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DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (this "Declaration”) ts made this 7 day of November, 2007, by LIFESTYLE GRAPEVINE 360, LP, a Texas limited partnership (the "Declarant").

Recitals: A. Declarant is the owner of certain real property in the City of Grapevine, Tarrant Texas, as more particularly described on Exhibit "A" attached hereto and made a all purposes (the "Property").

TOWNHOMES".

C, Declarant will hereafter hold and convey title to the to the covenants, conditions, restrictions, easements, aa Property shall be owned, held, leased, sold, 3 conditions, restrictions, easements, liens a a the land and be binding on all parties having " wht, = : j Linure to the benefit of, each ae theres. Ay ow S = cs = , = os rr.

¢ nga 7 Btock 1 of thé Subdidisio#? ms including the pool, thess00 ucture, the deck area, the pool equipment, the parking spaces all other improvements to be constructed on the 2.27 acre, paving (including sid yelp. A enjt\ Centér/Tract as designated on the Plat.

more or less, Am 10 1S LOSS | Committee" shall have the meaning set forth in Article VII below.

Association’ s initial set of Bylaws are attached hereto as Exhibit SOR. T he Certificate of Formation and/or the Bylaws are subject to amendment as otherwise provided by the organizational documents and/or the Texas Business Organizations Code. Updated copies may be obtained directly from the Association.

Section 1.4 "Board of Directors" shall mean and refer to the Board of Directors of the Association.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 1 Section 1.5 "Capitalization Fee" shall have the meaning set forth in Article V Section 5.11 below.

f the Association.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 1 Section 1.5 "Capitalization Fee" shall have the meaning set forth in Article V Section 5.11 below.

Section 1.6 "City" shall mean the City of Grapevine, Texas.

Section 1.7 "Common Area" shall mean any and all real and personal property and easements and other interests thereon, together with the improvements located thereon, if any, now or hereafter owned by the Association for the common use and enjoyment of the Owners, ingluding, but not limited to, the following: (a) The Amenity Center; (b) Common Area Lot 18, Block 3 of the Subdivision, designated as 3.32 ge Tract on the Plat; (c) Common Area Lot 39, Block 4 of the Subdivision, designated asZ.

Tract on the Plat; (d) Common Area Lot 9, Block 2 of the Subdivision, desighg Tract on the Plat; and (e) Any areas of land, improvement or other property rig Preperty which are now or may hereafter be intended for or devoted to the commeg use ore ent of the members of the Association and which are designated as Common Arsas‘ky the Association together with any and all improvements which are now or may herea tructed thereon.

Section 1.8 "County Real Property Record SN refer to the Real Property Records of Tarrant County, Texas.

Section 1.9 "Cross Easements” spa haWelthe fhdanfng set forth on Article III, Section 3.5(a) below. ¢ SS WOKE Section 3,10 "Cross Easenl 3.5(b) below.

Section 1.11 "Declars tall\me&n and refer to LIFESTYLE GRAPEVINE 360, LP, a Texas limited partnershjp,ity ce assignee who sKathg for development or sale all or a portion of the remaining undeveloped have the meaning set forth in Article III, Section executedky he ungediately preceding Declarant and recorded in the County Real Property

elopment or sale all or a portion of the remaining undeveloped have the meaning set forth in Article III, Section executedky he ungediately preceding Declarant and recorded in the County Real Property ceéed to all the rights and obligations of "Declarant". It is understood that there e "Declarant" hereunder at any given time.

Section 1.12 "Dwelling" shall mean the improvement located on each Lot that is designed to be or appropriate for use as a single-family residence, together with any garage incorporated therein, whether or not such residence is actually occupied.

Section L13 "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map or plat of the Property, with the exception of the Common Area or any portion thereof, and shall include all improvements thereon.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 2 Section 1.14 "Member" shall mean and refer to an Owner who is a member of the Association pursuant to Article 1V of this Declaration.

Section 1.15 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot, but excluding those having any interest merely as security for the performance of an obligation.

Section 1.16 "Parking Tracts” shall mean those areas of the subdivision, including but notAmited to specific areas included or adjacent to the Common Area and the Amenity Center, whe shall be designated or posted by the Association that parking of vehicles by owners, gues other members of the traveling public is not prohibited. However, nothing in thig-dt Declaration.

