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ELECTRONICALLY RECORDED 202000130070 05/26/2020 01:32:54 PM CONDOMINIUM 1/47 CONDOMINIUM DECLARATION OF HAWTHORNE LUXURY CONDOMINIUMS - PHASE II This Condominium Declaration is made and established to be effective as of April 1, 2020, by Declarant.

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

B. Declarant desires to create a Condominium pursuant to the provisions of } 1.1 Terms Defined. As used in thige forth below: able and non-exclusive easement and right of nit as may reasonably be necessary for: (i) the of the Common Elements thereon or accessible “Access Basen A pepe access and entry on, ove, da Common Elements 6 A (ili) the evacuation of all or any part of the Property in the uch other reasonable purposes as are deemed by the Association to be § er the performance of the obligations of the Association as described herein arid niform Condominium Act, Texas Property Code, Chapter 82, Section 82.00 letsStq, & ded from time to time.

Allocated Interests” The undivided interests in the Common Elements and the >penses allocated to each Unit, as reflected on Exhibit C.

“Assessments” Monthly Assessments and Special Assessments, together with dues, ; charges, interest, late fees, fines, collection costs, attorneys’ fees, and any other amount due to 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, 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.

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 Direct and attached hereto as Exhibit D, as amended from time to time.

the following boundary designations: (a) vertical boundary lines between & Unit and a Common Element hallway are the centerline of the wall betwee centerline of the wall between such Unit and the Common Elemé thereby including within each Unit all studs, lath, furring, the exterior wall of the building is the interior face of the[exteriof curtain wall glass, and the vertical boundary between a Unit and the concrete core if gr of 6” of such core or such lesser amount if the core is less than 12” in which case the ical Hoyndary between a Unit and the concrete core is 1/2 of the width of such conéte e i i i studs, lath, furring, wallboard, plasterboard, plas other materials constituting any art of the finished boundary lines of the Units are from the top of of the ceiling joist, including within subflooring on the floors and all la nanclings tiles, wallpaper, paint, and any ace of the wall or core; and (c) horizontal ed surface of the floor to the bottom are pads. wood or tile rooms or “Certificate” The State of Texas and attach

nanclings tiles, wallpaper, paint, and any ace of the wall or core; and (c) horizontal ed surface of the floor to the bottom are pads. wood or tile rooms or “Certificate” The State of Texas and attach pietNS Easement” A perpetual, irrevocable arid non-exclusive easement on Elements for ingress to and egress from each Unit together with the access, use and enjoy the Limited Common Elements appurtenant to such gs, or financial fabilities of the Association that are incurred pursuant to the provisions of D éciaration, the Bylaws or a resolution duly adopted by the Board of Directors or the ers.

“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 remainde r 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.

“Declarant Control” means the period commencing on the date of the De€la continuing until the date that is one hundred twenty (120) days after the date that-d less than 75% of the combined square footage of the Units that may be g¢ recorded in the Official Public Records of the County.

til the date that is one hundred twenty (120) days after the date that-d less than 75% of the combined square footage of the Units that may be g¢ recorded in the Official Public Records of the County.

“Declaration” This Condominium Declaration for Hawt Condominium and all recorded amendments thereto, which-Stra Public Records of the County.

“Development Rights” means a right or combina to the Condominium; (ii) create Units, Genera Commds Elements within the Condominium; (iii) subdivid Common Elements; or (iv) withdraw real property Rights so reserved may be exercised by Declage and at all times while Declarant owns Condominium, or for such lesser ti Om the Condominium. The Development extent and only if permitted by the Act bther real property interest in the sement, the Common Elements Easement, the e Utility Easement, and the Vertical Access “Governmental Impositions” All real estate and personal property taxes, charges, ASS ents, standby fees, excises and levies, and any interest, costs or penalties with respect eréto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or after the execution hereof, may be assessed, levied 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.

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 equipmep in Exhibit A attached to this Declaration, together with all and singula appurtenances pertaining thereto.

alyStatutes\ruhags, rules, {inicipa authofity in any alapphicable restrictive flisaster laws and “Legal Requirements” Any and all present and future judic; regulations, permits, certificates or ordinances of any federal, state o way applicable to any Owner, any Unit or the Property ai covenants, zoning ordinances, subdivision and_ buildg “Lien Indebtedness” Any bona fide indébtédness, witteh4sthe result of an arm's length negotiation, that is secured by a lien or encumbragc&upon a Unit or any part thereof incurred by Declarant or any Owner, including any | Ness extended in connection with the purchase, development, finish-out, construct yg or rehabilitation of any Unit.

“Limited Common Elements’ allocated by this Declaration and the described in Subsection 2.2(d) of, é j RéCnance in good repair and in an attractive and clean condition, includiy 6 dhe upkeep, repair and restoration necessary to maintain the Condominium or applicéble, in a condition reasonably suitable for its intended purpose.

“Monthly Assessment” The monthly assessment established pursuant to Subsection 6.1

ion necessary to maintain the Condominium or applicéble, in a condition reasonably suitable for its intended purpose.

“Monthly Assessment” The monthly assessment established pursuant to Subsection 6.1 Of this Declaration 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 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 gn tht (exclusive of the Parking Spaces of the Residential Units) used for the parking ofautom by the guests of Owners, Tenants and other occupants.

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

inium (the garage) used “Parking Spaces”)

ng Easement” means a perpetual, irrevocable and nou covering the Parking Area, as shown on the Map, for the purposes of security of and relating to such area.

inium (the garage) used “Parking Spaces”) “Parking Space” means a physical portion of exclusively for parking of automobiles by an Owner (col “Past Due Rate” The maximum lawful r interest under Texas law or, if there is not a maximum lawful rate, the rate of 18% per annu “Person” Any individual, KP venture, estate, trust, unincorporated a behalf of any of the foregoing.

“Phase I” The Build gtship, limited liability company, joint 1 any fiduciary acting in such capacity on ing lgcafe' “Phase II” The Budding 222 Hawthorne Avenue, Dallas, Texas 75219.

“Property” ‘ De provements.

“Regulatio es ‘and regulations of the Association adopted by the Board of Directors and relat, pearance, use and occupancy of the Property, including exterior appearance, use and/O«cup of the Units and Common Elements, as amended from time to time.

dnd all rental or other income received by any Owner in connection with sidential Units” The eight Units designated for residential purposes (each being a esidential Unit”), as more particularly described in Subsection 2.2 (c) of this Declaration, and “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

pment 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 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.

