or liability related to the fence being inside o e east or west side of the property line.

2) Overhead Electric Service Line as shown on th ey.

Form T-7: Commitment for Title Insurance Page 3 COMMITMENT FOR TITLE INSURANCE T-7 ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY SCHEDULE C Your Policy will not cover loss, costs, attorneys’ fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1, Documents creating your title or interest must be approved by us and must be signed, notarized and filed f 2. Satisfactory evidence must be provided that: a. no person occupying the land claims any interest in that land against the persons name A, b all standby fees, taxes, assessments and charges against the property have begn c all improvements or repairs to the property are completed and Accepte contractors, laborers and suppliers have been fully paid, and th attached to the property, d. there is legal right of access to and from the land,

or repairs to the property are completed and Accepte contractors, laborers and suppliers have been fully paid, and th attached to the property, d. there is legal right of access to and from the land, e. (on a Loan Policy only) restrictions have not been a) i e violated that affect the validity and priority of the insured mortgage.

3. You must pay the seller or borrower the agreed x ty or interest.

or interest insured, that arises or is filed after the effective date 0 4. Any defect, lien or other matter that may OH j of this Commitment. © 5. Prior approval from Regiona g e obtained if the subject transaction involves the proposed issuance of (i) an Owner’s P¢ per’ entity who purchased the subject property at a foreclosure sale, or (ii) a Loan Policy insuring a iby seich person or entity on the subject property.

ot disclose any open Deeds of Trust of record. If you should have 6. Please be advised that oyrses A pation, please contact the Title Department immediately for further review prior Judgments that are of record against persons with similar or the same name as that of In order to complete this report, the Company requires a Statement of Information to ing vestee(s), which may allow and assist in the elimination of some or all of the said After review of the requested Statement of Information, the Company reserves the right to or make further requirements prior to the issuance of any Policy of Title Insurance.

NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in

rch includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file.

8. In order to complete this report, the Company requires a Statement of Information to be completed by the Form T-7: Commitment for Title Insurance Page 4 Continuation of Schedule C GF No. 1610048PC 10.

11, following party(s), Party(s): Frances Jones NUMEROUS BANKRUPTCIES The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information.

NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Stat¢me Information assists the Company in the elimination of certain matters which appear to involve the fact affect another party with the same or similar name. Be assured that the Statement of Inform and will be kept strictly confidential to this file.

The Company must be furnished with a marital affidavit from each record owner from¢ acquisition of subject property to the present time. The spouse of each record owner, of subject property.

The following note is for informational! purposes only: The following deed(s) affecting said land were recorded within twe ‘our (2 nths of the date of this report: None found of record.

The last Deed found of record affecting the Land was recor tember 29, 2003 at Volume 2003193, Page

ing said land were recorded within twe ‘our (2 nths of the date of this report: None found of record.

The last Deed found of record affecting the Land was recor tember 29, 2003 at Volume 2003193, Page 5018, Real Property Records, Dallas County, Texas, wherein tee acquired the subject property.

with seller's social security number or tax plete IRS Form 1099B.

Except in an exempt transaction, the Compan identification number and all other information O Authorized Signature = Filed and Recorded Official Public Records John F. Warren, County Clerk Dallas County, TEXAS 05/26/2020 01:32:53 PM $218.00 202000130069 Form T-7: Commitment for Title Insurance Page 5