Section 1.17 "Plat" shall mean or refer to the map or plat which ha Property in the Map or Plat Records of Tarrant County, Texag as same may be amended from time to time.

thing in thig-dt Declaration.

Section 1.17 "Plat" shall mean or refer to the map or plat which ha Property in the Map or Plat Records of Tarrant County, Texag as same may be amended from time to time.

Section 1.18 "Privacy Fence” shall have the meaning se below.

Section 1.19 "Property", "Premises", "Subdivisiog certain real property known as STONE BRK "A" hereto.

governmental authorities.

ARTICLE UI PROPERTY RIGHTS Section 3.1 Common Area, Quiet Enjoyment of Lots: Limitations. Each Owner shall have a right and an easement to use and enjoy the Common Area, which right and easement shall be appurtenant to the Owner's Lot, and shall pass with the title to each Lot. In addition, each Owner DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 3 shall have the right to the undisturbed and quiet enjoyment of the Owner's Lot. Likewise, each Owner shall have the Cross-Easement rights described and created in Article III, Section 3.5 of this Declaration. Notwithstanding the forgoing, the Owner's right and easement to use and enjoy the Common Area, the Cross-Easement rights of each Owner described in Article IT, Section 3.5, and the Owner's right to quiet enjoyment of the Owner's Lot and Dwelling shall be subject to the following: (a) The Association's right to charge reasonable admission and other fees for the use bx any guests of Members of any recreational facility situated upon the Common Area (including t!

Amenity Center); (b) — The Association's right to suspend an Owner's membership and/or voting # to use and enjoy recreational facilities located in the Common Area (includin CS, ty Center): (1) during any period in which the Owner owes delinquent assessments provisions, protective covenants and restrictions contained heréin,-«

cilities located in the Common Area (includin CS, ty Center): (1) during any period in which the Owner owes delinquent assessments provisions, protective covenants and restrictions contained heréin,-« period, not to exceed sixty (60) days per violation, for any vidlation of published rules and regulations; (c) The Association's right to dedicate or transfer a public agency, authority or utility for such purposes, ax agreed to by the Members. No such dedication or traasfe or any‘pg and the further right to dedicate SU Lo $0; (e) The right of the Asse Amenity Center) by guestd (f) The right of the Asgg money for the purpose efi borrow money for the Area and/or the achieving said f sSi-provided, however, that the rights of any mortgagee in any property bordinate to the rights of the Owners hereunder; Owner of any such Lot or Dwelling shall permit the Association's representative to enter for such purpose at reasonable times and with reasonable advance notice; such right of entry is hereby explicitly reserved by Declarant in the name of and for the benefit of the Association; (i) The Association's right, in the case of an emergency threatening any one or more Lots or Dwellings, or one or more persons located on or within any Lot or Dwelling, to have representatives or agents of the Association enter such Lot or Dwelling or any other Lot or Dwelling for the purpose of attempting to remedy or abate the cause of such emergency. Such right of entry shall be immediate and shall require no prior notice to the Owner or Owners of the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 4 Lot or Dwelling entered, although reasonable efforts will be made in all cases where it is

the Owner or Owners of the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 4 Lot or Dwelling entered, although reasonable efforts will be made in all cases where it is practicable to do so to contact the Owner of the Lot or Dwelling entered. As used herein, the term "emergency" shall mean an event giving rise to a reasonable perception that, if immediate action is not taken, then substantial property damage, property destruction, loss of life or serious bodily injury is likely to result, or the severity of such damage or such injury is likely to be significantly increased. Such right of entry is hereby expressly reserved by Declarant in the name of and for the benefit of the Association; (j) The easement rights reserved by Declarant in Article X of this Declaration; (k) The rights reserved by Declarant in Article X1 of this Declaration: (1) The Cross-Easement rights held by every Owner, as described in Section 3.5 Article III; (m) The Cross-Easement rights are limited to pedestrian access only and dg recreational activities, or the any other use inconsistent with pedestrian ag (n) The City of Grapevine’s right (i) to access the Common Axe thereon and (ii) to attach a lien for the prorated cost of abatemg Article X1V of this Declaration; and (0) | No Owner shall engage in or permit any guest, licensee o engage in any activity or conduct on or in the Common Area, the Cross-Easemeén g, or such Owner's Lot that an Owner knows or reasonably should know would: W ordinance or other law, (ii) cause waste to any part.o mon Area, or (iii) result in the r, the insurance policies carried by the Association.

