Document

G. F. No. 195389-LBJ 23700 3216 773 HYM TEB-0 EN 3: 33 MOUPT officia After Recording Return To: Akin, Gump, Strauss, Hauer & Feld.

M00 First City Center 1700 Pacific Avenue Dallas, Texas 75201-4618 ATTN: Paul S. Darmitzel, P. C.

7286 3216 774 INDEX I.

RECITALS II.

ARTICLE I DEFINITIONS.

1.01 General.....

1.02 Apartment Complex..

1.03 Apartment Unit..

1.04 1.05 1.06 1.07 Bylaws.

1.08 1.09 1.10 Architectural Review Committee.

Assessments.

Board......

Certificate of Compliance.

Certificate of Occupancy.

Commercial Association..

1.11 Commercial Declaration.

1.12 Commercial Property.

Commercial Use..

1.13 1.14 Condominium Building.

1.15 Condominium Unit..

1.16 Declarant...

Delegates.

Design Guidelines.

Estate.....

1.17 1.18 1.19 1.20 Lot.

1.21 Master Association 1.22 Master Common Area.

PAGE 4 5 5 Inofficial 1.23 Master Declaration.....

1.24 Member or Owner.

1.25 Property........

1.26 Residential Association.

1.27 Residential Common Area.

1.28 Residential Declaration.

1.29 Residential Property....

1.30 Residential 1.31 Supplemental Master Declaration.

1.32 Supplemental Master Declaration.

1.33 III. ARTICLE II - PROPERTY.

IV.

2 Property Subject to Master Declaration.

Annexation to Property Subject to Master Declaration by Declarant.

Annexation to Property Subject to Master Declaration by Person or Entities Other Than Declarant..

Supplemental Master Declarations.

2.05 Approval of Annexation by Residential or Commercial Association....

MEMBERSHIP AND VOTING RIGHTS IN THE MASTER ASSOCIATION.

3.02 Membership...

Transfer..

6 6 6 7 55555555555 7 7 8 B 8 8 8 9 3 03 Voting Rights.

9 3.04 Quorum, Notice, and Voting Requirements.

10 V.

ARTICLE IV ASSESSMENTS...

10 4.01 4.02 Covenants for Assessments.

Purposes of Assessments.

10 11 4.03 Annual Assessments.....

11

Voting Rights.

9 3.04 Quorum, Notice, and Voting Requirements.

10 V.

ARTICLE IV ASSESSMENTS...

10 4.01 4.02 Covenants for Assessments.

Purposes of Assessments.

10 11 4.03 Annual Assessments.....

11 4.04 Special Assessments......

13 4.05 Special Individual Assessments.

13 (1) 3216 775 PAGE VI.

VII.

4.06 Vote Required for Increase in Rate of Annual Assessment..

4.07 4.08 Vote Required for Special Assessment.

Date of Commencement of Annual 14 Assessments and Due Date of Assessments.

4.09 No Offsets.

4.10 Reserves..

4.11 Nonpayment of Assessments.

4.12 Exempt Property..

4.13 Estoppel Information from Board of Directors with Respect to Assessments.....………….

ARTICLE V- GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS OF THE MASTER ASSOCIATION.

5.01 Powers and Duties..

5.02 Contracts Terminable.

ARTICLE VI - PROPERTY RIGHTS IN THE MASTER COMMON AREA.....

6.01 Members' Easements of Enjoyment.

Easements........

6.02 Title to the Master Common Area..

6.03 Extent of Members' 6.04 Liens......

VIII. ARTICLE VII - INSURANCE, REPAIR, AND RESTORATION…....

IX.

XI.

14 14 14 14 15 16 16 19 Officia 7.01 7.02 7.03 7.04 7.05 Insurance.....

Insurance Proceeds..

Insufficient Proceeds.

Master Association as Attorney-in-Fact.

Destruction of Improvements or Individual Estates.

ARTICLE VII USE OF MASTER COMMON AREA.

Restricted Actions by Owners...

8:02 Damage to the Master Common Area.

Rules of the Board..

Suspension of Right to Use Master Common Area and/or Right to Vote.

ARTICLE IX - USE OF ESTATES AND PROTECTIVE COVENANTS.

9.01 Property Covered by Residential Declaration....

02 Property Covered by Commercial Declaration.....

ARTICLE X MAINTENANCE..

10.01 Duty of Maintenance 10.02 Enforcement.....

XII. ARTICLE XI - ARCHITECTURAL REVIEW COMMITTEE...

Architectural Review Committee.

ty Covered by Commercial Declaration.....

ARTICLE X MAINTENANCE..

10.01 Duty of Maintenance 10.02 Enforcement.....

XII. ARTICLE XI - ARCHITECTURAL REVIEW COMMITTEE...

Architectural Review Committee.

Definition of "Improvement" Preliminary Plan Submissions.

11.01 11.02 Basis of Approval..

11.03 11.04 11.05 Plan Submissions....

11.06 Approval Procedure.

11.07 Design Guidelines..

11.08 11.09 11.10 No Liability...

11.11 11.12 Appointment and Designation..

Variances....

Nonconforming and Unapproved Improvements.

Certificate of Compliance..

11.13 Review Fee and Address...

19 19 19 20 20 20 20 22 22 22 23 23 23 23 23 24 24 24 24 24 2 22 2 22 2 24 25 25 25 26 27 27 28 29 29 30 30 31 31 31 31 (2) 3216 776 PAGE 11.14 11.15 Inspection..

Governmental Authorities.

31 32 11.16 No Liability for Design Defects...

32 XIII. ARTICLE XII - MORTGAGEE PROTECTION..

12.01 12.02 Priority of Mortgage.

Financial Information.

XIV.

13.01 13.02 XV.

ARTICLE XIV ARTICLE XIII - EASEMENTS..

Ingress and Egress by the Master Association..

Easements for Encroachment.

GENERAL PROVISIONS..

14.01 Duration.

14.02 Enforcement.

14.03 14.04 14.05 Owners' Compliance.

14.06 14.07 Limitation of Restrictions on Declarant.

Termination of and Responsibility of Declarant.

Severability..

Headings.

14.08 Notices to Member...

14.09 14.10 14.11 14.12 Disputes..

Compliance with FHEMC and FNMA Regulation Use of Words "Lakeside on Preston' Condemnation....

14.13 14.14 EXHIBITS Exhibit "A" Exhibit "B" Exhibit "C" Unou (3) 33 33 34 34 34 35 35 35 35 35 36 36 36 www w 3216 777 MASTER DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR LAKESIDE ON PRESTON THIS MASTER DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR THE LAKESIDE ON PRESTON is made this 8th day of Febeurey.

TION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR LAKESIDE ON PRESTON THIS MASTER DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR THE LAKESIDE ON PRESTON is made this 8th day of Febeurey.

1990, by Betsy Brent Turner (Declarant").

WITNESSETH 80 WHEREAS, Declarant is the fee simple title owner of the real property (the "Property") described on Exhibit "A" attached hereto and made a part hereof for all purposes and WHEREAS, Declarant desires to subject the Property to this Master Declaration, and the covenante, conditions, restrictions, easements, Liens, and charges herein set forth; and WHEREAS, Declarant will hereafter hold and convey title to the Property or any part thereof subject to the covenants, conditions, restrictions, ensements, liens, and charges herein set forth.

NOW, THEREFORE, Declarant hereby covenants, agrees, and declares that the Property shall be owned, held, transferred, leased sold, conveyed, and occupied subject to the covenants, conditions, restrictions, easements, liens, and charges set forth in this Master Declaration, as amended from time to time pursuant to the terme hereof, which covenants, conditions, restrictions, easements liens, and charges shall be covenants running with the land and shall be a burden and a benefit to Declarant, her heirs, successors, and assigns, and any persons acquiring or holding any interest in all or any portion of the Property, their grantees, successors, heirs, executors, administrators, and assigns.

Section 1.01 General.

ARTICLE I DEFINITIONS this Master Declaration or in any amended or supplementary Master The following words, when used in Declaration (unless the context shall otherwise clearly indicate or prohibit), shall have the following respective concepts and meanings: 3216 778

upplementary Master The following words, when used in Declaration (unless the context shall otherwise clearly indicate or prohibit), shall have the following respective concepts and meanings: 3216 778 Section 1.02 "Apartment Complex" shall mean and refer to a real estate apartment complex project composed of one or more structures, which structure contains two (2) or more Apartment Units, at least one (1) of which is to be rented to the public by the owners, which project is erected on a lot, tract, or parcel of real estate within the Property, and for which a certificate of occupancy has been issued by the appropriate governmental authorities. For purposes of this Master Declaration, duplex residential structures, as such term may be defined from time to time in the relevant zoning ordinances of the City of Plano, Texas, shall each be deemed to be an Apartment Complex, and each single family residential, residential unit within the duplex shall be deemed to be an Apartment Unit.

Section 1.03 "Apartment Unit" shall mean and refer to a single residential rental apartment in an Apartment Complex located within the Property.

Section 1.04 "Architectural Review Committee" or the "Committee" shall mean and refer to that committee composed of five (5) members appointed in the manner set forth in this Master Declaration, which committee is appointed to provide for architectural control and design within the Property and to have and exercise such other powers and/or duties as are more specifically set forth in the Residential Declaration, Commercial Declaration, and in this Master Declaration, Section 1.05 "Assessments" shall mean and refer to the assessments described in Article IV of this Master Declaration.

nofficial Section 1.06 "Certificate of Compliance shall mean and

ter Declaration, Section 1.05 "Assessments" shall mean and refer to the assessments described in Article IV of this Master Declaration.

nofficial Section 1.06 "Certificate of Compliance shall mean and refer to that certificate issued to an owner stating that substantial completion (as such team is generally used by the American Institute of Architects) of improvements, the plans and specifications for which are subject to review by the Architectural Review Committee, has been evidenced.

Section 1.07 "Certificate of Occupancy" shall mean and refer to any required certification issued by relevant governmental authorities as a prerequisite to the occupancy of all or any portion of any Estate.

Section 1.08 Commercial Association" shall mean and refer to the Lakeside on Preston Commercial Association, Inc., a nonprofit corporation, incorporated under the laws of the State of Texas, its successors and assigns, to which association shall be delegated and assigned the powers of managing, maintaining, and administering common area identified in the Commercial Declaration and disbursing funds collecting assessments and charges, and performing such other acts as shall generally benefit the Commercial property.

Section 1.09 "Commercial Declaration" shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions for the Commercial Area of Lakeside on Preston, a copy of which is attached hereto as Exhibit "B" and made a part hereof for all purposes, as amended from time to time.

Section 1.10 "Commercial Property" shall mean and refer to any portion of the Property which, from time to time, is zoned for Commercial Use; however, the term "Commercial Property" shall not include any portion of the Master Common Area or any real property

any portion of the Property which, from time to time, is zoned for Commercial Use; however, the term "Commercial Property" shall not include any portion of the Master Common Area or any real property owned by or leased to the Master Association for the common use and enjoyment of the Members of the Master Association. The determination by the Board of Directors of the Master Association as to those portions of the Property which, from time to time, are zoned for Commercial Use shall be final and binding, absent manifest error on the part of such Board of Directors.

-23216 779 Section 1.11 "Commercial Use" shall mean and refer to any governmental , professional, office, business, business park, commercial, eleemosynary, hotel, motel, restaurant, trade, industrial, retail , financial, banking, hospital, heliport, medical or health facility or other commonly understood commercial use or activity.

Section 1.12 "Condominium Building" shall mean and refer to a real estate condominium project, whether commercial or residential, composed of one or more structures erected on a lot, tract, or parcel of real estate out of or a part of the Property containing two (2) or more Condominium Units and which project has been specifically erected and designated as a condominium in accordance with Chapter 81 of the Texas Property Code.

Section 1.13 "Condominium Unit" shall mean and refer to one (1) individual unit for which unit a certificate been issued by the appropriate governmental authorities and which unit is located within a Condominium Building, whether commercial or residential, together with an undivided interes common element associated with such unit.

in and to the Condominium Unit" shall have the same meaning as the term "apartment" as used in Chapter 81 of the Texas

ial, together with an undivided interes common element associated with such unit.

in and to the Condominium Unit" shall have the same meaning as the term "apartment" as used in Chapter 81 of the Texas Property Code, which permite the creation of condominium regimes, as same may be amended or supplemented in any successor statute Section 1.14 "Declarant Betsy B. Turner or any other shall mean and refer to person or entity including her heirs, successors or assigns, who acquires all or substantially all of the portions of the property owned by Declarant, together with Declarant's rights hereunder , by conveyance or assignment from Declarant or by judicial or non-judicial foreclosure sale, provided that the per ion or portions of the Property acquired by such person or entity contain at least one hundred twenty-five (125) acres of land.

Unofficia Section 1.15 "Delegates" shall mean and refer to (i) the three (3) individual persons elected by the Board of Directors of the Commercial Association to represent the Commercial Association with respect to matters coming before the Master Association as set forth herein in the Commercial Declaration and in the Articles of Incorporation and Bylaws of the Master Association; (ii) two (2) individual persons elected by the Board of Directors of the Residential Association to represent the Residential Association with respect to matters coming before the Master Association as set forth herein, in the Residential Declaration and in the Articles of Incorporation and Bylaws of the Master Association; and, (iii) subject to the provisions of Section 3.03 of the Master Declaration, the two (2) individual persons selected by the Declarant to represent Declarant with respect to matters coming before the Master Association as set forth herein,

ection 3.03 of the Master Declaration, the two (2) individual persons selected by the Declarant to represent Declarant with respect to matters coming before the Master Association as set forth herein, and in the articles of Incorporation and Bylaws of the Master Association. Delegates shall be at least twenty-one (21) years of age and need not be a Member of the Residential Association, Master Association, or Commercial Association.