PAGE 5 “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 support of all foundations, footing, columns, girders, support beams and any and all other sfruétural 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, elect e Air compressors, air handlers, chillers and other systems used in the producti C8 and/or transmission of air, water, gas, electricity, communications audio and video signals.

“Taking” The taking or threat of taking of all or 4 or quasi-public use, by eminent domain proceedings or o quasi-governmental agency or by an action in the nature of or temporary) or the sale or other transfer of th perty i ye Property for any public 4 governmental agency or ain (whether permanent “Tenant” Any Person having the rig to a lease granted by an Owner.

pintum that is designated for separate ownership

h perty i ye Property for any public 4 governmental agency or ain (whether permanent “Tenant” Any Person having the rig to a lease granted by an Owner.

pintum that is designated for separate ownership picted on the Map) with the unrestricted right of includes: (i) all Systems that exclusively serve y outside the boundaries of such Unit, (ii) the finish or occupancy (the boundaries of ingress thereto and egress, here fy such Unit though such Syste materials, fixtures and/apf g components of the B g ich’such Unit is located and (y) Systems that serve more than one Unit, all as s Q i i i ili undivided interest, ‘gppu o the Unit, in and to the Common Elements, and (iv) the Parking Space that is part d P eSidential Unit.

ent’? means a perpetual and irrevocable easement for supplying utility e Condominium.

ttval Access Easement” means a perpetual and irrevocable easement for access to pinium through the stairways located within the Building to use and enjoy the “Working Capital Contribution” means an amount equal to two months of dues paid by Owner in purchasing a Unit is to be contributed by each Owner (other than Declarant) into a ofid maintained by the Association as provided in Subsection 9.3 of this Declaration. In the event of 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

der 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 until this Declaration is revoked or terminated in the manner herein provided.

(b) Map. The Map sets forth, inter alia, the following: (1) a general descriptiog a plan of the Condominium; (2) the location and dimension of all real property sddj ae pe ant Rights; (3) all Improvements, Ie the Ls each Unit showing its Buildt Ati certification as to compliance with Section 82.059 of the Act. The di Unit were measured using vertical boundary lines described in t DECLARANT SHALL NOT BE LIABLE TO ANY OWNER AS A OWNER, BY ACCEPTING A DEED TO A UNIT, ACTION AGAINST DECLARANT.

2.2 Description of Units. Subject to the resg Declaration, the units shall include the followi (a) Intentionally deleted.

halt include all Systems serving the Residential Unitsexclusively, 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.

G) Intentionally deleted.

PAGE 7 (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,

ted.

PAGE 7 (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.

(1) Declarant’s Intention. The detailed descriptions of the Units, the Limited Common Elements, and the General Common Elements provided in this Subsection 2.2 represent th intention of Declarant. However, in the event of a discrepancy between the above descriptj Map, the Map shall control.

Center Wall Measurement Method and shall be the Allocated Int¢ in Exhibit C. The Common Elements shall remain undivided.

held by more than one Owner be subject to physica or be entitled to maintain an action for the eo p Any purported conveyance, judicial sale, interestinthe Common Elements without the void ab initio.

of a Unit or the Common Elements.

or involuntary transfer of an undivided such Common Elements are allocated is 2.5 Permissible Relation (a) Ownership 9 ona lowed by the words “Hawthorne Luxury Condominiums, located in the , Texas” with further reference to the recording data for this Declaration any amendments to the Declaration). Each such description shall be good and ownership, conveyag ee aye er, fease or encumbrance of a Unit shall legally describe such Unit by its lien creatéd 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.

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.

(a) Residential Units. The Residential Units shall be used or occupied solely for residential PAGE 8 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.

commercial purposes. No Residential Unit Owner may lease less than an entire Residential UA each lease shall be submitted to the Association promptly following execution (provided terms of a lease may be redacted from the copy submitted to the Association).

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

3.2 Architectural Control. Each Unit shall also be subje signage, architectural standards and such other matters as shall be dg as set forth in the Regulations, which shall at all times be consistent ¢ and Legal! Requirements.

3.3 Reservations by Declarant. To the extent while Declarant owns any Unit or any other real property int as may be permitted by the act, Declarant reserves, as a part rights: (i) to make and record corrections to the Map improvements, the actual size and location of { i Improvements as Units, General Common Elen¢ limitation, the right to record changes to the Ma ly if petmitted“by the Act, and at all times in the Condominium or for such lesser time pecial Declarant Rights, the following

s, General Common Elen¢ limitation, the right to record changes to the Ma ly if petmitted“by the Act, and at all times in the Condominium or for such lesser time pecial Declarant Rights, the following nant having the right to occupy any portion of a Unit pursuant to a lease granted automatically be deemed to have agreed to strictly comply with the provisions of Due Rate, 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, if any, 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 purposes and those uses appurtenant to parking purposes by the Owners and their respective Tenants, guests, PAGE 9 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 and Vertical Access Easement for the benefit of the Association and each Unit and Owner. Each Ow by virtue of this Declaration, accept the deed to such Unit subject to the Parking Easement, Acces

ment and Vertical Access Easement for the benefit of the Association and each Unit and Owner. Each Ow by virtue of this Declaration, accept the deed to such Unit subject to the Parking Easement, Acces and the Utility Easement and further subject to the Support Easement and Vertical Access Ease Public Records of the County, specifically locating or relocating the 4 recordation of this Declaration, and the Owner of each Unit, by agce e-deed to a Unit, hereby thereafter an irrevocable power of attorney, coupled with an interest, with full power and auth locate the Utility Easement.

(b) Declarant hereby reserves for both the ant, prior to the termination of Declarant Control, and the Association, after the termination of De ntrol, the right to grant easements for (c) The Association may dispens the Units and Common Elements. In the even Ation chooses to provide such pest control, the Association and its duly authorized contragtors Patives and agents shall have an easement to enter Units for the purpose of dispensing ¢hsmick xterminating of insects and pests within the Units and settlement or other circumstdnse, ‘apy portion of the Common Elements encroaches upon any Unit, an such encroachment and for the maintenance of the same is hereby granted and conveyeg reconstruction, repai settlement or other circumstance, any portion of any Unit encroaches upon e the other Unit, an irrevocable and perpetual easement for such encroachment é>of the same is hereby granted to the Owner of the encroaching Unit. Such primarily the 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

ing (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.