Section 3.2 Title to the Common Area.

title to the Common Area, free aptNclea e Dec shall convey to the Association fee simple

(iii) result in the r, the insurance policies carried by the Association.

Section 3.2 Title to the Common Area.

title to the Common Area, free aptNclea e Dec shall convey to the Association fee simple df allfmpnétary liens and encumbrances, except those eyance to the Association, Declarant shall be entitled to and shall receive a credi€ag bre Association assessments, with the credit being equal to pressly disclaimed by Declarant. Declarant shall at all times until tion 3.3 RarkinYRights. Each Owner shall have the following parking rights and limitations: al) to each Lot improved with a Dwelling, the garage contained within or constituting part of such Dwelling, and any appurtenant driveway on such Lot, shall be the designated parking area for such Lot and for the sole and exclusive use of the Owner of such Lot.

(b) The Parking Tracts shall be used solely for guest parking and no Owner may park any vehicle on the Parking Tracts or use same for storage or for any other purpose.

(c) Except for fire, police, and other emergency vehicles, postal pickup and delivery, garbage pickup, and as otherwise expressly allowed in writing by the Declarant and/or the Association, absolutely no on street parking shall be allowed. As allowed by law, towing of any vehicles or other property located within the street right of way in violation of this Declaration may occur at DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 5 the Lot Owner’s and/or the property owner’s sole cost and expense. As allowed by law, all applicable governmental entities may also cite or fine a violator of this Declaration for on street parking where such is not allowed.

(d) The Declarant, the Association, and any applicable governmental entity (as may be allowed

ties may also cite or fine a violator of this Declaration for on street parking where such is not allowed.

(d) The Declarant, the Association, and any applicable governmental entity (as may be allowed by law or this Declaration) may set additional reasonable rules and regulations relating to the parking of vehicles within the Property.

Section 3.4 TV Antennas and Cable Television Service. The Association may, but is unde,no obligation to do so, provide one or more central television antennas and/or cable for the convenience of the Members, and the Association may recover the cost of same thro Special assessments. The cost of cable television service is not included in the anprat below the ridge line; no larger dishes or different locations shall be permyt Khgui{he express written approval of the Architectural Control Committee.

Section 3.5 Owner Cross-Easements. The following shall Property: (a) Each Dwelling on a Lot shall be improved, pris an Owner, or as soon as reasonably possible after such.cbgvayance, with a fence near the Dwelling at such location as Declarant may ym, iMDecMrant's discretion, provided that originally located and built by Declarant with ch Lot, such fence shall be teferted to herein as the "Privacy Fence", aE to ons and qualifications set forth in Section 3.1 the yard area enclosed by suc held by every other Owner J The Cross-Easements crea Owner's rights under said € (b) The Associatiop improvements (such ds enjoyment of such property (the "Cross-Easements").

€ appurtenant to the Lot of each Owner, and each ery walking or biking paths, and the like) in or on those portions of s.sivbjéct to the Cross-Easements (the "Cross Easement Areas"), and the Association “cost of same through annual or special assessments. The

g or biking paths, and the like) in or on those portions of s.sivbjéct to the Cross-Easements (the "Cross Easement Areas"), and the Association “cost of same through annual or special assessments. The Associafidy & ste limited responsibility for tending and maintaining (i) the landscaped portions > -Easements Areas, and (ii) any non-structural improvements erected thereon b on’The Association shall not be responsible for maintaining or repairing any drive gs or other paved or concrete areas within the Cross-Easement Areas which were not orifinallyfonstructed by the Association.