The party responsible for selecting a Delegate (such Delegate being herein referred to as the "Primary Delegate ") shall have the right to select an alternate Delegate ( the "Alternate Delegate") to perform the duties and exercise the powers of the Primary Delegate during any period when the Primary Delegate is unable for any reason to perform such duties or exercise such powers.

Any action taken by an Alternate Delegate shall be conclusive evidence of the inability of the applicable Primary Delegate to act at the time such action as taken, and shall constitute the action of a duly selected Delegate for purposes of this Master Declaration, the Commercial Declaration and the Residential Declaration.

-33216 780 Section 1.16 "Design Guidelines" shall mean and refer to standards , restrictions , or specifications published from time to time by the Architectural Review Committee and governing the construction, placement, locations, alteration, maintenance, or design of any improvements to the Property.

Section 1.17 "Estate" shall mean and collectively refer to Condominium Unit, Tract, Lot, Apartment Complex, and any other interest in real property contained within the Property, the ownership of which, by the terms of this Master Declaration, causes the Owner thereof to be a Member of the Master Association

nd any other interest in real property contained within the Property, the ownership of which, by the terms of this Master Declaration, causes the Owner thereof to be a Member of the Master Association Section 1.18 "Lot" shall mean and refer to any lot, plot, parcel , or tract of real estate shown on any recorded subdivision map or plat as amended from time to time, to the extent such lot, plot, parcel, or tract is a part of the Property, which is designated as a lot therein, and which is or will one (1) single family attached or detached residential dwelling e improved with provided, however, the term "Lot" shall not include (✓) any portion of the Residential Common Area or Master Common Area or any real property owned by or leased to the Master Association or the Residential Association for the common use and enjoyment of the Members, (ii) any Condominium Unit in a Condominium Building or (iii) any lot, tract, or parcel of real estate out of or a part of the Property which is or will be improved with an Apartment Complex. Lot shall mean and refer to any separate platted lot which is improved or is to be improved with a single family residential townhome structure which is joined to another dwelling unit on one or more sides by party wall or abutting wall.

Section 1.19 "Master Association" shall mean the Lakeside on Preston Master Association, Inc, composed of the Declarant, the Nembers of the Residential a non-profit Texas Corporation Association and the Members of the Commercial Association, all of such Members and the Declasant being represented before the Master Association and voting through their respective Delegates to the Master Association. The Master Association shall be the entity responsible for collecting and disbursing the assessments and

the Master Association and voting through their respective Delegates to the Master Association. The Master Association shall be the entity responsible for collecting and disbursing the assessments and charges hereinafter created pursuant to this Master Declaration, enforcing the covenants and restrictions hereinafter set forth, establishing and directing the enforcement of the architectural controls by and through the Architectural Review Committee, and maintaining and administering the community properties and facilities as set forth herein ."

Section 1.20 "Master Common Area" shall mean and refer to all real property, including, without limitation, any private storm drains, private streets, private utilities, private parks, open space trails and floodways owned in fee, owned as an easement, leased on maintained from time to time by the Master Association for the common use, enjoyment and benefit of the Members of the Master Association, together with all improvements thereon and all easements granted to the Master Association for the common use, enjoyment, and benefit of the Members of Master Association. Any real property or interest in real property, which Declarant shall convey to the Master Association to be designated Master Common Area, shall be acceptable in writing by the Master Association and shall be conveyed free of all liens and assessments except the lien for current ad valorem taxes (which taxes shall be prorated as of the date of conveyance) which are not yet due and payable, and assessments, or installments of assessments, which are not yet due and payable.

any Master Common Area is conveyed by Declarant to the Master If at the time Association, it is intended by the Master Association that permanent landscaping or

nts, which are not yet due and payable.

any Master Common Area is conveyed by Declarant to the Master If at the time Association, it is intended by the Master Association that permanent landscaping or improvements be constructed or installed on such Master Common Area, the Master Association shall, as a condition to acceptance of such Master Common Area, require either (i) that such landscaping and improvements be completed at the time of such conveyance, or (ii) that Declarant execute such agreements and provide such assurances as may be reasonably -43216 781 necessary to ensure that such landscaping and improvements will be completed within a reasonable period of time after such conveyance at no cost or expense to the Master Association.

As of the date of this Master Declaration, there is no real property or easement designated as Master Common Area; however, certain real property or easements may be designated as such by Declarant or the Master Association at a later date.

Section 1.21 "Master Articles of Incorporation" shall mean and refer to the Articles of Incorporation of the Master Association as the same may from time to time be duly amended Section 1.22 "Master Board" shall mean and refer to the Board of Directors of the Master Association.

Section 1.23 "Master Bylaws" shall mean and refer to the Bylaws of the Master Association as the same may from time be duly amended..

Section 1.24 "Master Declaration" shall mean and refer to this Master Declaration of Covenants Childtrictions for the Lakeside on Preston, together with all exhibit amendments, and supplements thereto.

Section 1.25 "Member" or "Owner shall mean and refer to each and every person or entity who is alone for together with.

another person or entity a record title owner of a fee or

d supplements thereto.

Section 1.25 "Member" or "Owner shall mean and refer to each and every person or entity who is alone for together with.

another person or entity a record title owner of a fee or undivided fee interest in any Tract, Condominium Unit, Lot, Apartment Complex, or any lot, tract, or parcel or real estate out of or part of the Property provided, however, the terms "Member" or "Owner" shall not include any person or entity holding a lien or security interest in a Tract, Condominium Unit, Lot, Apartment Complex, or any lot, tract, or parcel or real estate out of or part of the Property as security for the performance of an obligation (unless and until such holder acquires record title to the applicable portion the property pursuant to foreclosure of Unoffici such lien or security interest or a deed in lieu of such foreclosure). Persons or entities shall be Owners by reason of ownership of portions of the Property used for public or private schools, governmental or quasi-governmental purposes, and such land shall be owned subject to all of the terms and provisions of this Master Declaration, except that, notwithstanding anything to the contrary contained herein: (1) ownership of land devoted to such purposes described in this sentence shall not create any votes in the Owners owning such land, and (ii) such non-voting Owners shall not be required to pay any assessments other than special individual assessments as described and authorized in the Residential Declaration, the Commercial Declaration, and in this Master Declaration. No person or entity shall be an Owner by reason of ownership of any public land, road, easement, right-ofor mineral interest.

Section 1.26 "Property" shall mean and refer to all existing

eclaration. No person or entity shall be an Owner by reason of ownership of any public land, road, easement, right-ofor mineral interest.

Section 1.26 "Property" shall mean and refer to all existing real property, described on Exhibit "A" attached hereto and made a part hereof for all purposes, including any and all improvements thereon, and any additions of real property, as are subject to this Master Declaration, or any Supplemental Master Declaration prepared and filed of record pursuant to the provisions of Article II of this Master Declaration or any declaration of any association which has merged or consolidated with the Master Association pursuant to the provisions of Article II hereof.

Section 1.27 "Residential Association" shall mean and refer to the Lakeside on Preston Residential Association, Inc., a nonprofit corporation, incorporated under the laws of the State of Texas, its successors and assigns, to which association shall be delegated and assigned the powers of managing, maintaining, administering common area identified in the Residential -53216 782 Declaration and disbursing funds, collecting assessments and charges, and performing such other acts as shall generally benefit the Residential Property.

Section 1.28 "Residential Common Area" shall mean and refer to all real property, including, without limitation, any private storm drains, private streets, private utilities, private parks, open space , trails, and floodways owned in fee, owned as an easement, or leased and maintained from time to time by the Residential Association for the common use, enjoyment, and benefit of the Members of the Residential Association, and all easements granted to the Residential Association for the common use, enjoyment, and benefit of the Members of the Residential

oyment, and benefit of the Members of the Residential Association, and all easements granted to the Residential Association for the common use, enjoyment, and benefit of the Members of the Residential Association, together with all improvements thereon.

Any real property or interest in real property Declarant shall convey co the Residential Association to be designated Residential Common Area shall be accepted in writing by the Residential Association and shall be conveyed free of all liens and assessments except the lien for current ad valorem taxes (which taxes shall be prorated as of the date of conveyance) which are not yet due and payable, and assessments, or installments of assessments, which are not yet due and payable .

Section 1.29 "Residential Declaration" shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions for the Residential Area of Lakeside on Preston, copy of which is attached hereto as Exhibit "C" and made a part hereof for all purposes, as amended from time to time.

Section 1.30 "Residential Property shall mean and refer to any portion of the Property which, from time to time, is zoned for single-family Residential Use or for multi-family or condominium use; however, the term "Residential Property" shal) not include or any real property owned Inofficia any portion of the Master Commen The by or leased to the Master Association for the common use and enjoyment of the Members of the Master Association.

determination by the Board of Directors the Master Association are as to those portions of the Property which, from time to time, zoned for Residential use or for multi family or condominium use shall be final and binding, absent manifest error on the part of such Board of Directors

ions of the Property which, from time to time, zoned for Residential use or for multi family or condominium use shall be final and binding, absent manifest error on the part of such Board of Directors Section 1.31 "Residential Use" shall mean and refer to single family attached and detached housing, apartments, residential condominiums, and duplex housing uses, but shall not include prefabricated housing, mobile homes, hotels, motels, boarding houses, on lodges .

"Supplemental Master Declaration" shall mean and refer to any Supplemental Declaration of Covenants, Conditions, and Restrictions for Lakeside on Preston, annexing additional property , and extending the plan of this Master Declaration to such additional property, prepared and filed of record pursuant to the provisions of Article II of this Master Declaration.

Section 1.33 "Tract" shall mean subdivided or unsubdivided, The improved or unimproved land within the Property, developed or to be developed for Commercial Use. "Tract" shall also mean and refer to unsubdivided , improved, or unimproved land within the Property, developed or to be developed for Residential Use.

term Tract" shall not include land upon which is located a Condominium Building , Apartment Complex, or which land is encompassed within a Lot.

-63216 783 ARTICLE II PROPERTY Section 2.01 Property Subject to Master Declaration. The real property covered by this Master Declaration shall be he Property. The Property and any right, title, or interest therein shall be owned, held, transferred, leased, sold, conveyed, and/or occupied by Declarant and any subsequent owner, lessee, or occupant of all or any part thereof, subject to this Master Declaration and the covenants, conditions, restrictions,

, sold, conveyed, and/or occupied by Declarant and any subsequent owner, lessee, or occupant of all or any part thereof, subject to this Master Declaration and the covenants, conditions, restrictions, easements, liens, and charges herein set forth, which covenants conditions, restrictions, easements, liens, and charges_shal be covenants running with the land and shall be a burden and a benefit to Declarant, her heirs, successore and assigns, persons acquiring or holding any interest in all or any portion of the Property, their grantees, successors, heira, executors, administrators, and assigns.

Section 2.02 Annexation to Property Subject to Master Declaration by Declarant. Any real property which is contiguous to the Property may be annexed to and become subject this Master Declaration and subject to the jurisdiction of the Master Association, without the approval of the Master Association or any other party, provided that a Supplemental Master Declaration covering the real property sought to be annexed, shall be executed by Declarant and recorded in the office of the County Clerk of Collin County, Texas; provided, however, no Supplemental Master Declaration shall be so executed and recorded by the Declarant pursuant to this Section 2.0% more than ten (10) years after the date this Master Declaration is recorded in the Real Property Records of Collin County, Texas.

real property which For purpose of this Article II, located north of Spring Creek Parkway, east of Preston Road or south of Parker Road shall not be deemed to be contiguous to the Property.

The execution and recordation by Unofficia Declarant of any such Supplemental Master Declaration shall constitute and effectuate the annexation of the real property

d to be contiguous to the Property.

The execution and recordation by Unofficia Declarant of any such Supplemental Master Declaration shall constitute and effectuate the annexation of the real property described therein, making any such real property subject to this Master Declaration and subject to the functions, powers, and Jurisdiction of the Master Association, and thereafter said annexed read property shall be a part of the Property and all the In said annexed real property shall automatically be Members of the Master Association.

Although Declarant shall have the ability bo annex other contiguous real property, as provided above to this Master Declaration, Declarant shall not be obligated to annex all or any portion of such real property and such real property shall not become subject to this Master Declaration unless and until a Supplementary Master Declaration shall have been executed and recorded by Declarant as provided Moreover, Declarant reserves the right to subject the annexed property or any part thereof to the plan of one or more separate declarations of covenants, conditions, and restrictions which subjects said real property to the functions, powers, and jurisdiction of an association or other entity with power and obligations similar to the Master Association and which may or may not be subject to this Master Declaration.

Section 2.03 Annexation to Property Subject to Master Declaration by Persons or Entities Other Than Declarant.

Upon approval of at least two-thirds (2/3) of the Delegates, any person or entity other than the Declarant , which owns and desires to add real property, which real property is contiguous to the Property, to the plan of this Master Declaration and subject such to the functions, powers

er than the Declarant , which owns and desires to add real property, which real property is contiguous to the Property, to the plan of this Master Declaration and subject such to the functions, powers , and jurisdiction of the Master Association, may execute and record in the office of the County Clerk of Collin County, Texas, a Supplementary Master Declaration, subjecting such additional contiguous real property to this Master Declaration, -73216 784 and thereafter such additional property shall be a part of the Property, and all the Owners in such additional property shall automatically be Members of the Master Association.

The Section 2.04 Supplementary Master Declarations.

annexation authorized by this Master Declaration shall be accomplished by executing and filing of record in the office of the County Clerk of Collin County, Texas, a Supplementary Master Declaration of Covenants, Conditions, and Restrictions for Lakeside on Preston, or similar instrument, with respect to the additional contiguous real property which shall extend the plan of this Master Declaration to such real property.