4, Matters Regarding the Association.

4.1 General. The Association has been incorporated as a nonprofit corporation under the Texas PAGE 10 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 shall be entitled to cast one vote. Any matter described as requiring approval by astated percentage or majority of Owners shall mean a stated percentage or a majority of the vote of the Owners. In thé of a tie, the Board of Directors shall have the authority to cast the deciding vote.

hereof or to perform its duties and responsibilities hereunder.

5. Maintenance, Alterations, 5.1 Maintenance.

and expense in accordance with the Maintena limitation, all Systems that serve only or are ap ecessitated by the willful or negligent misuse therefor by Unit, in which event such costs and expenses shall .constitute Parking Area, or to the Com the Owner, the occupants of pk to a Unit done by or on behalf of the Owner shall be done in a

use therefor by Unit, in which event such costs and expenses shall .constitute Parking Area, or to the Com the Owner, the occupants of pk to a Unit done by or on behalf of the Owner shall be done in a aterials of equal or better quality than the material removed and shall 6 impair the structural soundness or integrity or to alter the exterior nit. In the event an Owner fails to discharge the Owner’s maintenance ¢ thereof shall be and constitute a lien upon such a Unit which lien may be enforced 8 provided for the enforcement of Assessment liens pursuant to the provisions of pairs orreplacement are the result of the misuse of algae of any Owner, or ‘its guests or 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 aCommon 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 orconstrued as relieving any Owner from liability or 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 PAGE 11 Owner may make such alterations, additions or improvements to Limited Common Elements withoutthe prior

or improvements made by an Owner to a Limited Common Element appurtenant to such Unit. No PAGE 11 Owner may make such alterations, additions or improvements to Limited Common Elements withoutthe 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, snow orice which may leak or flow from any portion of the Common Elements or from any pipe, drain, conduit, appliance orequipment which the Association is responsible to maintain hereunder. The Association shall not be liable to any Owner, Tenant or other occupant of any Unit, or any guest or family of same, for loss or damage theft or otherwise, of any property, which may be stored in or upon any Common Elements. The Associa be liable to any Owner, Tenant, or other occupant for any damage or injury caused in whole or‘# (d) Intheeventa dispute shall arise among Owners asto the proper party or expense, the Board of Directors shall be entitled to resolve such diapute, pio herein shall be deemed or construed as limiting an Owner's right to hav interpreted by a court of competent jurisdiction; provided further, hg disputed shall be paid in accordance with the determination of the Boa any such legal proceedings.

services more than one Unit, or any warranty in Association and being incompliance with all Re Owner shall be entitled to make any alterg appurtenant to more than the Unit u improvement to the Limited alterations, additions and i specifications approved in nor any Owner shall have tb grations, additions and improvements made pursuant to this Subsection shall

an the Unit u improvement to the Limited alterations, additions and i specifications approved in nor any Owner shall have tb grations, additions and improvements made pursuant to this Subsection shall and expense of the Owner making such alteration, addition, or improvement.

wdling reasonable attorneys’ fees, directly or indirectly arising from or attributable to the oval of any alteration pursuant to this Subsection 5.2.

a“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 requesting the same, or against the Common Elements. Each Owner shall indemnify and hold harmless each 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.

PAGE 12 (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 liability arising out of the Owner's ownership of an undivided interest in the Common Elements or members the Association; C (2) insurance trust agreements will be recognized;

policies with respect to liability arising out of the Owner's ownership of an undivided interest in the Common Elements or members the Association; C (2) insurance trust agreements will be recognized; (3) any right of subrogation of the issuer against individual Owners_is We (6) no action or omission by any Owned Association, will void the policy or be a conditiga and 15 days' prior written notice to e4 the case of non-payment of fNease 10 days written notice of cancellation shall be , and each listed Mortgagee.

(d) The Board’of-Bijres shall have the express authority, on behalf of the Association, to name as insured an auth 74} resentative, including any trustee (or successor thereto) with whom the A 1 1 (which appointment shall be deemed a power coupled with an interest), together with any ee, successor trustee or authorized representative designated by the Association, as such attctney-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 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

arket 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.

PAGE 13 (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 limitation, insurance covering all alterations, additions, betterments and improvements to Owners’ Units, liability insurance for all officers, directors, trustees and employees of the Association. The premiums for all insurance coverages maintained by the Association pursuant to this Section shall constitute a Common Expense and be payable by the Association.

evidence of such insurance, the Association may purchase such insurance on behalf of the cost to the Owner as an Individual Assessment. Each Owner shall be responstb betterments and improvements to such Unit and all other personal prope p it ONCOnstituting a part thereof and shall furnish the Association with a copy of such insurance” all be responsible for obtaining and maintaining at such Owner's sole cost and expénge hility insurance as may be appropriate. Nothing herein shall be deemed or construed as prohib assessments or other governmental impositio separately billed to the Owners shall constitute a efvices used in connection with the use and maintenance ommon Expense and be payable by the Association.

atiOn shall possess the right, power, authority and obligation to establish a regular

stitute a efvices used in connection with the use and maintenance ommon Expense and be payable by the Association.

atiOn shall possess the right, power, authority and obligation to establish a regular icient in the judgment of the Board of Directors to pay all Common Expenses when pout limitation, charges relating to maintenance and repair of elements of the Property not the 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, 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 PAGE 14 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 setting forth each Owner's monthly share thereof and the date as of which such Monthly Assessment commences to be payable. No further communication shall be necessary to establish the amount of each Owner's obligation

h Owner's monthly share thereof and the date as of which such Monthly Assessment commences to be payable. No further communication shall be necessary to establish the amount of each Owner's obligation regarding the Monthly Assessment payable hereunder, and the failure of the Board of Directors to timely deliver the Budget provided for herein shall in no event excuse or relieve any Owner from the payment of the Monthly Assessments contemplated hereby. Any Budget prepared and delivered to the Owners as hereby contemplated may be amended as and to the extent a eaen necessary and the amount of each Owner's (d) Security or the increased cost thereof shg cost reflects a fair market price for the services et (e) Notwithstanding Subsections 6.1 @ to the contrary, it is acknowledged and agreged agreed to by a majority of the Owneggs at a pofnt 1 the Property. There will be a tra Kid erie and until such time as 50% percent of the Residential Units have been conveyed b e “Base Period”), the ten percent caps described in Subsections 6.1(b) above shall not apply, increases and adjustments ofg¢ following the Base Perjed hereby “Exe€pt 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 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

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 PAGE 15 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 the same manner and with the same consequences as the Monthly Assessment and any duly authorized Special Assessment.