(c) The Association shall indemnify and hold harmless each Owner against claims, causes of action and liability for personal injuries or property damage suffered or allegedly suffered by a person while such person was on the portion of such Owner's Lot that is subject to the CrossEasement Areas, if such person is present at such location at the time of the injury or alleged injury by virtue of the Cross Easement rights created under this Declaration; provided, however, in no event shall the Association indemnify an Owner against liability arising as a result of such Owner's own negligence, gross negligence or intentional misconduct, including but not limited to liability arising as a result of an Owner's violation of this Declaration, or the Regulations or DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 6 Bylaws of the Association.

Section 3.6 Damage to the Common Area. Each Member shall be liable to the Association for any damage to any portion of the Common Area caused by the negligence or willful misconduct of the Member or the Member's family, guests, invitees, contractors or employees.

ARTICLE IV ASSOCIATION MEMBERSHIP, VOTING RIGHTS AND PURPOSES

mmon Area caused by the negligence or willful misconduct of the Member or the Member's family, guests, invitees, contractors or employees.

ARTICLE IV ASSOCIATION MEMBERSHIP, VOTING RIGHTS AND PURPOSES Section 4.1 Every Owner shall be a Member of the Association. Membership shall b ant to and may not be separated from ownership of a Lot.

Section 4.2 Initially, the Association shall have two classes of voting memDs Class A Members shall be all Owners except the Declarant, to one (1) vote for each Lot owned. When more than one per any Lot, all such persons shall be Class A Members; howeve exercised as the Owners of such Lot jointly determingamong the be counted if the Owners of such Lot cannot unanimo gree on such vote. In no event shall more than one (1) vote be cast with respect any Lot vote for each L Lot owned, or (11) two (2) vote’ greater. Declarant’s status as a Membe Thereafter, only one class of vottts m asdjupon the sale of all Lots to Owners.

shall exist and shall operate in the manner set have the right, duty and responsibility to: (a) acquire, administer, mainta or the Common Area and the Cross-Easement Areas, (b} administer, maintain apd as may hereafter be designated as Common Area parking struct or remove improvements in the Common Area, (d) construct e Cross-Easement Areas, (e) paint. and/or stain the exterior of the as Permitted by this Declaration or the Bylaws of the Association, (j) enforce this make and enforce architectural standards, reasonable rules and regulations vendors, employees or agents as it deems necessary to carry out the forgoing purposes, and (m) borrow money to be secured by a lien against the Common Area, subject and inferior to the rights of the Owners hercunder. In addition, the Association shall have the right but not the

urposes, and (m) borrow money to be secured by a lien against the Common Area, subject and inferior to the rights of the Owners hercunder. In addition, the Association shall have the right but not the obligation to maintain property not owned by the Association, whether within or outside the Property, including, without limitation, the Structures, publicly owned property and property dedicated to public use, where the Board of Directors has determined that such maintenance is necessary or desirable to maintain the standards of the community.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 7 Section 4.4 Operating Restrictions. No part of the net earnings, if any, of the Association shall inure to the benefit of, or be distributable to the Declarant, the Association's Members, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 4.3 of this Article W.

Section 4.5 Management Agreement. The Association shall be authorized to enter into management agreements with third parties in connection with the operation and management of the Subdivision and the performance of its obligations hereunder. A copy of all such management agreements shall be available to each Owner upon written request within sixt days of receipt of such request at the offices of the Association. The Association mayfass self management of the Subdivision.

ARTICLE V charges to to be established and collected as provided he Lot to pay such assessments and charges, sso arate or rates of interest determined and estgblish¢ rate or rates shall in no event exceed the —

charges to to be established and collected as provided he Lot to pay such assessments and charges, sso arate or rates of interest determined and estgblish¢ rate or rates shall in no event exceed the — law), late charges (in an amount or amounts provision, including without li connection therewith, shall running with the land, and charged and remaining unpje such Lot until the samess pat son who is the Owner of such Lot at the time the assessment or other ; Obligated Owner"); but personal liability for payment of exclusively to promote the recreation, health, safety, and welfare of the residents of the Property and in particular for: (a) the improvement and maintenance of the Common Area, of the landscaped portion of the Cross-Easement Areas and of any improvements erected by the Association in the CrossEasement Areas, such maintenance to include the cutting and removal of weeds and grass, the repair, maintenance and upkeep of the Privacy Fences, and any other maintenance necessary or desirable for the use and enjoyment of the Common Area and the Cross-Easement Areas as DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 8 determined by the Association; (b) painting and/or staining the exterior of the Dwellings when needed as determined by the Association; (c) the maintenance, repair and reconstruction, when needed as determined by the Association, of (i) the roofs of Dwellings, (ii) irrigation lines and sprinklers serving any landscaped areas, (iii) water and/or sewer lines serving the Amenity Center, (iv) the Parking Tracts, and (v) the Amenity Center; (d) the payment of taxes and public assessments assessed against the Common Area; (e) the procurement and maintenance of insurance in accordance with this Declaratio