Any such Supplementary Master Declaration contemplated above many contain such additions, deletions, and/or modifications of the covenants restrictions, easements, liens, and charges contained in this Master Declaration as may be necessary to reflect the different character, if any, of such annexed real property, and as are not substantially inconsistent with the plan of this Master Declaration. In no event, however, shall any such Supplementary Master Declaration or any merger or consolidation revoke modify) or add to the covenants, conditions, restrictions, easements, liens, or charges established by this Master Declaration, as same

mentary Master Declaration or any merger or consolidation revoke modify) or add to the covenants, conditions, restrictions, easements, liens, or charges established by this Master Declaration, as same relate to and affect that portion of the Property previously subject to this Master Declaration (as constituted immediately prior to the annexation). Further, rate of assessments for and method of determining the assessed valuation of the annexed property shall not result in an assessment substantially less than that affecting the Property, unless such annexed property and the Owners thereof demonstrably prove that they do not enjoy substantially all of the benefits of the Property. Interpretation and discretion of such assessment reduction shall lie with the Board of Directors of the Master Association. Any annexation made pursuant to this Master Declaration when made, shall automatically extend the functions, powers, and jurisdiction of the Master Association to the real property so added.

Section 2.05 Approval of annexation by Residential.or Commercial Association.

Notwithstanding anything to the contrary contained in this Article II with respect to the annexation of additional property to the Scheme of this Master Declaration pursuant to Section 2.03 hereof, the following conditions must be satisfied before the annexation shall be effective (provided, however, that such conditions need not be satisfied in connection with any annexation which is made pursuant to Section 2.02 of this Master Declaration): (a) If all or any portion of the property being annexed is dedicated or restricted to Commercial Use, the Board of Directors of the Commercial Association must have approved such annexation, and (b) If all or any portion of the property

perty being annexed is dedicated or restricted to Commercial Use, the Board of Directors of the Commercial Association must have approved such annexation, and (b) If all or any portion of the property being annexed is dedicated or restricted to Residential Use, the Board of Directors of the Residential Association must have approved such Annexation.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS IN THE MASTER ASSOCIATION Section 3.01 Membership. Each and every Owner shall automatically be a Member of the Master Association without the necessity of any further action on his part, subject to the terms of this Master Declaration, the Articles of Incorporation, and the Bylaws of the Master Association. The terms and provisions set -87 3216 785 forth in this Master Declaration, which are binding upon all Owners, are not exclusive, as owners shall, in addition, be subject to the terms and provisions of the Articles of Incorporation and the Bylaws of the Residential Association or the Commercial Association, as applicable, and the Residential Declaration or the Commercial Declaration, as applicable.

Membership of an Owner in the Master Association shall be appurtenant to and may not be separated from the interest of such Owner in and to any portion of the Property. Ownership of any portion of the Property shall be the sole qualification for being a Member; provided, however, a Member's privileges in the Master Common Area may be regulated or suspended as provided in this Master Declaration.

Section 3.02 Transfer.

Membership of an Owner in the Master Any Association may not be severed from or in any way transferred, pledged, mortgaged, or alienated except upon the sale or assignment of said Owner's interest in all or any part of the Property

aster Any Association may not be severed from or in any way transferred, pledged, mortgaged, or alienated except upon the sale or assignment of said Owner's interest in all or any part of the Property and then only to the purchaser or assignee as the new Owner thereof . Such membership shall not be severed by the encumbrance by an Owner of all or any part of the Property.

attempt to make a prohibited severance, transfer, pledge, mortgage, or alienation shall be void and of no further force or effect . Any transfer of the fee title to a lot, tract, or parcel or real estate out of or a part of the Property shall automatically operate to transfer membership in the Master Association to the New Owner thereof. In the event an Owner should fail or refuse to transfer the membership in the Master Association registered in such Owner's name to the transferee of such Owner's interest in all on any part of the Property, the Master Association shall have the right to record the transfer upon the books and records of the Master Association.

Voting Rights.

As set forth in Section 1.15 Unofficial Section 3.03 hereof, the Members of the Master Association shall be represented before the Master Association by Delegates, three (3) of which shall be appointed by the Board of Directors of the Commercial Association two (2) of which shall be appointed by the Board of Directors of the Residential Association, and two (2) of which shall be appointed by the Declarant. The Members shall have no voting rights with respect to matters before the Master Association , all of such rights being vested in the Delegates.

Except as expressly provided otherwise herein or in the Articles of Incorporation or Bylaws of the Master Association, a majority vote of the Delegates

ll of such rights being vested in the Delegates.

Except as expressly provided otherwise herein or in the Articles of Incorporation or Bylaws of the Master Association, a majority vote of the Delegates present at any meeting of the Delegates shall decide any question brought before such meeting.

the Delegates shall have one (1) vote.

Each of Upon conversion of the Class B Membership of Declarant in the Residential Association to Membership therein, one (1) of the Delegates appointed by the Declarant shall become a Delegate representing the Residential Association and appointed by the Board of Directors thereof.

Similarly, upon conversion of the Class B Membership of Declarant in the Commercial Association to Class A Membership therein, one (1) of the Delegates appointed by the Declarant shall become a Delegate representing the Commercial Association and appointed by the Board of Directors thereof.

With respect to the votes required of Members of the Residential Association or Commercial Association pursuant to the respective Sections of the Residential Declaration or Commercial Declaration set forth below, the Delegates shall be bound to cast their votes in accordance with the desires of the Members of the Association represented by such Delegates: (a) Sections 3.06; and 3.07 of the Commercial Declaration; (b) Sections 3.06 and 3.07 of the Residential 'Declaration .

-93216 786 Section 3.04 Quorum, Notice, and Voting Requirements.

(a) Subject to the provisions of Paragraph (c) of this Section 3.04, any action authorized by Sections 4.06 and 4.07 of Article IV of this Master Declaration shall require the assent of a majority vote of all Delegates and a majority vote of the collective Delegates representing the Residential and Commercial Associations, which Delegates

aster Declaration shall require the assent of a majority vote of all Delegates and a majority vote of the collective Delegates representing the Residential and Commercial Associations, which Delegates are voting in person at a meeting duly called for that purpose, written notice of which meeting shall be given to all Delegates not less than ten (10) days nor more than sixty (60) days in advance and shall set forth the purpose of such meeting. For example, if there are two (2) Delegates representing Declarant, three (3) Delegates representing the Commercial Association and two (2) Delegates representing the Residential Association present at any such meeting, the affirmative vote of at least four (4) of such Delegates and the affirmative vote of at least three (3) of the five (5) Delegates collectively representing the Commercial Association and the Residential Association shall be required in order to approve any action authorized by Sections 4.06 and 4.07 of this Master Declaration.

(b) As an alternative to the procedure set forth above , any action referred to in Paragraph (a) of this Section may be taken with the assent given in writing and signed by all of the Delegates representing the Residential and Commercial Association; so long as all Delegates are given at least ten (10) days prior written notice of the action to be taken in accordance with this Section 3.04(b).

Unofficial (c) Except as specifically set forth in this Master Declaration, notice, voting and quorum requirements for all action to be taken by the Master Association shall be consistent with its Articles of Incorporation and Bylaws, as same may be amended from time to time.

Except as set forth in Section 3.04(a) and 3.04 (b), the quorum requirements are governed by the Bylaws.

ARTICLE IV ASSESSMENTS

s of Incorporation and Bylaws, as same may be amended from time to time.

Except as set forth in Section 3.04(a) and 3.04 (b), the quorum requirements are governed by the Bylaws.

ARTICLE IV ASSESSMENTS Section 4.01 Covenants for Assessments.

each Estate owned by it out of any part of the Property, hereby The Declarant, for covenants and agrees to pay, and each Owner of any Estate by acceptance of a deed or other conveyance document creating in such Owner the interest required to be deemed an Owner, whether or not it shall be so expressed in any such deed or other conveyance document, shall be deemed to covenant and agree (and such covenant and agreement shall be deemed to constitute a portion of the consideration and purchase money for the acquisition of such Estate) to pay to the Commercial Association or Residential Association, as applicable (or to any entity or collection agency designated by the Commercial Association or Residential Association, as applicable): (1) annual assessments or charges (as specified in Section 4.03 of this Article IV), such assessments to be fixed, established, and collected from time to time as herein provided ; (2) special assessments for capital improvements and other purposes ( as specified in Section 4.04 of this Article IV), such assessments to be fixed, established, and collected from time to time as herein provided; and (3) individual -103216 787 special assessments levied against individual Owners to reimburse the Master Association for extra costs for maintenance and repairs caused by the willful or negligent acts or omissions of an individual owner and not caused by ordinary wear and tear (as specified in Section 4.05 of this Article IV), such assessments to be fixed , established, and collected from time to time as herein

of an individual owner and not caused by ordinary wear and tear (as specified in Section 4.05 of this Article IV), such assessments to be fixed , established, and collected from time to time as herein provided. The assessments ("Assessments") described in (1), (2), and (3) of this Section 4.01 of this Article IV, together with interest thereon, attorneys' fees, court costs, and other costs of collection thereof , as herein provided, shall also be the personal obligation of the Owner of such Estate against which such Assessment is made at the time when the Assessment fell due.

Owner may exempt himself from liability for such Assessment waive or otherwise escape liability for the Assessments for nonuse of the Master Common Area or abandonment of his Estate the personal obligation to pay any such Assessment, together with interest thereon , attorneys' fees, court costs, and other costs of collection thereof, as herein provided, shall be a charge on the land and shall be a continuing lien upon each Estate against which each such assessment is made . The personal obligation to pay any such Assessment, together with interest thereon, attorneys' fees, court costs, and other costs of collection thereof, as herein provided, shall pass to the successors in title of such Owner, whether or not expressly assumed in writing by such successors; provided that such personal obligation with respect to any Assessments and other costs and charges arising prior to the date of any judicial or non judicial foreclosure shall not pass to mortgagees of such Owner who succeed to the title of such Owner by virtue of such judicial or non-judicial foreclosure; however, any such mortgagee shall have a personal obligation to pay any Assessments or other such cost of charge arising on or after the

h Owner by virtue of such judicial or non-judicial foreclosure; however, any such mortgagee shall have a personal obligation to pay any Assessments or other such cost of charge arising on or after the date of such foreclosure .

The Assessments levied Unofficial Section 402 Purpose of Assessments.

by the Master Association shall be used, in part, for the purpose of: (1) promoting the recreation, comfort, health, safety, and welfare of the Members of the Master Association, the users, and/or the residents of the Property; (2) managing the Master Common Area; (3) enhancing the quality of life in the Property and the value of the Property and in particular for the improvement and maintenance of the properties, services, and facilities devoted to the purpose and related to the use and enjoyment of the Property, including, but not limited to, the payment of taxes on the Master Common Area and insurance in connection with Master Common Area and the repair, replacement, and addition thereto; (4) paying the cost of labor , equipment (including the expense of leasing any equipment) ; (5) for carrying out the powers and duties of the Board of Directors of the Commercial Association and the Residential Association as set forth in the Commercial Declaration and the Residential Declaration; (6) carrying out the purposes of the Commercial Association and the Residential Association as stated in their respective Articles of Incorporation; (7) for carrying out the powers and duties of the Architectural Review Committee and the Board of Directors of the Master Association, including, without limitation, the purchase of insurance coverage pursuant to Article VII hereof ; and (8) carrying out the purposes of the Master Association as stated in the Master Declaration and the Articles of

hout limitation, the purchase of insurance coverage pursuant to Article VII hereof ; and (8) carrying out the purposes of the Master Association as stated in the Master Declaration and the Articles of Incorporation of the Master Association.

Section 4.03 Annual Assessments.

The Delegates shall establish an annual budget in advance for each fiscal year, and such budget shall project all expenses anticipated by such Delegates for the purposes described in Sections 4.02 and 4.11 of this Master Declaration. The annual assessment to be levied against the Members of the Master Association for such fiscal year shall be established by the adoption of such annual budget by the Delegates. However, should the Delegates at any time determine, in the sole discretion of the Delegates, that the assessments levied are or may prove to be insufficient to pay the costs of the Master Association in any fiscal year for any reason (including -113216 788 7 non-payment of assessments by Members of the Master Association), then the Delegates shall have the authority at any time and from time to time levy such additional assessment or assessments as they shall deem to be necessary for that purpose subject, however, to the provisions of Section 4.06 hereof.

All assessments levied against Members of the Master Association , whether annual or special (and except for the special individual assessments described in Section 4.05 hereof), shall be apportioned among and paid by the Members in accordance with their respective Proportionate Shares.

As used herein, the "Proportionate Share" of each Member of the Master Association (and attributable to the portion of the Property and by such Member) shall mean a fraction, the numerator of which is the Allocated Interest

oportionate Share" of each Member of the Master Association (and attributable to the portion of the Property and by such Member) shall mean a fraction, the numerator of which is the Allocated Interest attributable to the portion of the Property owned by such Member, and the denominator of which is the sum of the allocated interests attributable to all portions of the Property. The Allocated Interest attributable to various portions jer of the Property shall be determined, from time to time, as follows: 1.

2.

3.

4.

The Allocated Interest attributable to each bot, whether improved or unimproved, shall be 1.0.

The Allocated Interest attributable to any Condominium Unit in a Condominium Building for which a certificate of occupancy has been issued by the appropriate governmental authorities shall be 0.25.

The Allocated Interest attributable to any portion of the Property upon which any Apartment Complex is located shall be (i) 0.25, multiplied by (Ni) the number of Apartment Units contained in such Apartment Complex.

The Allocated Interest attributable to any portion of the Property which is zoned for Residential Use, whether improved or unimproved , and which does not constitute (A) a Lot, or (B) portion of a Condominium Unit, or (C) a portion of an Apartment Complex, shall be equal to (i) the number of square feet of land contained in such portion, divided by (11) 14,000. A fractional allocated Unoffic 7.

interest attributable to any portion of the Property pursuant to this provision shall be rounded off to the nearest onequarter The Allocated Interest attributable to any portion of the Property, whether improved or unimproved, which is coned for Commercial Use shall be (1) 6.25, multiplied y (ii) the number of Net Acres contained within such

terest attributable to any portion of the Property, whether improved or unimproved, which is coned for Commercial Use shall be (1) 6.25, multiplied y (ii) the number of Net Acres contained within such portion of the Property. For purposes of the immediately preceding sentence, the number of "Net Acres contained in a parcel shall mean the total number of gross acres contained in such parcel, minus the number of acres in such parcel which lie within the boundaries of the 100-year floodplain or within the right-of-way of publicly dedicated roadways, all as determined by the Delegates.