6.4 Obligation to Pay Assessments. Each Owner shall be personally obligated to pay their respective Assessments duly established pursuant to this Section 6 and Section 7. Unpaid Assessmepts due Owner (other than such new Owner's pro rata share of any reallocation thereof); however, the fe shall continue to be personally liable for such unpaid Assessment. No Owner shall be entitled"te a-court of competent ectors to collect any such notice delivered to the Act, against each Owner's Unit, the Rents, if any, payable to any Unit Owner and I hich a Unit Owner may be entitled, to secure the payment of all Assessments, which i of the Association, upon such Owner's Unit, the aqd afiy insurance Proceeds. The liens established the liens for unpaid taxes, assessments and other which the Assessment beca d umbrances created herein may be enforced by any means governmental impositions.

available at law or in equity, such sale (including notice there

axes, assessments and other which the Assessment beca d umbrances created herein may be enforced by any means governmental impositions.

available at law or in equity, such sale (including notice there ucb@wner's Unit grants to the Association a power of sale in connection with the Mitten resolution, the Board of Directors may appoint, from time to time, an officer, 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.

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 PAGE 16 foreclose its lien.

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

6.9 Statement of Common Expenses and Access to Records. The Association shall pra provide any Owner, contract purchaser, or Mortgagee so requesting the same in writing with a statement of all unpaid Assessments for Common Expenses due with respect to such Unit. ary! of Directors may impose a reasonable charge for the preparation of such statement to the exten

riting with a statement of all unpaid Assessments for Common Expenses due with respect to such Unit. ary! of Directors may impose a reasonable charge for the preparation of such statement to the exten audited statement of the Association prepared at its own expense.

7. Loss and Obsolescence.

7.1 Loss or Damage.

The following provisions shall govern in the e he Impr ents, or any part thereof, are damaged or destroyed by fire or other casualty: (a) Notice to Mortgagees, Proygt wfitfen ice“of any such substantial damage or destruction shall be given to all Mortgagees.

(b) Restoration and Repair. # shall promptly proceed with the AM] res Owners holding not less than 67% of the Allocated bor assigned Limited Common Element that will not be the Association in separate accounts for each Owner according to the Allocated ¢ Owners, and be applied, without contribution from one such account to another, as (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; (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.

PAGE 17 7.2 Damaged Units.

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

Interests vote not to rebuild.

7.3 Matters Relating to Restoration and Repairs.

s. Prompt written notice of any such substantial da or destruction shall be given to the Mortgagees of the Damaged Unit.

Interests vote not to rebuild.

7.3 Matters Relating to Restoration and Repairs.

similar to that existing prior to such damage or destrug Association be responsible for restoring, repels Owner, or the contents located in such Owner's the Association or any Owner, shall be effectedi , bYare a part of, individual Units), are obsolete, the Association shall replacements and improvements thereto pursuant to a budget ine ecessap Gey the cost thereof shall be and constitute a Special Assessment payable by Q days/of the date notice of such Special Assessment is delivered to them by the 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 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 7, to take any and all actions, and to execute and deliver any and all instruments, as the Board of Directors PAGE 18 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

y 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, asany 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, to do and perform all actions necessary or appropriate to effect the intent and purposes of this Section 7 as aforesaid, including, without limitation, the power and authority to make and settle claims under any insurance policies maintained by the Association, contract for and with respect to restoration and repair work, contract for and with respect to replacements and improvements to the Common Elements (to the extent a d as contemplated by Subsection 7.4 of this Declaration), to contract for and with respect to a sale o (to the extent contemplated by Subsection 7.5 of this Declaration), and to execute and deliyé necessary or incidental to any such actions.

8. Condemnation 8.1 General Provisions e of suchyproceeding to all Owners and to all the Board of Directors shall be a Common attorneys, appraisers, architects, engineers, expert wit its discretion deems necessary or advisable to, damages or awards for any such Taking shall be“dg in any case such damages or awards shall be appli the Property following a partial Taking gha e Board of Directors, acting as trustee, and herein provided. Any restoration or repair of ed in accordance with the provisions of this 8.2 Taking If one Owner's Unit te qHal part thereof such that ownership, operation, or occupancy of the é in ‘accordance with the originally intended use of the Unit is impossible or

rovisions of this 8.2 Taking If one Owner's Unit te qHal part thereof such that ownership, operation, or occupancy of the é in ‘accordance with the originally intended use of the Unit is impossible or kitfg, and such Owner shall vacate and abandon the Owner's Unit by virtue y Mortgagee of such Owner shall be entitled to the award for such Taking, s{ is acquired, and after payment thereof, such Owner and Owner's Mortgagee shall est in the Property. The condemned Unit's entire Allocated Interest shall be 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 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 PAGE 19 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.

19 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.

If an action is brought to effect a Taking of the Common Elements together with or apart from any Unit, the Board of Directors, in addition to the general powers set out herein, shall have sole authgrity to shall be determined for such Taking as a whole and not for any Owner's interest there, .

or awards for such Taking are determined, such damages or awards shall be held b dd f ® irectors, s-existed in the Limited dble, call a meeting of the Svother fand or building additional structures, ed by instrument executed by the Board of Common Elements should be replaced or restored by obtals this Declaration and the Map attached hereto shall be dul Directors on behalf of the Owners and duly recorded.

8.4 Taking of All Units.

If a Taking occurs that results in the square footage of the Land, then Up ya b and the following shall apply: Units comprising less than two-thirds of the total for such Taking shall be determined for each Unit (a) The Board operational or habitable fo Property and the reduced size B a irectors shall determine whether it is reasonably practicable to operate the X the Unjis as a mixed use condominium project in the manner provided in this etermine which of the Units damaged by such Taking may be set’forth in the Declaration, taking into account the nature of the.

ixed use condominium project, then the Property shall be deemed to be regrouped and merged gt State owned jointly in the undivided interest by all Owners, as tenants-in-common, in the ef the Allocated interest of each Owner.

ject, then the Property shall be deemed to be regrouped and merged gt State owned jointly in the undivided interest by all Owners, as tenants-in-common, in the ef 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.