racts, and (v) the Amenity Center; (d) the payment of taxes and public assessments assessed against the Common Area; (e) the procurement and maintenance of insurance in accordance with this Declaratio (f) employment of or contracting for managing agents and other employees, age independent contractors as the Association may deem necessary or desirable; (g) the institution, defense, intervention, settlement, or compromise of litig and assessments from Owners; (h) the costs and expenses relating to the operation of the subdivisi and/or Gi) such other needs as may arise in the performance of t this Declaration, including restoration and replacement of othé or the Dwellings.

Section 5.2 and under other applicable pro shall not be limited to, payment of, the aes Association in managing, administering, payi the exterior painting and/o restoration and/or replace be obligated to “(O) ion 5. ie ‘Assessment.

_ : ents, the anticipated income (if any) of the Association from sources other than assessme and the existence of any surplus or deficit remaining from the preceding year’s budget. The estimated annual budget for each fiscal year shall be approved and adopted by the Board of Directors. Copies of the proposed budget shall be furnished to all Owners at least thirty (30) days prior to the earlier to occur of (i) the day that the Directors adopt the Budget, or (1i) the beginning of each fiscal year of the Association. Copies of the proposed budget shall also be available to all Members for inspection during regular business hours at the Association's office during the same time periods.

(b) Until January 1 of the year immediately following the conveyance of the first Lot by DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIOGE OAKS Page 9

uring the same time periods.

(b) Until January 1 of the year immediately following the conveyance of the first Lot by DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIOGE OAKS Page 9 Declarant to an owner, the regular maximum annual assessment shall be $3,000.00 per Lot and shall be payable in monthly installments not to exceed $250.00 per month. From and after January 1 of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased by the Board of Directors effective January | of each year without a vote of membership, but subject to the following limitations: [fan adopted budget requires a regular annual assessment against the Owners in any fiscal year which exceeds one hundred twenty percent (120%) of the regular annual assessment levied during the immediately preceding fiscal year, Owners holding at least twenty percent (20.00%) ofjhe then existing votes of all Members of the Association may demand that a vote be taken to shall call a meeting of the Members of the Association to consider the b is held, regardless of whether or not a quorum is actually present atsuc been cast at such meeting, if all Members had been present in meeting. In the event that the Board of Directors does fails to determine new monthly assessments for any y shall continue to pay each month the amount of suc determined.

is delayed | in doing so, each — onthly assessment as last (c) The Board of Directors may fix the mt edsment at an amount not to exceed onetwelfth (1/12) of the maximum annual a otherwise provided in subparagragty(d) this Oo tion 5.4.

ection 5.4 to the contrary, if any amount is assessed against a Lot in accordancd , section 6.1(b) as a result of damage that was caused

nual a otherwise provided in subparagragty(d) this Oo tion 5.4.

ection 5.4 to the contrary, if any amount is assessed against a Lot in accordancd , section 6.1(b) as a result of damage that was caused to said Lot, the Structure thatss Idcatad Partially on such Lot, or to some other part of the be considered or co such assessed Lot ’ for the restoration and/or replacement of capital improvements or for defraying in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, non-structural improvements in or upon the CrossEasement Areas, or the structural portions of any Dwelling(s) located on a Lot(s), provided that any such assessment shall have the assent of two-thirds (2/3rds) of the votes of the Members who are voting in person or by proxy at a meeting duly called for this purpose.