Notwithstanding any of the foregoing, the Allocated Interest attributable to any portion of the Property which constitutes Master Common Area shall be zero.

Notwithstanding any of the foregoing, the Allocated Interest attributable to any portion of the Property owned by Declarant and designated as private or public open space, pursuant to the applicable zoning plan or development plan therefor, as the same may exist from time to time, shall be zero.

-123216 789 The determination by the Delegates of the Allocated Interest attributable to the various portion of the Property shall be conclusive and binding, absent manifest error on the part of the Delegates.

Each Member of the Master Association agrees to pay an annual assessment to the Master Association equal to the product of (i) the annual budget established by the Delegates with respect to the applicable fiscal year of the Master Association, multiplied by (ii) the Proportionate Share attributable to any portion of the Property owned by such Member. In addition, each Member of the Master Association agrees to pay such Member's Proportionate Share of any special assessments levied by the Master Association.

on of the Property owned by such Member. In addition, each Member of the Master Association agrees to pay such Member's Proportionate Share of any special assessments levied by the Master Association.

such annual and special assessments shall be paid by the Members of the Master Association directly to the Master Association.

The failure or delay of the Delegates to prepare or adopt a budget for any year shall not constitute release or waiver of a Member's obligation to pay his Proportionate Share of the applicable annual assessment established with respect to such year whenever the same shall be determined; and in the absence of any annual budget, each Member shall continue to pay annual assessments at the rate established for the previous fiscal year until notice of the new payment which is due after such new budget is adopted.

The Master Association may not accumulate surplus at the end of any fiscal year (exclusive of accumulated surplus for reserves and deferred maintenance, repair and replacement) which is more than thirty (308) of the maximum permissible annual assessment for the subsequent fiscal year to be levied against the Members of the Master Association The Delegates to the Master Association Unofficial shall, should any such excess surplus exist at the end of any fiscal year, reduce the annual assessment to be levied against the Members of the Master Association for the subsequent fiscal year by an amount equal to such excess surplus.

Section 4.04 Special Assessments. In addition to the annual assessments authorized by Section 4.03 of this Article IV, the Master Association may levy in any calendar year a special assessment for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, following acceptance

le IV, the Master Association may levy in any calendar year a special assessment for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, following acceptance of Master Common Area by the Master Association, unexpected repair or replacement of a capital improvement upon the Master Common Area, including the necessary fixtures and personal property related thereto; for maintenance of the Master Common Area and Improvements therein; for any unusual or emergency purpose(s) (including without limitation those matters arising out of litigation and/or judgments); or for carrying out other purposes of the Master Association as stated in the Articles of Incorporation of the Master Association; provided that any such special assessment levied by the Master Association shall have the affirmative approval of a majority of the collective Delegates representing the Commercial Association and the Residential Association as provided in Section 4.07 below.

Any such special assessment levied by the Master Association shall be paid by the Owner(s) directly to the Master Association.

Section 4.05 Special Individual Assessments. The Master Association may, upon the majority vote of the Delegates, levy special assessments against individual Owners for: (1) reimbursement to the master Association for repairs of the Master Common Area or any improvements thereto occasioned by the willful or negligent acts of such Owner(s) and not the result of ordinary wear and tear or (ii) for payment of fines, penalties, or other charges imposed against an individual or separate Owner -133216 790 relative to such Owner's failure to comply with the terms and provisions of this Master Declaration or the By-Laws of the Master Association.

osed against an individual or separate Owner -133216 790 relative to such Owner's failure to comply with the terms and provisions of this Master Declaration or the By-Laws of the Master Association.

Any such special individual assessment levied by the Master Association shall be paid by the Owner(s) directly to the Master Association.

Section 4.06 Vote Required for Increase in Rate of Annual Assessment . Any increase in the rate of the annual assessment as authorized by Section 4.03 of this Article IV (following adoption of the first annual assessment) to a rate which exceeds one hundred five percent ( 105%) of the rate of the annual assessment for the immediately preceding calendar year must be approved by majority of the collective Delegates representing the Commercial Association and the Residential Association voting in person at a meeting duly called for such purpose. Delegates shall be bound to vote in accordance with the vote of the Members that such Delegates represent as provided in Section 3.03 hereof Any Section 4.07 Vote Required for Special Assessment.

special assessment levied by the Master Association in accordance with Section 4.04 of this Article IV must be approved by majority of the collective Delegates representing the Commercial Association and the Residential Association voting in person at a meeting duly called for such purpose. Delegates shall be bound to vote in accordance with the vote of the Members that such Delegates represent as provided in Section 3.03 hereof and as provided in the respective Residential or Commercial Declarations.

Section 4.08 Date of Commencement of Annual Assessments and Due Date of Assessments.

this Master Declaration shall commence as to the property on The annual assessments provided for in July 1, 1991, and such

4.08 Date of Commencement of Annual Assessments and Due Date of Assessments.

this Master Declaration shall commence as to the property on The annual assessments provided for in July 1, 1991, and such assessment or any installment thereof (if payable in installments) shall be considered delinquent if not paid within thirty (30) days after such assessment or any installment thereof is stated to be due and payable.

annual assessment shall be made for the balance of the calendar The first year in which it is levied.

The amount of the annual assessment which may be levied for the balance remaining in the first year of assessment shall be an amount which bears the same relationship to the annual assessment provided for in Section 4.03 of this Article IV as the remaining number of months in that year bear to twelve (12). The annual assessments for any year after 1991 shall become due and payable on January 1 of such year, and such assessment or any installment thereof (if payable in installments} shall be considered delinquent if not paid within thirty (30) days after such assessment or any installment thereof is stated to be due and payable. Notwithstanding the foregoing, the Delegates may, at their election, provide that annual assessments be paid in monthly, quarter, or semi-annual assessments, or in single annual installments.

The due date and the date of delinquency of any special assessment or special individual assessment under Section 4.04 or 4.05 of this Article IV, respectively, shall be fixed by the Master Association.

.

Section 4.09 No Offsets. All Assessments shall be payable in the amount specified by the Master Association, and no offsets against such amount shall be permitted for any reason.

Section 4.10 Reserves. The annual assessments shall, aв determined

l be payable in the amount specified by the Master Association, and no offsets against such amount shall be permitted for any reason.

Section 4.10 Reserves. The annual assessments shall, aв determined by the Delegates to the Master Association, include reasonable amounts as determined by the Delegates to the Master Association as reserves for the future periodic maintenance, repair, and/or replacement of all or a portion of the Master Common Area and the improvements thereon. All amounts collected as reserves, whether pursuant to this Section or otherwise, shall be deposited by the Master Association in a separate bank account -143216 791 or accounts (so as not to exceed, to the extent reasonably.

possible, applicable FDIC or other federal insurance limits) to be held in trust for the purpose for which they were collected and are to be segregated from and not commingled with any other funds of the Master Association. Assessments collected as reserves shall not be considered to be advance payments of regular assessments.

Section 4.11 Nonpayment of Assessments.

(a) Delinquency. Any assessment provided for in this Master Declaration which is not paid in full on or before the date ("delinquency date") which is thirty (30) days after the date upon which such Assessment first became due and payable.

The Master Association shall have the right to reject partial payment of an Assessment and demand full payment thereof any Assessment or part thereof is not paid within ten (1DY days after the delinquency date, the unpaid amount Assessment shall bear interest from the delinquency date until paid at a rate equal to the lesser of eighteen percent (18%) per annum or the maximum awful ate Acceptance by the Master Association of partial payment of any Assessment shall not

linquency date until paid at a rate equal to the lesser of eighteen percent (18%) per annum or the maximum awful ate Acceptance by the Master Association of partial payment of any Assessment shall not be deemed to constitute a waiver or forgiveness of the unpaid portion of such Assessment.

(b) Lien. The unpaid amount of any Assessment not paid by the delinquency date shall, together with the interest thereon as provided in Section 411(a) of this Article IV and the cost of collection thereof, including reasonable attorneys' fees, as herein provided, thereupon become a continuing lien and charge on the Estate of the non-paying Owner subject Such Assessment which shall bind such Estate in the hands of the Owner, and his heirs, executors, administrators , devisees, personal representatives, Unofficia successors, and assigns the aforesaid lien shall be superior iens and charges against the said real to all other property, except only for tax liens and the lien of any bona fide mortgage or deed of trust placed upon said real property; provided, however, that any such mortgage or deed of trust shall be subject and inferior to the lien securing those past que assessments for which a written notice of past que assessments has been recorded at the time such mortgage or deed of trust is filed of record. The Master Association shall have the power to subordinate the lien securing the ayment of any Assessment rendered by the Master Association to any other lien . Such power shall be entirely discretionary with the Master Association. As herein before stated the personal obligation of the Owner, at the time of such Assessment , to pay such Assessment shall remain the personal obligation of such Owner and may pass to such Owner's successors in the title whether or not expressly

n of the Owner, at the time of such Assessment , to pay such Assessment shall remain the personal obligation of such Owner and may pass to such Owner's successors in the title whether or not expressly assumed by them in writing, as set forth in Section 4.01 hereinabove.

The lien for the unpaid Assessments shall be unaffected by any sale or assignment of an Estate and shall continue in full force and effect; and such a sale or assignment shall not relieve the Owner of such real property from liability for any Assessment thereafter becoming due nor from the lien of any such subsequent Assessment.

To give notice of the aforesaid lien, the Master Association shall prepare a written notice of lien setting forth the amount of the unpaid indebtedness, the name of the Owner of the Estate, covered by such lien, as shown on the records of the Association, and a description of the Estate covered by such lien . Such notice shall be executed by one of the officers of the Master Association and shall be recorded in the office of the County Clerk of Collin County, Texas.

-153216 792 (c) Remedies. The lien securing the payment of the Assessments shall attach to the Estate belonging to such nonpaying Owner. Subsequent to the recording of a notice of the lien as provided in this Section 4.11, the Master Association may institute an action at law against the Owner or Owners personally obligated to pay the Assessment and/or for the foreclosure of the aforesaid lien by judicial foreclosure.

In any foreclosure proceeding, the Owner shall be required to pay the costs, expenses, and reasonable attorneys' fees incurred by the Master Association in connection therewith.

In the event an action at law is instituted against the Owner or the Owners personally obligated to pay the Assessment,

able attorneys' fees incurred by the Master Association in connection therewith.

In the event an action at law is instituted against the Owner or the Owners personally obligated to pay the Assessment, there shall be added to the amount of any such Assessment the interest provided in this Section, the costs of preparing and filing the complaint in such action, and the reasonable, attorneys' fees incurred in connection with such actions and in the event a judgment is obtained, such judgmen include interest on the Assessment as provided in this Section and a reasonable attorneys' fee to be fixed by the court, together with the costs of the action.

vests in the Master Association the right and power to bring all actions at law for lien foreclosure against such Owner or other Owners for the collection of such delinquent Assessments. Upon the written request of any mortgagee holding a first lien on any part of the property, the Master Association shall report to said mortgagee any Assessments against such part of the Property remaining unpaid for longer than sixty ( 60) days after the delinquency date of such Assessment.

Section 4.12 Exempt Property.

The following property subject to the Master Declaration shall (except as hereinafter provided ) by exempt from the assessments, charges, and liens created in this Master Declaration: Unofficial (a) All properties dedicated and accepted by the local public authority, public utilities, and devoted to public use, including, but not limited to any and all property owned by any school district; (b) All Master Common Areas and (c) All portions of the Property owned by Declarant and designated as private or public open space pursuant to the applicable zoning plan or development plan therefor, as the same may exist from time to time.

portions of the Property owned by Declarant and designated as private or public open space pursuant to the applicable zoning plan or development plan therefor, as the same may exist from time to time.

Portions of the Property which are exempt from the Assessments, charges, and liens created by this Master Declaration pursuant to Section 4.

(a) shall in any event be subject to provisions of this Master Declaration, including, but not limited to, the Protective Covenants of Article IX, architectural review requirements of Article X, and liability for special individual assessments as set forth herein. Owners of portions of the Property which are exempt pursuant to this Section 4.12 shall be Members of the Master Association, Residential Association, and/or Commercial Association , as applicable, but shall not have voting rights in such Associations with respect to ownership of such portion of the Property.

Section 4.13 Estoppel Information from Board of Directors with Respect to Assessments. The Board of Directors of the Master Association shall upon written request, and upon receipt of a description of the portions of the Property owned by an Owner, furnish to such Owner, a certificate in writing signed by an officer of the Master Association, setting forth whether said Assessment has been paid . Such certificate shall be conclusive evidence of payment of any Assessment therein stated to have been paid. A reasonable charge may be made by the Board for the issuance of such certificates .

-163216 793 ARTICLE V GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS OF THE MASTER ASSOCIATION Section 5.01 Powers and Duties. The affairs of the Master Association shall be conducted by the Board of Directors (herein so-called) of the Master Association. The Board of Directors of

R ASSOCIATION Section 5.01 Powers and Duties. The affairs of the Master Association shall be conducted by the Board of Directors (herein so-called) of the Master Association. The Board of Directors of the Master Association shall be composed of all of the Delegates to the Master Association. In addition to the Powers and duties enumerated in the Articles of Incorporation and the Bylaws of the Master Association, or elsewhere provided for herein, and without limiting the generality thereof, the Board of Directors of the Master Association, for the mutual benefit of the Members of the Master Association, shall have the following powers and/or duties?