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.

PAGE 20 8.5 Taking of Entire Property.

If the entire Property is taken or damaged by such Taking, the proceeds received in relation to all damages and awards shall be held for the accounts of all Owners, and their respective Mortgagees, as their interests shall appear, as provided herein, in proportion to their Allocated Interests, and this Condomjnium shall terminate upon payment of such proceeds to the Owners and their respective Mortgagees.

8.6 Payment of Awards and Damages.

the Unit and unpaid; and finally tothe Owner.

9. Development Period

nium shall terminate upon payment of such proceeds to the Owners and their respective Mortgagees.

8.6 Payment of Awards and Damages.

the Unit and unpaid; and finally tothe Owner.

9. Development Period 9.1 Initial Directors. The Board of Director: be initially established by Declarant as set forth in the Bylaws.

9.2 Period of Declarant Contes (a) Except as is provided below, Declar I ethe right to appoint and remove members of the Board of Directors during the period of ntrol. If Declarant voluntarily surrenders control prior to the termination of the peri 1, Declarant may require that specified actions of the Board of Directors be subject tak qi until the expiration of the period of Declarant Control.

of the Units that may be creg to the Bylaws, for the electiot other than Declarant.

ofninium, an election shall be held by the Association, pursuant han 1/3 of the members of the Board of Directions by Unit Owners Sys or to the termination of the period of Declarant Control, the Association shall to the B laws, the terms of such directors to commence as of the date on which the ol terminates.

orking Capital Contribution. Each Owner shall, at the time such Owner purchases a arant or from a subsequent Owner of a Unit, contribute an amount to the Association equal ¥g Capital Contribution. Such amount shall be a contribution of working capital to the A“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, 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

, 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 PAGE 21 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 amendpie approved by all Owners and by the vote of not less than 51% of the Mortgagees. Such amendmey be evidenced by a written instrument executed and acknowledged by an officer of the A behalf of the Owners and by the consenting Mortgagees and filed of record in the Ctr amendment so effected shall be binding upon all of the Owners and the Mortgagee 10.3. Partial Invalidity.

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

1 be in conflict with the provisions of ness Corporation Act, the provisions e provisions of the Governing Documents; If any of the provisions of the Governing Docu the Act or the Texas Nonprofit Corporation Act or he of such statutes shall control. If a conflict e betwee 10.5 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.

ibit 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.

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 PAGE 22 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 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 in this Declaration, the Bylaws, or the Regulations, then it is the express intent of Declarant that all amounts charged in excess of the maximum rate allowed by Texas law shall be automatically cAnde ab initio, and all amounts in excess of the maximum rate allowed by Texas law theretofg the necessity of the execution of any new document, so as to comply with the app hereby agree that as a condition precedent to any claim seeking usury penalties agai or any billing Owner, any Owner willprovide written notice to the Associa advising the Association or any billing Owner in reasonable detai violation, and the Association or any billing Owner shall have si which to correct such usury violation, if any, by either refunding

a advising the Association or any billing Owner in reasonable detai violation, and the Association or any billing Owner shall have si which to correct such usury violation, if any, by either refunding crediting such excess interest against the obligation then owing any billing Owner.

10.7. Use of Number and Gender.

Whenever used herein, and unless the conte include the plural, the plural number shall i all genders.

stTall o e provide, the singular number shall : eed lar and the use of any gender shall include 10.8 Governing Law.

THE GOVERNING BO STATE OF TEXAS. VE CONDOMINIUM SHAL LL BE GOVERNED BY THE LAWS OF THE TION BROUGHT IN CONNECTION WITH THE COUNTY, TEXAS.

10.9 Estoppel e to time, but no more often than three times per calendar year, shall sociation to deliver to the requesting Owner a written statement addressed and its Mortgagee or purchaser of its Unit, as applicable, without payment of Mt of any cost certifying: hat this Declaration is unmodified and in full force and effect (or, if modified, that this o modified is in full force and effect); 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 if the certifying party knows the requesting party to be in default, specifying the defaults and any remaining cure period, ifany); (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 PAGE 23 ¢9) such other matters as are reasonably requested by the requesting Owner.

10.10 Non-Liability of Association and Declarant for Security.

sessments have been paid by the requesting Owner; and PAGE 23 ¢9) 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 acceptance or possession of title to a Unit) and their Tenants and family (by occupancy and possession of the Unit) guests the sole discretion of the Board of Directors. The provision of any security servigés systems any time shall in no way prevent the Board from thereafter electing.to di gr tergporarily or i iliti erdof.

(c) Providing of any security services, systemsan& facilities shall never be construed as an undertaking by the Association to provide personal segtpt as‘a gtiarantee or warranty that the presence of any security service, system or facilities will 4 personal safety or prevent personal injury or property damage due to negligence, criminal c (d) EACH OWNER, B DEEMED TO HAVE WAIV o> TENANTS, AND THEIR RES AND ALL CLAIMS, NO ASSOCIATION AND MEMBERS, AGENTS A LOSS OR DAMAGES WHA R, INCLUDING, WITHOUT LIMITATION ANY INJURY OR DAMAGES CAUSED HER, BURGLARY, TRESPASS, ASSAULT, VANDALISM OR ANY OF SUCH OWNER AND SUCH OWNER'S Y MEMBERS, GUESTS AND INVITEES, ANY THE DISCONTINUATION, DISRUPTION, DEFECT, MALFUNCTION, AIR, REPLACEMENT OR USE OF ANY SECURITY SERVICES, SYSTEMS HETHER CAUSED OR ALLEGEDLY CAUSED IN WHOLE OR IN PART ENCE OF THE DECLARANT OR THE ASSOCIATION, OR THEIR OFFICERS, DIRECTORS, COMMITTEE MEMBERS, AGENTS, CONTRACTORS ES.

(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

NTRACTORS ES.