(b) In the event that any construction, reconstruction, repair or replacement for which a special assessment may be assessed arises as a result of the negligence or fault of a specific DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 10 Member or Members, then the Board of Directors, acting on behalf of the Association, may impose such special assessments on the Lot(s) owned by such Member(s) as more specifically provided in Section 6.1(b) below. The special assessments provided for in this Section 5.5(b) shall not require the approval or assent of the Members.

Section 5.6 Notice and Quorum for any Action Authorized Under Sections 5.4 and 5.5. Written notice of any meeting called for the purpose of taking any action authorized under Sections 5.4 or 5.5 shall be sent to al! Members no less than thirty (30) days nor more than sixty (60) days in

itten notice of any meeting called for the purpose of taking any action authorized under Sections 5.4 or 5.5 shall be sent to al! Members no less than thirty (30) days nor more than sixty (60) days in assessments shall, except as otherwise specifically pro all Lots and shall be collected on a monthly basis. Not Declarant is a Class "B" Member pursuant tg Sect# (but not the obligation) to pay any resulting » Declarant shall have the right c event the Association’s and/or the subdivision’s costs exceeds the amount of the received from the Owners; provided, however, in such event, Declarant shall € required to pay assessments of any type or for any purpose with respect typortign§ of the\P?Operty owned by Declarant; and further, provided, however, in no even required to pay an amount which is in excess Ye ished Assessment for each Lot it owns. Declarant, in chain to borrow any deficiency amounts from a lending such a loan in Tarrant County, Texas.

its sole discretion, may ca institution at the then prev Owner that purchases a Lot or Lots from Declarant, the annual herein shall commence as to each Lot on the day such Lot is conveyed dias ‘fo each Lot when both of the following have occurred: (i) at least one (1) cture that is located, in part, upon such Lot has been conveyed by Declarant to substantially complete. For the purpose of this Section 5.8, a Dwelling shall be considered “substantially complete" when Declarant is capable of obtaining a certificate of occupancy for such Dwelling from the appropriate governmental authority. Until the two (2) conditions identified in subparts (i) and (11) of this Section 5.8(a) have been satisfied, Declarant shall have no obligation to pay assessments with respect to any Lot, whether or not such Lot has been

nditions identified in subparts (i) and (11) of this Section 5.8(a) have been satisfied, Declarant shall have no obligation to pay assessments with respect to any Lot, whether or not such Lot has been improved by the construction of a Dwelling.

(b) Annual assessments shall be paid ratably on a monthly basis. The Board of Directors DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 11 shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall he sent to every Owner subject thereto, The due dates shall be established by the Board of Directors. The Association shall, within ten (10) business days after a request therefor and for a reasonable charge, furnish a certificate signed by an officer of the Association, setting forth whether the assessments on a specified Lot have been paid.

administrative late charge of Twenty-Five and No/ 100 Dollars ($25.00) shall be added t assessment not paid within fifteen (15) days after the due date, together with interest unpaid assessment from the due date until paid at a rate of interest per annum eqya of (i) ten percent (10%) or (ii) the maximum rate allowed by applicable law. The against the Lot(s) subject to the unpaid assessments; and in either event, J entitled to recover the Unpaid Assessment, the late charge and interest spé expenses and reasonable attorney's fees incurred by the Associg foreclosure and/or such collection. No Owner may waive or assessment provided for herein by non-use of the Common A\ Areas, or abandonment of his Lot.

Section 5.10 Subordination of the Lien to Mort The Association's lien for unpaid assessments sh deed of trust made in good faith and for val

non-use of the Common A\ Areas, or abandonment of his Lot.

Section 5.10 Subordination of the Lien to Mort The Association's lien for unpaid assessments sh deed of trust made in good faith and for val ust or tax foreclosure, or any transfer in ents as to payments which became due prior hall relieve such Lot from liability for any the lien thereof, nor shall it relieve any Owner from s and other costs and expenses associated therewith.

addition to the regula oy yss&Ssment, every time a Lot in the Subdivision is sold by an Owner, an additignal ys agnt equal to two (2) monthly assessments for such Lot (the itali fer be collected from the purchaser of such Lot and transferred to the ba hela? a working capital fund. The purpose of said fund is to ensure that the Lot by Declarant to an Owner.