+ (a) If, as and when the Board of Directors of the Master Association, in its sole discretion, deems necessary, it may take such action to enforce the terms and provisions of this Master Declaration, the Master Articles of Incorporation and/or the Bylaws of the Master Association by appropriate means and carry out the obligations of the Master Association hereunder, including without limitation, the expenditure of funds of the Master Association, the employment of legal counsel and accounting services, the commencement of legal causes of action, the promulgation and enforcement of the Master Association Rules (herein socalled) which may include the establishment of the system of fines and/or penalties enforceable as special individual assessments as provided in Section 4.05 of Article IV to this Master Declaration, and to enjoin and/or seek legal damages from any Owner fo Unofficial violation of such provisions or rules; To acquire, maintain in good repair and condition (reasonable wear and tear and damage from casualty excepted), and otherwise manage the Master Common Area and all

olation of such provisions or rules; To acquire, maintain in good repair and condition (reasonable wear and tear and damage from casualty excepted), and otherwise manage the Master Common Area and all facilities, improvements, and landscaping thereon, and all personal property acquired or owned by the Master Association; To execute all declarations of ownership for tax assessment purposes and to pay any and all real and personal property taxes and other charges or assessments assessed gainst the Master Common Area, unless the same are separately assessed to all or any of the Owners; To obtain, for the benefit of the Master Common Area, all water, gas, and electric services, refuse collections, landscape maintenance services, and other services, which in the opinion of the Board of Directors of the Master Association shall be necessary and proper; (e) to make such dedications and grant such easements, licenses, franchises, or other rights which in its opinion are necessary for street, right-of-way, utility, sewer, drainage, and other similar facilities, or video services, cable television services, security services, communication services , and other similar services over the Master Common Area to serve the Property or any part thereof; (f) To contract for and maintain such policy or policies of insurance as may be required by this Master Declaration or as the Board of Directors of the Master Association deems necessary or desirable in further in the purposes of and protecting the interest of the Master , Association and its Members; -173216 794 (g) To borrow funds to pay costs of operation secured by assignment or pledge of its rights against delinquent Owners to the extent deemed advisable by the Board of Directors of the Master Association; provided that the

to pay costs of operation secured by assignment or pledge of its rights against delinquent Owners to the extent deemed advisable by the Board of Directors of the Master Association; provided that the aggregate amount of such loans which is outstanding at any time shall not exceed twenty-five percent (25%) of the then applicable annual budget levied against the Members; and further provided that the funds from such borrowings shall be utilized exclusively for emergency replacements or repairs, unanticipated expenses of the Association and other expenses for which adequate reserves are not available, and in no event for purchase of new capital improvements; (h) To enter into contracts for legal and accounting services, maintain one or more bank accounts, and generally, to have the powers necessary or incidental to the operation and management of the Master Association and the Master Common Area; (1) If, as and when the Board of Directors of the Master Association, in its sole discretion, deems necessary, it may take action to protect or defend the Master Common Area or other property of the Master Association from loss or damage by suit or otherwise; (J) To sue and defend in my court of law on behalf of the Master Association or one or more Members thereof; (k) To establish and maintain a working capital and/or contingency fund in an amount to be determined by the Board of Directors of the Master Association (1) To make reasonabl rules and regulations for the operation and use of the Master Common Area and to amend same from time to time; provided, however, that any such rule or regulation may be amended or repealed by an instrument in writing signed by at least sixty-six and two-thirds percent (66-2/3%) of the Delegates; (m) To make available to each Owner, upon Owner's

e or regulation may be amended or repealed by an instrument in writing signed by at least sixty-six and two-thirds percent (66-2/3%) of the Delegates; (m) To make available to each Owner, upon Owner's request, and any individual or entity holding a mortgage or deed of trust on any lot, tract, or parcel of real estate out of or a part of the Property, upon request, within sixty (60) days after the end of each fiscal year, an unaudited annual report prepared in accordance with generally accepted accounting principals, and such annual report shall contain a balance sheet, income statement, statement by sources and uses of funds; (1) To adjust the amount, collect, and use any insurance proceeds to repair damage or replace lost property owned by the Master Association, and if the proceeds are insufficient to repair damage or replace lost property owned by the Master Association, to assess the Members in proportionate amounts to cover the deficiency as set forth in Section 4.04 ; (0) To provide services for the benefit of the Members, that may include but not be limited to, security, entertainment, recreation, education, and television cable; (p) To maintain the landscaped areas of Estates, all at the sole cost and expense of Owners contracting with the Master Association for the provision of such services; -187 3216 795 (g) If for the benefit of the Members, to contract with the City of Plano, Texas, for maintenance of property of the City of Plano, Texas , located within or appurtenant to the Property.

Such contracts may provide that the Master Association shall contribute funds to augment or supplement costs incurred by the City of Plano, Texas, in maintaining improvements established for the benefit of the Members or may provide that

aster Association shall contribute funds to augment or supplement costs incurred by the City of Plano, Texas, in maintaining improvements established for the benefit of the Members or may provide that the Master Association shall maintain city of Plano, Texas, properties with or without contributions from such governmental authorities, so long as Master Association funds are used for the benefit, in general, of the Members; and (r) To delegate its powers and duties to committees officers , agents or employees, as provided in the Bylaws the Master Association , employ a manager or other persons, and contract with independent contractors or managing agents who have professional experience to perform all or any part of the duties and responsibilities of the Board of firectors of the Master Association , provided that any contract with a person or entity appointed as a manager or managing agent shall be terminable without cause upon not more than thirty (30) days written notice by the Master Association and shall have a term of not more than one (1) year with successive one (1) year renewal periods upon the mutual agreement of the parties.

Section 5.02 Contracts Terminable.

Prior to the date that the Declarant is no longer empowered to appoint Any Delegates to the Master Association, the Board of Directors shall enter into no contracts or agreements which are not terminable by such Board, without penalty or termination costs, (90 ) days prior written notice.

upon no more than ninety ARTICLE VM PROPERTY RIGHTS IN THE MASTER COMMON AREA Section 6.01 Members Easements of Enjoyment.

Subject to the provisions of Section 6.03 of this Article, every Member and every tenant of every Member shall have a right and easement of use and enjoyment in and to the

bers Easements of Enjoyment.

Subject to the provisions of Section 6.03 of this Article, every Member and every tenant of every Member shall have a right and easement of use and enjoyment in and to the Master Common Area, and such easement shall be appurtenant to and shall pass with the title of every Estate, PROVIDED HOWEVER, such easement shall not give such person the right to make alterations , additions, or improvements to the Master Common Area.

Section 602- Title to the Master Common Area.

shall from time to time, dedicate and convey (as such time as any The Declarant Master Common Area shall be created by the Declarant) the fee simple title to those portions of the Master Common Area owned by Declarant the Master Association , and such Master Common Area shall be accepted by the Master Association in writing.

time any Master Common Area is conveyed by Declarant to the Master If at the Association, it is intended by the Master Association that permanent landscaping or improvements be constructed or installed on such Master Common Area, the Master Association shall, as a condition to acceptance of such Master Common Area, require either (i) that such landscaping and improvements be completed at the time of such conveyance, or (ii) that Declarant execute such agreements and provide such assurances as may be reasonably necessary to ensure that such landscaping and improvements will be completed within a reasonable period of time after such conveyance at no cost or expense to the Master Association.

Common Area shall by conveyed without consideration and subject to Such Master no liens or assessments other than the lien for current ad valorem taxes (which taxes shall be prorated as of the date of conveyance) which are not yet due and payable, and assessments, or

Such Master no liens or assessments other than the lien for current ad valorem taxes (which taxes shall be prorated as of the date of conveyance) which are not yet due and payable, and assessments, or installments of assessments, which are not yet due and payable.

-193216 796 Section 6.03 Extent of Members' Easements.

easements of enjoyment created hereby shall be subject to the The rights and following: (a) The right of the Master Association to prescribe regulations governing the use, operation, and maintenance of the Master Common Area.

(b) The right of the Master Association to enter into and execute contracts with third parties (including the Declarant, or an affiliate of the Declarant, so long as such contracts do not provide for compensation to the Declarant, or its affiliate, which exceeds compensation which would be paid to an independent third party for such services) for the purpose of providing maintenance or such other materials or services consistent with the purposes of the Master Association; (c) The right of the Master Association to take such steps as are reasonably necessary to protect the Master Common Area against judgment or foreclosure.

Section 6.04 Liens. Notwithstanding anything to the contrary contained herein, in no event shall the Master Association (acting through its Board of Directors or otherwise place or consent to the placement of any lien or security interest on all or any portion of the Master Common Area.

ARTICLE VI INSURANCE, REPAIR, AND RESTORATION Section 7.01 Insurance.

Directors or its duly authorized agent shall have the authority to The Master Association's Board of and shall obtain insurance for all insurable improvements to the Master Common Area. The insurance shall cover loss or damage by fire or other hazards, including

y to The Master Association's Board of and shall obtain insurance for all insurable improvements to the Master Common Area. The insurance shall cover loss or damage by fire or other hazards, including extended coverage, vandalism, and malicious mischief, and shall be in an the full replacement costs of any repair amount sufficient to cover event of damage or destruction from any such hazard.

or reconstruction in the The Board of Directors of the Master Association shall obtain a public liability policy applicable to the Common Area covering the Master Association and its Members for all damage, liability or injury caused by or incurred as a result of the negligence or misconduct of the Master Association and its directors, officers, Members or agents combined single limit of at least Five Million ($5,000,000.00) The public liability policy shall have a Dollars Premiums for all insurance shall be common expenses of the Master Association. The policies may contain a reasonable deductible, and the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement costs.

All such insurance coverage obtained by the Board of Directors of the Master Association shall be written in the name of the Master Association, as trustee, for the respective benefited parties, as further identified in subparagraph (b), below. Such insurance shall be governed by the provisions hereinafter set forth: (a) All policies shall be written with a company licensed to do business in Texas and holding a rating of XI or better in the Financial Category as established by A.M.

Best Company, Inc., if available, or, if not available, the most nearly equivalent rating.

-203216 797

in Texas and holding a rating of XI or better in the Financial Category as established by A.M.

Best Company, Inc., if available, or, if not available, the most nearly equivalent rating.

-203216 797 (b) All policies shall be for the benefit of the Owners and their mortgagees , as their interests may appear.

(c) Exclusive authority to adjust losses under policies obtained by the Master Association shall be vested in the Master Association's Board of Directors; provided however, no mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto.

(d) In no event shall the insurance coverage obtained and maintained by the Master Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, of their mortgagees, and the insurance carried by the Master Association shall be primary.

(e) All casualty insurance policies hall have an inflation guard endorsement, if available on a commercially reasonable basis, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Collin County Texas (f) The Master Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provided for the following: Officia (i) a waiver of subrogation by the insurer as to any claims against the Master Association's Board of Directors, its manager, the Owners, and their respective tenants servants agents and guests, if available on a reasonable basis; commercial a waiver by the insurer of his rights to repair and reconstruct instead of paying cash;

Owners, and their respective tenants servants agents and guests, if available on a reasonable basis; commercial a waiver by the insurer of his rights to repair and reconstruct instead of paying cash; that no policy may be cancelled, invalidated, or suspended on account of any one or more individual Owners; that no policy may be cancelled, invalidated, or suspended on account of any defect or the conduct of any director, officers, or employee of the Master Association or its duly authorized manager without prior written demand to the Master Association to cure the defect or to cease the conduct and the allowance of a reasonable time thereafter within which a cure may be effected by the Master Association, its manager, any Owner, or mortgagee; (v) that any "other insurance* clause in any policy excludes individual Owners' policies from consideration; and (vi) that no policy may be cancelled or substantially modified without at least twenty (20) days' prior written notice to the Master Association.

The In addition to the other insurance required by this Section, the Board of Directors of the Master Association shall obtain worker's compensation insurance, if and to the extent necessary, to satisfy the requirements of applicable laws, and a fidelity bond or bonds on directors, offices, employees, and other persons handling or responsible for the Master Association's funds.

amount of fidelity coverage shall be at least the sum of three (3) months assessments plus reserves on hand.

waiver of all defenses based upon the exclusion of persons serving Bonds shall contain a without compensation and may not be cancelled or substantially modified without at least ten (10) days' prior written notice to -213216 798 the Master Association.

The Board of Directors of the Master

thout compensation and may not be cancelled or substantially modified without at least ten (10) days' prior written notice to -213216 798 the Master Association.

The Board of Directors of the Master Association may obtain directors and officers liability insurance covering the officers of the Master Association and the members of the Board of Directors of the Master Association in such amounts and upon such terms as such Board of Directors may, in its reasonable discretion, determine .

Section 7.02 Insurance Proceeds.

Proceeds of insurance shall be disbursed by the insurance carrier to the Master Association or contractors designated by the Master Association as the Board of Directors of the Master Association may direct.

Master Association shall use the net insurance proceeds to repair and replace any damage or destruction of property, real or personal, covered by such insurance.

Any balance from the proceeds of insurance paid to the Master Association, as required in this Article, remaining after satisfactory completion of repair and replacement, shall be retained by the Master Association as a part of a general reserve fund for repair and replacement of subject property.

Section 7.03 Insufficient Proceeds.

If the insurance proceed are insufficient to repair or replace any loss the Master Association may levy a special assessment as provided for in Article IV of this Master Declaration to cover the deficiency. If the insurance proceeds are insufficient to repair or replace any loss or damage for which an Owner is bound hereunder, such Owner shall, as his undivided responsibility, promptly pay any excess costs of repair or replacement Section 7.04 Master Association as attorney-In-Fact.

Each Owner, by ownership of an interest in the property, or any portion

ided responsibility, promptly pay any excess costs of repair or replacement Section 7.04 Master Association as attorney-In-Fact.

Each Owner, by ownership of an interest in the property, or any portion thereof, shall be deemed to have irrevocably appointed the Master Association as his or its true and lawful attorney-in-fact to act in connection with the following?

Unofficia (a) The Master Association as said attorney-in-fact shall have full power and authority for the purpose of dealing with the Master Common Area upon its partial or complete destruction.