(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 (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 PAGE 24 Unit, as aresult of criminal activity within or in the 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 Association because of an Owner not abiding by such waiver, release and indemnity obligations undgr this Subsection 10.10 shall be assessed by the Association as an Individual Assessment against thé and the Unit of the Owner who failed to perform such obligation giving rise to such liabilj 10.11. Waiver. No failure of the Declarant or the Association to exercs under this Declaration, the Bylaws or the Regulations or to insist upon stric no custom or practice not strictly in accordance with the terms of the De Declaration, Bylaws and Regulations.

n to exercs under this Declaration, the Bylaws or the Regulations or to insist upon stric no custom or practice not strictly in accordance with the terms of the De Declaration, Bylaws and Regulations.

10.12 Additional Disclosures. Declarant mak e-additional disclosures relating to the Unit and the Condominium: (a) The Condominium is located adje traffic and noise from time to time a (b) OWners should expect that Assessments can and will increase over time due in part nd increases in the cost of certain items beyond the control of the Association, such 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.

G) 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) building settlement, or other causes.

(k) Condensation may appear on the interior portion of windows and glass surfaces and PAGE 25 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.

qd) No representations are made that the Systems in a Unit, including, by yay of such Systems.

(m) Water may pond or puddle on various portions of the Commond chen ; without limitation, the Parking Area.

(n) EACH OWNER, BY ACCEPTANCE OF A D YANCE

ms in a Unit, including, by yay of such Systems.

(m) Water may pond or puddle on various portions of the Commond chen ; without limitation, the Parking Area.

(n) EACH OWNER, BY ACCEPTANCE OF A D YANCE OF THEIR UNIT, HEREBY ACKNOWLEDGES A § AZ SOUND AND IMPACT NOISE TRANSMISSION IN A MULTI-T DING SUCH AS THE CONDOMINIUM IS VERY DIFFICULT TO CON HAT NOISES FROM ADJOINING OR NEARBY UNITS AND/OR,MECH WILL BE HEARD IN UNITS. DECLARANT BS NOT OR WARRANTY AS TO THE LEVEL OF SO QR IMPACT NOISE TRANSMISSION BETWEEN AND AMONG UNITS AN OTHER PORTIONS OF THE CONDOMINIUM, AND EACH QW RY . WAIVES AND EXPRESSLY RELEASES, TO THE EXTENT N AD BY APPLICABLE LAW, ANY SUCH WARRANTY AND CLAIM FOR LO and IMPACT NOISE TRANSMISSI (0) UNITS OR MORE COLUMNS RUNNING THROUGH THE INTERIOR AJR NIT. EACH OWNER SHOULD CONFIRM THAT 11. Mortgagee Protections 11. Notice to Mortgagees.

ortgagees 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; (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 PAGE 26 remains uncured for a period of thirty days; (c) Notice of any lapse, cancellation or material modification of any insurance policy or

yment of Assessments or charges owed by such Owner, which PAGE 26 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 of the Condominium that affects either a material portion of the Property or the Unit securing a Mortgagee's Lien Indebtedness, which notice shall be given promptly upon the Association's obtaining kn dge of such damage or destruction; and (e) Sixty days’ notice prior to the Association instituting any foreclosure 11.2 Cure Rights.

Mortgagee. Any event of default under this Declaration by Mortgagee shall be deemed to be remedied if (i) withj the non-defaulting party setting forth the nature of s g shall have acquired the property owned by eet commenced foreclosure or other appropriat diligently prosecutes any such proceedings to (the “Acquired Property”) or shall have p the nature thereof; (ii) the Mortgagee n;iii) the Mortgagee shall have fully cured any ed the non-defaulting party hereunder within nue to perform faithfully all such non-monetary ¢ acquired Property; and (iv) after gaining possession osure or deed in lieu thereof, the Mortgagee performs all gunder as and when the same are due.

sociation shall cooperate reasonably with any requesting party in regard to the satisfaction of g equirements by a Mortgagee; provided, however, such cooperation shall be at the sole cost and expens@efthe 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.

nd 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 unpaid assessments or charges against such Unit that accrued prior to the time 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 Declaration, Regulations, and financial statements, during normal business hours; (b) require the Association to submit an annual audited financial statemen fiscal year within 120 days of the end of the Association's fiscal year, if one is avallab e one prepared at the expense of the requesting entity if such statement Is not othérv Association; (c) recelve written notice of all meetings of the Owners; (d) designate in writing a representative to attend.all such 11.7 Matertal Changes.

All Mortgagees, upon written request, shall be g written notice prior to the effective date of (i) any proposed material ent oth Pee scldrationor the Map; (ii) any termination of an agreement for professional management of the Pee ¢ any decision of the Owners to assume self-management of the Property, and (itl) any pr wa ation of the Condominium.

11.8 Priority of Righté> No provision of the Qe So construed or applied to give any Owner priority over any Owners in the case of a casya > 07r'eg Mermation of, a Unit and/or Common Element.

rovision of the Qe So construed or applied to give any Owner priority over any Owners in the case of a casya > 07r'eg Mermation of, a Unit and/or Common Element.

EXECUTED to be EEFE he date first written above.

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 Yehalf of the Company.

iy ELIZABETH WISDOM Notary Public, State of Texas}; PAGE 29 EXHIBIT A LEGAL DESCRIPTION Lot 17, Block 18/2030, UNIVERSITY PLACE ADDITION, an Addition to 0 a as, Dallas County, Texas, according to the Map or Plat thereof recorded in Vo e Hof the Map and/or Plat Records of Dallas County, Texas. 3 EE & EXHIBIT B HAWTHORNE LUXURY CONDOMINIUMS DECLARATION-PHASE II Map Hawtho Se 4220 a i Dall ARCHITECT: IKEMIRE ARCHITECTS g Lt U Na «258 LOYERSTAN em 16660 DALLAS PARKWAY, SUITE #2900 DALLAS, TEXAS 75287 PHONE: (972) 248-2486 SHEET INDEX Cover Sheet & Architectural Site Pian A-1- One Bedroom Floor Plans 8-1 2 Bedroom Floor Pians B-2 2 Bedroom Floor Plans B-3 2 Bedroom Floor Plans West Building Plan First Floor SRQEGT RATA, West Bullding Plan Second Floor + oD PRAM CONSTRUCTION West Building Plan Third Floor BppoerapeLlA cla nes West Building Roof Plan ° NON-SPRINKLERED West Building Right Elevation PARKING ANALYSIS, West Building Rear & Front Elevs. SEGUBER PARKING 5 2 (UNITS * if SPACES West Building Left Elevation SS CAMPER TREES ON TE TON nT” 2 ON STNEET ro Window & Door Schedule & Details Wall Sections & Details Na 4 UNIT DUPLEX

Front Elevs. SEGUBER PARKING 5 2 (UNITS * if SPACES West Building Left Elevation SS CAMPER TREES ON TE TON nT” 2 ON STNEET ro Window & Door Schedule & Details Wall Sections & Details Na 4 UNIT DUPLEX Lord BLOCK (12.2030 4270 HAWTHORNE AVE.