Without limiting the generality of the foregoing, the Master Association, as attorney-in-fact, shall have full and complete authorization , right and power to make, execute, and deliver any contract, deed, or other instrument with respect to the interest of any Owner which is necessary or appropriate to exercise the power herein The Master Association shall have full authority, right, and power, as attorney-in-fact, to cause any repair and restoration of the Master Common Area permitted or required pursuant to this Master Declaration or the Bylaws of the aster Association.

The Master Association as said attorney-in-fact shall also have the full power and authority to purchase and maintain a master policy of fire and extended coverage, vandalism, and malicious mischief and liability insurance (the "Master Policy") covering the Master Common Areas.

Without limiting the generality of the foregoing, the Master Association shall have full and complete authorization, right, and power to collect and remit premiums for the Master Policy, to collect proceeds and to distribute the same to the Master Association, Owners, and their respective mortgagees (subject to the provisions of this Master Declaration and the

s for the Master Policy, to collect proceeds and to distribute the same to the Master Association, Owners, and their respective mortgagees (subject to the provisions of this Master Declaration and the By laws of the Master Association ) as their interests may appear, to execute all documents and to do all things on behalf of such Owner and the Master Common Area as shall be necessary or convenient to the accomplishment of the foregoing; and any insurer may deal exclusively with the Master Association in regard to such matters.

Notwithstanding the foregoing, there may be named as an insured under the Master Policy , on behalf of the Master Association, the Master Association's authorized -223216 799 representative, including any trustee with whom the Master Association enters into any insurance trust agreement or any successor to such trustee, who shall have exclusive authority to negotiate losses under the Master Policy.

(c) The Master Association as said attorney-in fact shall have the full power and authority to represent the Owners in any condemnation proceedings or in negotiations, settlements, and agreements with the condemning authority for the acquisition of the Master Common Area or any part thereof by eminent domain.

Without limiting the generality of the foregoing, the Master Association shall have the fut authority, right, and power, as attorney-in-fact, to enter into settlement agreements with the condemning authority to collect condemnation awards and distribute the ame to the Master Association, the Owners and their respective mortgagees (subject to the provisions of this Master Declaration and the Bylaws of the Master Association) as their interests may appear, and to execute all documents and to do all things on behalf of such Owners, the Master

he provisions of this Master Declaration and the Bylaws of the Master Association) as their interests may appear, and to execute all documents and to do all things on behalf of such Owners, the Master Association , and the Master Common Areas as shall be necessary to the accomplishment of the foregoing and any condemning authority may deal exclusively with the Master Association in regard to such matters.

Section 7.05 Destruction of improvements on Individual Estates . Each Owner covenants and agrees that in the event of destruction (total or partial to the improvements on such Owner's Estate due to fire or any other cause such Owner will either (i) commence all necessary repairs, reconstruction, or (11) complete removal of the damaged improvements within four (4) months of the date that the damage occurs and to complete such repair, reconstruction, or removal the commencement of such work.

within a reasonable time from Repairs, reconstruction, or complete removal of damaged improvements may be commenced more than four (4) months after the date of occurrence of damage if the delays in commencement are caused by factors beyond the reasonable control of the Owner of the damaged improvements.

Unofficia ARTICLE VIII USE OF MASTER COMMON AREA The Master Common Area may be occupied and used as follows: Section 8.01 Restricted Actions by Owners.

No Owner shall permit anything to be done on or in the Master Common Area which would violate any applicable public law or zoning ordinance or which will result in the cancellation of or any increase in the premium for any insurance carried by the Master Association, or which would be in violation of any law.

committed in the Master Common Area.

No waste shall be Section 8.02 Damage to the Master Common Area.

Each Owner

insurance carried by the Master Association, or which would be in violation of any law.

committed in the Master Common Area.

No waste shall be Section 8.02 Damage to the Master Common Area.

Each Owner shall be liable to the Master Association for any damage to the Master Common Area caused by the negligence or willful misconduct of such Owner or such Owner's family , pets, agents, employees, contractors, or invitees.

Section 8.03 Rules of the Board.

All Owners, tenants and occupants shall abide by any rules and regulations adopted by the Master Board or the Architectural Review committee.

The Master board shall have the power to enforce compliance with said rules and regulations by all appropriate legal and equitable remedies, and an Owner determined by judicial action to have violated said rules and regulations shall be liable to the Master Association for all damages and costs, including reasonable attorneys' fees.

The Master Bylaws may also provide for disciplinary procedures -233216 800 which may, at the option of the Master Board, be implemented to enforce such rules and regulations and to impose penalties for failure to comply with such rules and regulations.

Section 8.04 Suspension of Right to Use Master Common Area and/or Right to Vote. The Board of Directors of the Master Association may suspend the right of any Owner, or such Owner's tenants, guests, family members, or licensees to use the Master Common Area and/or may suspend the right of any Owner to vote during any period of time that such Owner is in default of its obligations pursuant to the Master Declaration, the Master Bylaws or the rules and regulations promulgated by the Master Board or the Architectural Review Committee.

a ARTICLE IX USE OF ESTATES AND PROTECTIVE COVENANTS

nt to the Master Declaration, the Master Bylaws or the rules and regulations promulgated by the Master Board or the Architectural Review Committee.

a ARTICLE IX USE OF ESTATES AND PROTECTIVE COVENANTS Section 9.01 Property Covered by Residential Declaration The covenants, restrictions and development standards applicable to all construction, improvement, alteration, addition or use of all or any portion of the Residential Property are set out in the Residential Declaration. Though incorporated herein, such covenants , restrictions and development standards set forth in the Residential Declaration shall not be deemed to affect or apply to all or any portion of the Commercial Property.

Section 9.02 Property Covered by Commercial Declaration.

The covenants, restrictions and development standards applicable to all construction, improvement, alteration, addition or use of all or any portion of the Property are set out in the Commercial Declaration. Though incorporated herein, such covenants, restrictions and development standards set forth in the Commercial Declaration shall not be deemed to affect on apply to all or any portion of the Residential Property.

ARTICLE X MAINTENANCE Section 10.01 Duty of Maintenance. Owners and occupants (including lessees ) of any Estate shall jointly and severally have the duty and responsibility at their sole cost and expense, to keep the Estate so owned or occupied, including buildings, improvements , in a well-maintained safe, clean and attractive condition at all times. such maintenance includes, but is not limited to the following: waste; Prompt removal of all litter, trash, refuse and Lawn mowing on a regular basis; (c) Tree and shrub pruning; (d) Watering landscaped areas; (e) Keeping exterior lighting and maintenance

llowing: waste; Prompt removal of all litter, trash, refuse and Lawn mowing on a regular basis; (c) Tree and shrub pruning; (d) Watering landscaped areas; (e) Keeping exterior lighting and maintenance facilities in working order; (f) Keeping lawn and garden areas alive, free of weeds, and attractive; (g) Keeping parking areas, driveways, and roads in good repair ; (h) Complying with all government health and police requirements ; -247 3216 801 (i) Repair of exterior damages to improvements; ()) Cleaning of abutting waterways and landscaped areas lying between public right-of-way lines and Estate lines unless such streets, waterways or landscaped areas are expressly designated to be Master Common Area maintained by applicable governmental authorities or the Master Association; and (k) If applicable, striping of parking areas_and repainting of improvements.

with Section 10.02 Enforcement. If, in the opinion of the Master Association , any such Owner or occupant has failed in any of the foregoing duties or responsibilities, then the Master Association may give such person written notice of such failure and such person must within ten (10) days after receiving such notice, perform such duties and responsibilities of make arrangement the Master Association for making the repaire and maintenance required.

Should any such person fail to fulfill this duty and responsibility within such periods, then the Master Association, through its authorized agent or agents shall have the right and power to enter onto the applicabler estate and perform such care and maintenance without any liability for damages for wrongful entry, trespass or otherwise to any person. The Owners and occupants ( including lessees) of any part of the Property on which such work is performed

nce without any liability for damages for wrongful entry, trespass or otherwise to any person. The Owners and occupants ( including lessees) of any part of the Property on which such work is performed shall jointly and severally be liable for the cost of such work (such costs constituting a special individual assessment as specified in Section 4.05 hereof) and shall promptly reimburse the Master Association for such cost.

such Owner or occupant shal fail to reimbursed the Master Association within 0 days after receipt of a statement for such work from the Master Association , then said indebtedness, together with interest thereon, as hereinafter provided, and the costs of collection thereof ( including, without limitation, reasonable attorney's fees shall be a debt of all of said persons jointly and severally, and shall constitute a lien against that portion of the Property on which said work was performed.

have the same attributes as the lien for assessments and special Such lien shall assessments set forth in this Master Declaration and shall bear interest, if not paid within such thirty (30) day period, at rate equal to the lesser of eighteen percent (18%) per annum or the highest lawful rate, from the date due until paid in full; and the Master Association shall have identical powers and rights in all respects, including but not limited to the right of foreclosure.

ARTICLE XI ARCHITECTURAL REVIEW COMMITTEE The If Section 11.01 Architectural Review Committee.

Architectural Review Committee, herein sometimes referred to as the Committee, shall be composed of five (5) individuals selected and appointed by the Delegates , in accordance with the procedures set forth below, with the approval of the Declarant; provided however, the approval of

l be composed of five (5) individuals selected and appointed by the Delegates , in accordance with the procedures set forth below, with the approval of the Declarant; provided however, the approval of the Declarant shall not be required from and after the date of final conversion of Class B Membership to Class A Membership in both the Residential Association and the Commercial Association (the "Date of Final Conversion"); further provided that the approval of Declarant shall not be required with respect to any member of the Architectural Review Committee to be designated by a Major Owner in accordance with Section 2.07 of the Commercial Declaration. The Committee shall function as the representative of the Owners for the purposes consistent with the creation and preservation of first -class residential and commercial developments .

' Two (2) members of the Architectural Review Committee shall be appointed by a majority of the Delegates elected by the Residential Association and two (2) members of the Architectural -25.

3216 802 Review Committee shall be appointed by a majority of the Delegates elected by the Commercial Association. The fifth member of the Committee shall be appointed by a majority of all of the Delegates. In the event that Delegates responsible for appointing a member to the Committee cannot agree on the appointment, the Declarant shall appoint such member during the period prior to the Date of Final Conversion.

After such Date of Final Conversion, in the event of a failure to obtain a majority agreement of Delegates entitled to appoint a member, the vacancy on the Committee shall be filled by a person selected by the remaining members of the Committee. All members of the Committee shall be appointed for one year terms and.

o appoint a member, the vacancy on the Committee shall be filled by a person selected by the remaining members of the Committee. All members of the Committee shall be appointed for one year terms and.

Delegates initially entitled to elect a member whose term has expired or otherwise ended (by death, removal or resignation) shall be entitled to appoint a member to succeed the member whose term has expired or otherwise ended (by death, removal or resignation). The party responsible for selecting a member of the Committee (such member of the Committee being herein referred to as the " Primary Committee Member") shall have the right to select an alternate member of the Committee (the "Alternate Committee Member") to perform the duties and exercise the powers of the Primary Committee Member during any period when the Primary Committee Member is unable for any reason to perform such duties or exercise such powers.

Alternate Committee Member shall be conclusive evidence of the Any action taken by an inability of the applicable Primary Committee Member to act at the time such action was taken, and shall constitute the action of a duly selected member of the Committee for purposes of this Master Declaration, the Commercial Declaration and the Residential Declaration.

fficia Prior to such Date of Final Conversion the Declarant shall have the power to change the membership of Architectural Review Committee with or without cause nd notwithstanding any of the preceding to the contrary; except that in no event shall the Declarant be entitled to remove from membership on the Architectural Review Committee any member thereof designated by a Major Owner pursuant to Section 2.0% of the commercial Declaration.

Each member of the Committee shall act reasonably and in good faith

rchitectural Review Committee any member thereof designated by a Major Owner pursuant to Section 2.0% of the commercial Declaration.

Each member of the Committee shall act reasonably and in good faith in performing his duties and obligations under this Article XI.

Section 11.02 Basis of Approval.

No building, structure, parking structure, parking lot, fence, wall or improvement of any kind or nature shall be erected, placed or altered on any Estate until all final plans and specifications and a plot plan have been submitted to and approved in writing by the Committee, or a majority of its members as to: (a) quality of workmanship and materials; proper facing of main elevation with respect to nearby streets; (b) conformity and harmony of the external design, colon, type and appearance of exterior surfaces and landscaping; (c) location with respect to topography and finished grade elevation , and relationship between and effect of location and use on neighboring Estates and improvements situated thereon; (d) drainage arrangements; and (e) the other standards set forth within this Master Declaration , the Residential Declaration and the Commercial Declaration.

(and any amendments hereto) to accomplish the -263216 803 purposes and goals of the master plan of Lakeside on Preston, including, but not limited to the purposes and goals of the Design Guidelines of Lakeside on Preston.

The Committee is authorized and empowered to consider and review any and all aspects of construction, construction of ther improvements and location, quality and quantity of landscaping on the Estates, which may, in the reasonable opinion of the Committee, adversely affect the living enjoyment of one or more Owner(s) or the general value of the Property. Also, the

tity of landscaping on the Estates, which may, in the reasonable opinion of the Committee, adversely affect the living enjoyment of one or more Owner(s) or the general value of the Property. Also, the Committee is permitted to consider technological advances design and materials and such comparable or alternative techniques, methods or materials may or may not be permitted, accordance with the reasonable opinion of the Committee. The Committee shall have the authority to make binal decisions in interpreting the general intent, effect and purpose of the restrictions and covenants described in Article IX hereof.

Any improvements constructed in accordance with plans and specifications approved by the Committee in accordance with its then applicable standards and requirements shall not be required to be changed because such standards are thereafter amended.