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x o FE Q c Cc: Q i 43 x 9 i HUDSON CONSTRI‘CTION Sections & Details Details INTERIORS IKEMIRE ARCHITECTS L.L.C.

: PLANNING ARCHITECTURE SITE PLAN 422044222 HAWTHORNE AVE eS?

Lots:'18 & Biock:'8’2050, UN VERS'TY PLACE ADD. SCALE. 1/8 "51-0" : DALLAS, TEXAS JOB* 28022 a 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 Unofficial Copy 1.1 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 Cond Association, Inc. (the “Association’”) is 400 S. Record Street, 16"" FL, Dallas, Texas252 until such time as transfer of authority tothe Assos is finalized. Any capitalized terms not defined in embers for the election of directors will be held at the pr at such other place, within or without the State of Texas other purpose may be held at such time and place, within or Js stated in the notice of the meeting or in a duly executed waiver of annual meeting of the Members will be held on the third Tuesday of f year, at the hour of 9:00 o'clock a.m.; provided, however, that should said day fémber List. At least ten days before each meeting of the Members, a complete list of the

held on the third Tuesday of f year, at the hour of 9:00 o'clock a.m.; provided, however, that should said day fémber List. At least ten days before each meeting of the Members, a complete list of the Members 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 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.

2.5 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 or at the direction of the President, the Secretary, or the officer or person calling the to each Member of record entitled to vote at the meeting.

3. Directors 3.1 Powers. The business and affairs of the Association will be managed who may exercise all the powers of the Association and may do ail la

ber of record entitled to vote at the meeting.

3. Directors 3.1 Powers. The business and affairs of the Association will be managed who may exercise all the powers of the Association and may do ail la are not by statute, The Declaration, the Certificate or these-B exercised or done by the Members.

3.2 Number and Election. The Board of Directors will con f than five directors. The initial Board of Directorsmembersxg péd in the Certificate for the Association. Declarant may name additional diyectors, rename directors, and appoint replacement directors so long as it owns 25% of thécotwbined square footage of the Units in the stage of the Units in the Condominium, Will be elected at a special meeting of the the combined square footage of the Units in Owners other than Declarant title to 50% of, at least one of the members of the B Members. When Declarant owns less t the Condominium, the directors y as hereinafter provided, yiseac elected and qualified.

3.3 Term of Office. Dire cted for a term of two years.

Any director may be removed, with or without cause, at any bers by the affirmative vote of a majority of the Members present at stich meeting and entitled to vote for the election of such director, if act upon such matter was given in the notice calling the meeting. If any e Board of Directors, for any reason, a majority of the directors then in ESS than a quorum, may choose a successor or successors. Each successor Removal; Filling V2 ocation of Meetings. The directors of the Association may hold their meetings, both regular and special, either within or without the State of Texas.

3.7 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

State of Texas.

3.7 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.

3.8 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 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 a Board of Directors, except as may be otherwise specifically provided by statute, the Decl the Certificate or these Bylaws. If a quorum shall not be present at any meeting of I Director(s) present thereat may adjourn the meeting from time to time without pe announcement at the meeting, until a quorum shall be present.

4. Notices Formalities of Notices. Whenever under the provisions of,

present thereat may adjourn the meeting from time to time without pe announcement at the meeting, until a quorum shall be present.

4. Notices Formalities of Notices. Whenever under the provisions of, Bylaws, notice is required to be given to any director or } to how such notice should be given, the notice should be notice in writing, by mail (regular otherwise), postage p gssed to such director or Member at such address as appears on the boo of the 2 . Any notice required or permitted to be given by mail will be deemed to MMe it is deposited in the United States Mail.

either personal notice or Waiver of Notices. Whenever any nofice is ¥e Association under the provisions of th writingsignedbythepersonor personsent ificate or these Bylaws, a waiver thereof in otice, whether before orafterthetime stated Officers e officers of the Association will be elected by the Directors and and a Treasurer. Any two or more offices may be held by the same person, € Spffices of President and Secretary and President and Treasurer may epty not be held ame Persons. Any such officer will have the powers and duties usually associated wih office, subject to limitations or extension by the Board of Directors.

‘will be appointed for such terms and will exercise such powers and perform as determined from time to time by the Board of Directors.

The duties of the officers are as follows: a. 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

rried 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 5.4 5.5 5.6 6.3 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 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 eSSOeIanan and disburse Suis funds as directed by a resolution of the Board of at the completion of each Fiscal year; prepare an annual budget and income and expenditures to be presented to the membership at it Directors to each Member. The Treasurer will perform such other qutie uir&dy the Board of Directors or the policies as adopted by the Board i

e and expenditures to be presented to the membership at it Directors to each Member. The Treasurer will perform such other qutie uir&dy the Board of Directors or the policies as adopted by the Board i Salaries. All officers and directors of the Association However, expenses may be reimbursed for unusual g ye Association. Any officer may receive compensation for i ¢ndered to the Association in other than his official capacity.

Tenure; Removal; Vacancies. Each officer of one year or until his successor is chosen and qualf{ietin his stead or until death, resignation or removal from office. Any officer or agent electe be removed at any time by the affirmative ajority of the whole Board of Directors, es jot ontract rights, if any, of the person so , for any reason, the vacancy may be filled but such removal shall be withou ; removed. If the office of any officer bé by the Board of Directors.

Officers. The initial o term of one year or resignation or re ex Perry - President Kate Clapper- Treasurer Sone Cavazos- Secretary 6. General Provisions . The fiscal year of the Association is the calendar year.

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

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

sarily 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 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 (iit) keep mipfites of meeting of the Association and the Board of Directors. The Association shall also oly annual independent audit of the records of the Association, and shall make that awailab Owners.