However , in the event the Committee approves plans and specifications for any improvement and construction of such improvement is not commencement within one (1) year after the date of such approval , such improvement shall not be constructed unless and until the plans and specifications for such improvement are.

resubmitted to and approved by the Committee Any such resubmission and approval be made upon the same basis as initial submission of plans and specifications for an improvement; and such approval shall be based upon the then applicable standards and requirements of the Committee, notwithstanding that such standards and requirements may have changed from those which were applicable when the plans and specifications for such improvement were initially approved The Committee shall review and act upon submitted plans and specifications in accordance with the

e which were applicable when the plans and specifications for such improvement were initially approved The Committee shall review and act upon submitted plans and specifications in accordance with the applicable time periods specified in Section 11.04 and 11.06.

Section 11.03 Definition of Improvement.

this Article XI, "improvement" shall mean and include all For purposes of buildings and roofed structures, parking areas, loading areas, railroad trackage, fences , walls, poles, driveways, ponds, lakes, water wells swimming pools , tennis courts, signs, mailboxes, exterior lighting fixtures (other than street lights), changes in any exterior color or shape, glazing of exterior windows with mirrored or reflective glass or changes in the color or style of any existing window glazing, street, grading, drainage, utilities, roads, alley paths, and any new construction or exterior improvement significantly altering the appearance may be included in any of the foregoing.

It does not include public streets, utilities, garden shrub replacements or tree replacements or any other replacement or repair of any magnitude which ordinarily would be expensed in accordance with generally accepted accounting principles and which does not change exterior colors or exterior appearances. It does include both original improvements and all later changes and improvements.

The Section 11.04 Preliminary Plan Submissions.

Architectural Review Committee is authorized and empowered to and shall consider, review, and comment on preliminary plans submitted in duplicate on an informal basis to assist Owners, developers, and prospective purchasers of portions of the Property in complying with applicable covenants and restrictions and to assist in the completion of feasibility studies undertaken by such

rs, developers, and prospective purchasers of portions of the Property in complying with applicable covenants and restrictions and to assist in the completion of feasibility studies undertaken by such persons or entities.

If the preliminary plans and specifications are approved by the Committee , one set thereof will be retained by the Committee, and one complete set of plans will be marked "Approved" and returned to the Estate Owner or his designated representative. If not approved by the Committee, one set of such preliminary plans and specifications shall be marked "Disapprove", -273216 804 The and returned accompanied by a reasonable statement of items found not to comply with the provisions of this Article XI.

Committee's approval or disapproval, as required herein, shall be in writing. If the Committee fails to approve or disapprove such plans and specifications within thirty (30) days after the date of submission, approval of the matters submitted shall be presumed.

Comments on and approvals of preliminary plans and specifications shall be binding upon the Architectural Review Committee, provided that confirming final plans and specifications are submitted within ninety (90) days of such preliminary comment or approvals.

Section 11.05 Plan Submissions.

specifications shall be submitted in duplicate to the Committee Final plans and prior to the construction of any improvements on an Estate, which plans and specification shall include, to the extent applicable to the proposed improvements as determined by the Architectural Review Committee, the following: 亮 with (a) A topographical plat showing contour grades one foot [1') contour intervals , unless otherwise specified by the Committee) and showing the location of all proposed improvements, structures, patios

(a) A topographical plat showing contour grades one foot [1') contour intervals , unless otherwise specified by the Committee) and showing the location of all proposed improvements, structures, patios , mailboxes, swimming pools, driveways, parking areas and structure, fences and walls Existing and finished grades shall be shown at Estate corners and at corners of proposed improvements.

provisions shall be included as well as cut and fill details Estate drainage if any appreciable change in the Estate contour is contemplated.

(b) structures.

Exterior elevations of all proposed buildings and xterior materials, colors, (c) A description textures and shapes of all buildings and structures.

(d) A landscaping plan, including walkways, fences and walls , elevation changes, watering systems, vegetation, ground cover, street furniture and sculpture.

(e) (f) Parking areas and driveway plans.

Screening including size, location and method.

(g) Utility connections, including routing of electrical , gas and telephone cables.

(h) Exterior Tumination, if any, including location, manufactures fixture number and support photometric test data.

(1) Any public street or utilities to be built with the completed engineering design for said improvements.

(J) Foundation borings and design bearing the certificate of a registered geotechnical engineer.

(k) Trash container storage locations and related screening .

(1) Proposed use of parcel of land.

(m) Dimensional floor plan of all enclosed spaces including one example of each residential until type, each recreation or service building, and any garages or parking facilities.

(n) Fire protection system.

-283216 805 (0) Location and name of all proposed streets, alleys, walkways and easements.

(p) Structural design, bearing the certificate of a

ages or parking facilities.

(n) Fire protection system.

-283216 805 (0) Location and name of all proposed streets, alleys, walkways and easements.

(p) Structural design, bearing the certificate of a registered structural engineer.

(q) Such other matters as may be required by the then applicable zoning code of the City or such other municipal or governmental authority having jurisdiction over the Property.

(r) Signs, including size, shape, color, content, location, materials and illumination.

(8) An overall site plan for the cohesive development of any Estate including circulation and building relationship concepts.

(t) A plan showing the location and screening of all exterior utility meters, transformers, and other mechanical equipment.

(u) Any other data or information requested or deemed reasonably necessary by the Architectural Review Committee, including, without limitation, samples of proposed construction materials.

The Committee may defer the date for submission of any of the matters described in Section 11.05 (8)-(b) by notice in writing to the person or entity requesting such deferral of the submission date.

Section 11 06 Approval Procedure At such time as the final plans and specifications are approved by the Committee, one complete set of final plans will be retained by the Committee, one complete set of final plans will be marked "Approved" and returned to the Estate Owner or his designated representative. If not approved by the Committee, one set of such plans and specifications shall be marked Disapproved," accompanied by a reasonable statement of items found not to comply with the provisions of this Article XI. The Committee's approval or disapproval, as required herein, shall be in writing. If the Committee fails to approve or disapprove such plans and

d not to comply with the provisions of this Article XI. The Committee's approval or disapproval, as required herein, shall be in writing. If the Committee fails to approve or disapprove such plans and specifications within thirty (30) days after the date of Unoffic submission, approval of the matters submitted shall be presumed.

Any material modifications or changes to the approved set of plans and specifications must again be submitted to the Committee for its inspection and approval. Material modifications or changes in plans and specifications for residential improvements must be approved or disapproved in writing within ten (10) business days after the date of submission, or such modifications or changes shall be deemed to be approved.

The Committee is authorized and empowered to consider and review any and all aspects of construction, construction of other improvements and location, quality and quantity of landscaping on the Estates, which may, in the reasonable opinion of the Committee, adversely affect the living enjoyment of one or more Estate Owner(s ) or the general value of the Property.

Also, the Committee is permitted to consider technological advances in design and materials and such comparable or alternative techniques, methods or materials may or may not be permitted, in accordance with the reasonable opinion of the Committee.

All improvements approved by the Committee shall be diligently pursued to completion after the commencement of construction thereof.

' Section 11.07 Design Guidelines. The Committee may, from time to time, publish and promulgate Design Guidelines and such Design Guidelines shall be explanatory and illustrative of the -293216 806 general intent of the development of the Property and are intended

time, publish and promulgate Design Guidelines and such Design Guidelines shall be explanatory and illustrative of the -293216 806 general intent of the development of the Property and are intended as a guide to assist the Architectural Review Committee in policy and in reviewing plans and specifications. In any event, Buch Design Guidelines shall not be binding upon the Committee and shall not constitute, in every event, the basis for approval or disapproval of plans, specifications and other materials submitted to the Committee for approval .

Section 11.08 Variances. Upon submission of a written request for same, the Committee may, from time to time, in its sole discretion, permit Owners to construct, erect, or install Improvements which are in variance from the standards which are provided in this Master Declaration or which may be promulgated in the future. In any case, however, such variances shall be in basic conformity with and shall blend effectively with the general architectural style and design of the community. Written requests for variances shall be deemed to be disapproved if the committee has not expressly and in writing, approved such request within thirty (30) days of the submission of such request.

the Committee shall be liable to any Owner for any claims, causes No member of of action or damages arising out of the grant of any variance an Owner. Each request for a variance submitted hereunder shall be reviewed separately and apart from other such requests and the grant of a variance to any Owner shall not constitute a waiver of the Committee's right to strictly enforce the covenants, restrictions and architectural standards provided hereunder, against any other Owner.

Section 11.09 Nonconforming and Unapproved Improvements.

The

Committee's right to strictly enforce the covenants, restrictions and architectural standards provided hereunder, against any other Owner.

Section 11.09 Nonconforming and Unapproved Improvements.

The Master Association may require any Owner to restore such Owner's improvements to the condition existing prior to the construction thereof ( including, without limitation, the demolition and removal of any approved Improvement) if such improvements were commenced or constructed in violation of this Article XI. In addition, the Master Association may, but has no obligation to do so, cause such restoration, demolition and removal and levy the amount of the cost thereof as a special individual assessment against the Estate upon which such improvements were commenced or constructed.

No action will be taken by the Master Association with respect to nonconforming or unapproved improvements until the completion of the following review and appeal process, if the violating Owner elects by written notice to the Master Association, to institute such process: Within fifteen (15) days of written notice of appea by the violating owner, such Owner and the Committee shaeach appoint a duly licensed architect, to determine whether a violation exists.

These two (2) architects shall then choose a mutually acceptable third architect within ten (10) days after the expiration of said fifteen (15) day period (b) Within thirty (30) days after the date of appointment of the third architect a majority of the three (3) architects shall determine whether a violation exists (c) If a violation is determined to exist then the Master Association shall, in its reasonable discretion, determine the manner in which the violation shall be remedied Including demolition, removal, restoration by Owner, or which

ed to exist then the Master Association shall, in its reasonable discretion, determine the manner in which the violation shall be remedied Including demolition, removal, restoration by Owner, or which remedy may include reasonable fines.

(d) Each party shall bear the costs of any architect appointed by such party , and the costs of any architect appointed jointly by the parties, or appointed by other -303216 807 architects appointed by the parties, shall be shared equally by the parties.

Section 11.10 No Liability. Neither Declarant, the Master Association , the Committee , the Master Board, nor the officers, directors, members, employees and agents of any them, shall be liable in damages to anyone submitting plans and specifications to any of them for approval, or to any Owner of property affected by these restrictions by reason of mistake in judgement, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every person who submits plans of specifications , and every Owner of any of said property that he will not bring any action or suit against Declamant the Master Association, the Committee, the Master Board, officers, directors, members, employees and agents of any of them, to recover any such damages and hereby quitclaims all claims, demands and causes of remises, and action arising out of nonfeasance and or in connection with any judgment, negligence of hereby waives the provisions of any law which provides that a general release does not extend to claims, demands and causes of action not know at the time the release is Section 11.11 Certificate of Compliance. Within fifteen (15) business days after actual receipt by the Committee, of an

tend to claims, demands and causes of action not know at the time the release is Section 11.11 Certificate of Compliance. Within fifteen (15) business days after actual receipt by the Committee, of an Owner's request for same and upon substantial completion (as such term is generally used by the American Institute of Architects) of improvements, the plans and specifications for which are subject to review by the Committee he Committee shall inspect such improvements, and if the improvements are constructed, erected, placed, or altered in accordance with approved plans and specifications the Committee shall issue a certificate evidencing compliance with the provisions hereof, If the project subject to review is a phased project the Committee shall inspect each phase as phases are substantially completed, and if such phase, Unofficia including, but not limited to parking facilities, landscaping, lighting, and signage related substantial conformity with previously approved plans, each phase, is found to be in specifications, and other submissions, a certificate evidencing such compliance will be issued by the Committee.

No construction or improvement on any Estate shall become occupied (as defined by the City of Plano in its Certificate of Occupancy permit) without the issuance of a certificate of compliance by the Committee.

Section 11.12 Appointment and Designation.

The Committee may from time to time, by the vote or written consent of a majority of its members, delegate any of its rights or responsibilities hereunder to one or more duly licensed architects or other qualified persons or subcommittees which shall have full authority to act on behalf of said Committee in all matters delegated Section 11.13 Review Fee and Address.

Any plans and

d architects or other qualified persons or subcommittees which shall have full authority to act on behalf of said Committee in all matters delegated Section 11.13 Review Fee and Address.

Any plans and specifications shall be submitted in duplicate, in writing, for approval, together with a reasonable processing fee as set by the Committee. The review fee shall cover only the cost of employing non-affiliated consultants to review plans and specifications, as well as incidental expenses associated with the review process.

The address of the Committee shall be the registered office of the Master Association, from time to time reflected in the offices of the Secretary of the State of Texas Such address shall be the place for the submittal of any plans and specifications.

Section 11.14 Inspection.

Owner, any member or agent of the Committee may from time to time After telephonic notice to the at any reasonable hour or hours enter and inspect any property subject to the jurisdiction of said Architectural Review Committee to confirm improvement or maintenance in compliance with the provisions hereof.

-313216 808 Section 11.15 Governmental Authorities.

successors and assigns and all future Owners of any Estate and Declarant, its their successors and assigns by their acceptance of their respective deeds, and the Master Association shall be bound by a subject to all laws, rules, or regulations.

addition or change or alteration thereof shall be constructed, No improvement or erected, placed, altered, or maintained on any of the Property, including the Master Common Area , which is in violation of any of the laws or ordinances of the City of Plano, Texas, or any other applicable governmental laws, rules, or regulations.

Notwithstanding anything to the contrary herein contained,

in violation of any of the laws or ordinances of the City of Plano, Texas, or any other applicable governmental laws, rules, or regulations.

Notwithstanding anything to the contrary herein contained, Declarant, the Master Association, the Committee and their respective officers, directors, agents, and employees shall have no obligation to enforce or to report the violation of any such law, ordinance, rule, or regulation.

Section 11.16 No Liability for Design Defects.

specifications are not approved for engineering or structural design or quality of materials, and by approving such plans and specifications, neither the Committee, the Master Association, Master Board, Declarant, or any of their respective officers directors, members, employees, or agents assumes liability or responsibility therefor, nor for any defect in any structure constructed from such plans and specifications.