Conveyance of Units inthe Condominium. Within 30 days of acquisitio aK nop Owner’in the Condominium will provide the following to the Association: Owner's mailing address and telephone number;

Owners.

Conveyance of Units inthe Condominium. Within 30 days of acquisitio aK nop Owner’in the Condominium will provide the following to the Association: Owner's mailing address and telephone number; Contact information for any lienholder and the Iga aos 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 of the 20 day of. “ , 2020.

abet Director JO) OS EXHIBIT E CERTIFICATE OF FORMATION OF HAWTHORNE LUXURY CONDOMINIUM ASSOCIATION, INC. $ .

\ ons SS 2@ Form 202 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 Filed in the Office of the Secretary of State of Texas Filing #: 803533562 01/30/2020 FAX: 512/463-5709 _ 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¢ OR IB. The initial registered agent is an individual resident of the state whose Name: Alex Perry C. The business address of the registered agent and the registered office a Street Address: 3329 N. Haskill Avenue Dallas TX 75204 Consent of Registe lv B. Management of the affairs d to be vested in its board of directors. The number of directors, which must be a minimum of thre ites the initial board of directors and the names and addresses of the are set forth below.

Director1: Alex Perry Address: 3329 N. Hast Director 2: Sone Title: Director Dallas TX, USA 75204 Title: Director

the initial board of directors and the names and addresses of the are set forth below.

Director1: Alex Perry Address: 3329 N. Hast Director 2: Sone Title: Director Dallas TX, USA 75204 Title: Director Address: 400 Street Ste 1600 Dallas TX, USA 75202 Directo Title: Director Address: 4Q gord Street Ste 1600 Dallas TX, USA 75202 Article 4 - Organization Structure ¥ A. The corporation will have members.

or T B. 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 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 MA. 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 f signing. The delayed effective date is: Organizer The name and address of the organizer are set forth below.

Brett Field 8350 North Central Exp fraudulent instrument and certifies under penalty of perjury that t law governing the entity to execute the filing instrument.

Brett Field Signature of organizer.

FILING OFFICE COPY XC EXHIBIT F ORIGINAL TAX CERTIFICATES [follow this page} & se & DALLAS COUNTY TAX OFFICE, 1201 Eh 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 UE ANON CARA I Account: 00000196297000000

te 2600 Dallas, Texas 75270 JOHN R. AMES, CTA www.dallascounty.org/tax | 214-653-7811 TAX ASSESSOR/COLLECTOR email: [email protected] TAX STATEMENT UE ANON CARA I Account: 00000196297000000 HERSCHEL HAWTHORNE LLC Property Description: 400 S RECORD ST STE 700 4222 HAWTHORNE AVE, DA DALLAS, TX 75202-0000 UNIVERSITY PLACE BLK {8/2030 LT 17 DUPLEX INT201200369869 DD1210201 2030018 01700 Statement Date: dl Due If Paid By Years - Base Tax Balance 33.01 Penalty/Interest Collectio APRIL 30, 2020 Taxing Jurisdictions included in this statement: LF YOU ARE 65 YEARS OF AGE OR OLDER OR ARE DISABLED, AND YOU OCCUPY PRE PROPERTY DESCRIBED IN THIS DOCUMENT AS YOUR RESIDENCE HOMESTEAD, YOU SHOULD CONTACT THE APPRAISAL DISTRICT REGARDING ANY E REMENT YOU MAY HAVE TO A POSTPONEMENT IN THE PAYMENT OF THESE TAXES. 2 NO DE Ones ARE DUE AT THIS TIME . Total Due If Paid By 4 APRIL 30, 2020 $0.00 oooo00000001090b02090 700000 00000000000 000000000b Total Due If Paid By APRIL 30, 2020 $0.00 Remit To: JUNE 01, 2020 $0.00 JOHN R. AMES, CTA HERSCHEL HAWTHORNE LLC P O Box 139066 400 S RECORD ST STE 700 Dallas, Texas 75313-9066 DALLAS, TE. T2000 ¥35.1.30 EXHIBIT G TITLE EXCEPTIONS Unofficial Copy We do not cover loss, costs, attorneys' fees and expenses resulting from: FIDELITY NATIONAL TITLE INSURANCE COMPANY TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE ONE-TO-FOUR FAMILY RESIDENCES (T-1R) SCHEDULE B EXCEPTIONS The following restrictive covenants of record itemized below (We must either insert specific recordy exception.): Item 1, Schedule B is hereby deleted.

Any-diserepanciesconflietsor shortages in area erbeunda ofimprevements.

Homestead or community property or survivorship rights, if any, of any spous only.)

ion.): Item 1, Schedule B is hereby deleted.

Any-diserepanciesconflietsor shortages in area erbeunda ofimprevements.

Homestead or community property or survivorship rights, if any, of any spous only.)

Any titles or rights asserted by anyone, including, but not limited to, pers¢ entities, a. to tidelands, or lands comprising the shores or beds of naWgaWe or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bytkhead ingsAs’established or changed by any government, or to filled-in lands, or artificial islands, or prior years due to change in land usage or ownership, but not those taxes or exemption granted to a previous owner of the property under Section |1.13, Texas Note being additionally secured by Deed of Trust of even date therewith to Richard E. Roberts, Trustee, recorded in Document Number 201600178150 of the Real Property Records of Dallas County, Texas.

b. Rights of parties in possession.

Form T-1IR: Residential Owner's Policy of Title Insurance One-to-Four Family Residences Page 2 Continuation of Schedule B Policy Number: 8244743-96520274 c. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

d. Any rights, interests, or claims which may exist or arise by reason of the following matters discfosed by 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 or outside line.

2) Overhead Electric Service Line as shown on the survey.

7/16 Prepared by: Thomas William Mauk, RPLS # 5119 Matters shown: 1) Any claim or liability related to the fence being inside or outside line.

2) Overhead Electric Service Line as shown on the survey.

e, Assignment of Rents dated June 30, 2016, filed for record in tite offjce of fhefCounty Clerk of Dallas County, Texas, on July 1, 2016, under Clerk's File No. 201600478151 in thg Texas, Filed and Recorded Official Public Records John F. Warren, County Clerk Dallas County, TEXAS 05/26/2020 01:32:54 PM $210.00 202000130070 Form T-1R: Residential Owner's Policy of Title Insurance One-to-Four Family Residences Page 3