ARTICLE XIV MORTGAGEE PROTECTION Section 12.01 Priority of Mortgage.

Notwithstanding any Unofficial other provision of this Master Declaration, the Commercial Declaration or the Residential Declaration, it is hereby provided that a breach of any of the conditions contained in this Master Declaration, the Commercial Declaration or the Residential Declaration by any Owner or any re-entry by reason of such breach, shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value and covering an Estate or any part thereof; provided , however, that in no event shall the existence of any mortgage or deed of trust diminish or in any way preclude the exercise of such right of re-entry, or the exercise of any other available remedies , by the Master Association, the Commercial Association or the Residential Association as a result of any such breach.

ercise of such right of re-entry, or the exercise of any other available remedies , by the Master Association, the Commercial Association or the Residential Association as a result of any such breach.

Any lien which the Master Association may have on any Estate for the payment of Assessments attributable to such Estate will be subordinate to the lien or equivalent security interest of any bona fide deed of trust or mortgage on the notice of such Assessments was recorded in the appropriate real property records of Collin County, Texas.

estate recorded prior to the date written Section 12.02 Financial Information.

Upon written request to the Master Association, any institutional lender holding a mortgage on an Estate is entitled to: (a) inspect the books and records of the Master Association during normal business hours; and (b) receive an annual financial statement of the Master Association.

ARTICLE XIII EASEMENTS Section 13.01 Ingress and Egress by the Master Association.

Full rights of ingress and egress shall be had by the Master Association at all times over and upon each Estate for the maintenance and repair of each Estate in accordance with the provisions hereof, and for the carrying out by the Master Association of its functions, duties, and obligations hereunder; provided that any entry by the Master Association upon any Estate shall be made only after reasonable notice to the relevant Estate -323216 809 Owner (except that no notice shall be required in the event of any emergency ), and any entry shall be made with as little inconvenience to the Owner as practical, and any damage caused thereby shall be repaired by the Master Association at the expense of the Master Association .

Section 13.02 Easements for Encroachment.

There shal be

to the Owner as practical, and any damage caused thereby shall be repaired by the Master Association at the expense of the Master Association .

Section 13.02 Easements for Encroachment.

There shal be reciprocal appurtenant easements for encroachment as between each Estate and such portion or portions of the Master Common Area adjacent thereto, or as between adjacent Estates due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of this Master Declaration to a distance of not more than five (5) feet, as measured from any point on the common boundary between each Estate and the adjacent portion of the Master Common Area or as between adjacent Estates, as the case may be, along a lien perpendicular to such boundary at such point, provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful or negligent conduct on the part of an Owner, tenant, or the Master Association.

Section 14.01 ARTICLE XIV GENERAL PROVISIONS The covenants, conditions, and restrictions of this Master Declaration (including, without limitation, the covenants, conditions and restrictions contained in the Commercial Declaration and the Residential Declaration) shall run with and bind the land subject to this Master Unofficial Declaration, and sh 11 inure to the benefit of and be enforceable by the Master Association and/or the owner of any land subject to this Master Declaration , their respective legal representatives, heirs, successors, and assigns, for a term of thirty-five (35) years from the date that this Master Declaration is recorded in the office of the county Clerk of Collin County, Texas, after which time said covenants,

rs, and assigns, for a term of thirty-five (35) years from the date that this Master Declaration is recorded in the office of the county Clerk of Collin County, Texas, after which time said covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years, unless an instrument is signed by the Delegates entitled to cast at least sixty-seven percent (67%) of the votes of the Master Association in the aggregate, and has been recorded in the Deed Records of Collin County, Texas, agreeing to abolish the same Covenants, Conditions, and Restrictions in whole or a substantial part thereof; recorded at least one (1) year in advance of the effective date of such abolishment.

Section 14.02 Enforcement.

Enforcement of these covenants, conditions and restrictions shall be by any proceeding at law or in equity (including, without limitation, an action for injunction or specific performance) against any person or persons violating or attempting to violate them, or to recover damages, or to enforce any lien created by these covenants; and failure by the Master Association, Architectural Review Committee, or the Declarant to enforce any covenants or restrictions herein contained shall in no event be deemed a waiver of the right to do so thereafter. The Architectural Review Committee, the Declarant, any Estate Owner, and/ or the Master Association shall have the right, but not the obligation, to enforce these covenants and restrictions in accordance with the provisions set forth within this Master Declaration.

The Section 14.03 Limitation of Restrictions on Declarant.

Declarant is undertaking 'the work of developing land and construction of incidental improvements upon the Property.

completion of that work

The Section 14.03 Limitation of Restrictions on Declarant.

Declarant is undertaking 'the work of developing land and construction of incidental improvements upon the Property.

completion of that work and the sale or other disposal of such developed land is essential to the establishment and welfare of said' Property as a residential and commercial community.

that said work may be completed and said Property be established In order -333216 810 as a fully occupied residential and commercial community as rapidly as possible, nothing in this Master Declaration shall be understood or construed to: (a) Prevent Declarant, its contractors, or subcontractors from doing to the Property whatever is reasonably necessary or advisable in connection with the completion of said work; or (b) Prevent Declarant or its representatives from erecting , constructing, and maintaining on any part or parts of the Property, such structures as may be reasonable and necessary for the conduct of its business of completing said work and establishing said Property as a residential and commercial community and disposing of the same in parcels by sale, lease, or otherwise; or (c) Prevent Declarant from conducting on any part of the Property such business or completing said work; or (d) Prevent Declarant from maintaining such sign of signs on any of the Property as may be necessary for the sale, lease, or disposition thereof.

The foregoing limitations of the application of the restrictions to Declarant shall terminate upon the sale of Declarant's entire interest in the Property.

Any action taken by Declarant pursuant to any provision of this Section will not unreasonably interfere with the Owner's rights and use of his Estate.

Section 14.04 Termination of Responsibility of Declarant.

If

taken by Declarant pursuant to any provision of this Section will not unreasonably interfere with the Owner's rights and use of his Estate.

Section 14.04 Termination of Responsibility of Declarant.

If Declarant should convey al substantially all of its right, title, and interest in and to the Property to any partnership, individual or individuals corporation or corporations, then and in such event Declarant shall be relieved Unofficia the performance of any further duty or obligation hereunder, and such partnership, individual or individuals, corporation or corporations, shall be obligated to perform all such duties and obligations of the Declarant and shall succeed to all of the rights and powers of the Declarant hereunder.

Section 14.05 Owners' Compliance.

Each Owner, tenant, or occupant of an Estate or unit in an Apartment Complex shall comply with the provisions of this Master Declaration, and to the extent the are not in conflict with this Master Declaration, each Owner, tenant, or occupant of an Estate shall comply with the provisions of decisions, rules and regulations, and resolutions of the Master Association, and failure to comply with any such provisions, decisions, or resolutions, shall be grounds for an action to recover sums due, for damages and/or fines or for injunctive All agreements and determinations lawfully made by the Master Association in accordance with the voting procedures established herein shall be deemed to be binding on all owners of Estates, their successors, and assigns .

Section 14.06 Severability.

The illegality, invalidity, or unenforceability of any provision of this Master Declaration under present or future laws shall not affect the other provisions of this Master Declaration, which shall remain in full force and

ity, or unenforceability of any provision of this Master Declaration under present or future laws shall not affect the other provisions of this Master Declaration, which shall remain in full force and effect; and this Master Declaration shall be construed as if such Ilegal, invalid, or unenforceable provision had never comprised a part of this Master Declaration.

Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be automatically added to this Master Declaration a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

-347 3216 811 Section 14.07 Headings. The headings contained in this Master Declaration are for reference purposes only and shall not in any way affect the meaning or interpretation of the substantive portions of this Master Declaration.

Section 14.08 Notices to Members.

forth, any notice required to be given to any Member under the Except as hereafter set provisions of this Master Declaration shall be deemed to have been properly delivered when deposited in the United States mail, postage prepaid, addressed to the last known address of the person who appears as Member on the records of the Master Association at the time of such mailing . In the event that there are multiple Members with respect to a single Estate, the Master Association shall be obligated to send notice to only one (1) of the multiple Members. Notice to one shall be deemed to be notice to all.

Multiple Members may designate one (1) of their group as the person entitled to notice by so notifying the Master in writing of such person and the address ssociation thereof, but if no such person is designated, the Master Association may notify and one (1) of such multiple

d to notice by so notifying the Master in writing of such person and the address ssociation thereof, but if no such person is designated, the Master Association may notify and one (1) of such multiple Members. Notices of past due assessments, the intention to institute the punitive provisions hereof, of sanctions to be imposed hereunder, or of any violations of this Master Declaration shall be sent to the affected person or entity by certified mail, return receipt requested, and addressed as aforesaid.

of Section 14.09. Disputes. Masters of dispute or disagreement between Owners with respect to interpretation or application of the provisions of this Master Declaration or the Master Association Bylaws shall be determined by the Board of Directors of the Master Association whose reasonable determination shall be final and binding on all Owners Section 14.10 CompNance with FHLMC and FNMA Regulations.

The Declarant contemplates that the documents creating and governing the Master Association and/or this Master Declaration may be amended to comply (if not in compliance) with all requirements of the Federal Home Loan Mortgage Corporation ("FHLM") and the Federal National Mortgage Association ("FNMA") pertaining to the purchase or guaranty by FHLMC or FNMA of loans.

Declarant and all Owners therefore agree that, notwithstanding anything to the contrary contained herein, in the event this Master Declaration the Master Bylaws, the Master Articles of Incorporation or any other documents or instruments governing or creating the Master Association or the use of the Estates within the Property do not comply with the FHLMC or FNMA requirements, the Declarant shall have the power, in its discretion, at any time on or before the date which is three (3) years after the date this

in the Property do not comply with the FHLMC or FNMA requirements, the Declarant shall have the power, in its discretion, at any time on or before the date which is three (3) years after the date this Master Declaration is recorded in the Real Property Records of Collin County, Texas (on behalf of the Master Association and each and every Owner, without the joinder of any other party), to amend the terms of this Master Declaration , the Master Bylaws and the Master Articles of Incorporation and any other documents or Instruments governing or creating the Master Association or the use of the Estates within the Property and/or to enter into any agreement with FHLMC (or its designee ) or FNMA (or its designee) reasonably required by FHLMC or FNMA to allow the Property, Master Association, Master Declaration, and/ or any other related documents to comply with such requirements; provided, however, that in no event shall any amendment pursuant to this Section 14.10 (i) permit any additional uses of the Property (other than those currently permitted hereby), (ii) alter the manner in which the votes of the Owners are calculated hereunder, (iii) alter the manner in which Assessments are determined or allocated among the Owners hereunder, or (iv) alter the provisions of Section 2.07 of the Commercial Declaration .

Section 14.11 Use of Words "Lakeside on Preston".

tenant , or licensee of any Owner or occupant of any Estate, other No Owner , than the Declarant, shall use the words "Lakeside on Preston" or -353216 812 7 "LakeSide" or any combination or derivative thereof in the name of any commercial or residential building or any commercial or residential business or enterprise or in any printed or promotional material without the prior written consent of (i) the

eof in the name of any commercial or residential building or any commercial or residential business or enterprise or in any printed or promotional material without the prior written consent of (i) the Declarant, during the period prior to the Date of Final Conversion (as defined in Section 11.01 hereof), or (ii) the Master Association, during the period from and after the Date of Final Conversion; provided, however, without such consent, Owners, tenants, licensees , or occupants of any portion of the Property may use the term " Lakeside on Preston" in printed or promotional material, where such term is used solely to specify that such Owner's, tenant's, licensee's , or occupant's business, building, or enterprise is located within the Lakeside on Preston project.

Section 14.12 Condemnation. In the event of a taking by eminent domain of any part of the Master Common Area the Master Association shall participate in the negotiations, settlements with the condemning authority or the court.

greements, and or proceeds of settlement shall be payable to the Master Association for the use and benefit of the Owners.

Section 14.13 Minor Corrections.

Notwithstanding anything to the contrary contained herein, during the period prior to the fifth (5th) anniversary of the date this Master Declaration is recorded in the Real Property Records of Collin County, Texas, Declarant shall have the right, without the joinder of any other party, to amend this Master Declaration the Residential Declaration, and/or the Commercial Declaration, in order to correct typographical errors and to make other revisions thereto which do not materially and adversely affect the rights or obligations of any other Owner.

Section 14.14 Amendment.

This Master Declaration (as Unofficia

cal errors and to make other revisions thereto which do not materially and adversely affect the rights or obligations of any other Owner.

Section 14.14 Amendment.

This Master Declaration (as Unofficia distinguished from the Commercial Declaration and the Residential Declaration attached hereto may be amended by the written consent of (i) Owners of portions of the property to which are attributed, under the provisions of Section 4.03 of this Master Declaration, Allocated Interests which, taken together, comprise at least sixty-seven percent (678 ) the total Allocated Interests attributable to all portions of the Property; provided, however, that no such amendment shall affect the rights or obligations of Declarant unless such amendment is consented to in writing by Declarant. Amendment of the Commercial Declaration and the Residential Declaration shall, notwithstanding the attachment thereof as exhibits to this Master Declaration, be governed by the respective provisions of the Commercial Declaration and the Master Declaration. Any and all amendments shall be recorded in the Real Property Records of Collin County, Texas.

IN WITNESS WHEREOF, Betsy B. Turner, being the Declarant herein , has caused this instrument to be executed this 8th day of By: Jann Betsy B. Turner -363216 813 STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Betsy B Turner, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledge to me that she executed the same as the Owner of Lakeside on Preston, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of el "Fehriny

d the same as the Owner of Lakeside on Preston, for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of el "Fehriny .

1990.

My Commission Expires: MARGUERITE FIELDING Notary Public Comm Exp Murch 27, 300 Notary Pubic, State of Texas (Printed or Typed Name of Notary) Unofficial psd/07203/0012.docs/MastrDeclc -37-