Section 5.12 Evidence of Lien. To evidence the Association's lien for unpaid assessments provided for in this Article V, the Association shall prepare a written notice of the lien setting forth the amount of the unpaid indebtedness, the name of the Owners) of the Lot covered by such lien, and a legal description of the Lot covered by such lien. Such notice shall be executed by an officer of the Association and shall be recorded in the County Real Property Records.

Notwithstanding the foregoing, any failure by the Association to record a notice as provided DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 12 herein with respect to any Lot shall not prevent or otherwise affect the Association's right or ability: (1) to seek collection of the assessment from the Personally Obligated Owner, or (ii) to enforce the lien against the Lot while title to such Lot remains in the name of anv successor

right or ability: (1) to seek collection of the assessment from the Personally Obligated Owner, or (ii) to enforce the lien against the Lot while title to such Lot remains in the name of anv successor Owner who took such title with knowledge of the existence of the lien. Any successor Owner who takes title to a Lot after the written notice described above has been properly filed by the Association but before the licen evidenced thereby is discharged shall be deemed to have constructive knowledge of the Association's lien, and such successor Owner's Lot shall be subject to said lien as fully as if said successor Owner had actual knowledge of the lien at phe tume the Lot was acquired.

ARTICLE VI EXTERIOR MAINTENANCE AND PARTY WALLS Section 6.1 Exterior maintenance: Use restrictions: Individual assess Creation of easement to perform.

(a) The Association shall provide the exterior maintenan feren¢ed in Section 5.2 upon each Lot as follows: paint and/or stain the exterior of the Dwadllitg roofs, grass, trees and shrubs (including exterior irrigation of lahd ed areas), and exterior fences, screening walls, patios, balconies, landings, Association. If these outside components are most east dwelling unit located on a Lot, the Owner will cogp iding access to the outside components for the Declarant’s and/or Kees 10K ¥ and contractors. If requested by the Declarant or the Association, the Owner will ¢ all personal property from the outside the Association's exterior paved areas within the Crd Association), any improvex area created by the Priya maintenance performé Association. An er shall reduce the assessment payable by him to the t do any of the following without the prior written consent of the 4¢Chitectural Committee: (i) plant any vegetation or install any

Association. An er shall reduce the assessment payable by him to the t do any of the following without the prior written consent of the 4¢Chitectural Committee: (i) plant any vegetation or install any e Cross-Easement Areas, (ii) allow vegetation planted within the (b) In the event that the need for an item or items of maintenance, restoration or repair is caused by the fault or negligent act or omission of the Owner, his family, guests or invitees, including but in no way limited to the Owner's willful or negligent failure to comply with any restriction, covenant or agreement contained in this Declaration, the cost of such maintenance, restoration and/or repairs shall be assessed only against the Lots owned, in whole or in part, by such Owner (i.e., not uniformly against all Lots), and the lien for any such assessment that is not paid when due shall attach to each Lot then owned by such Owner.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 13 Section 6.2 Party Walls.

(a) General Rules of Law to Apply. Each wall which is built as a part of the original construction of the Dwellings upon the Property and placed on the dividing line between the Lots shall constitute a party wall, and, to the extent not inconsistent with the provisions of this Article, the general rules of law of the State of Texas regarding party walls and liability for property damage duc to negligence or willful acts or omissions shall apply thereto. No alterations may be made to any party wall other than non-structural alterations to the interior surfaces of such,valls no circumstances shall any alterations or attachments be made to any party wall surfgce would create or result in the creation of any in- wal| alarms, whether as a part of

erior surfaces of such,valls no circumstances shall any alterations or attachments be made to any party wall surfgce would create or result in the creation of any in- wal| alarms, whether as a part of (c) Destruction by Fire or Other Casualty. If a party wall other casualty, any Owner who has used the wall mayestore it\a thereafter make use of the wall, they shall contribute proportion to such use without prejudice, however, larger contribution from the others under any rule of any such Owners to call for a ing liability for negligent or willful acts or omissions. In addition there iok AO gfhmencement of any repairs or restoration to the Lot, the Owner must compl any ghd all provisions as are set forth in Article VIII below.

(d) Weatherproofing. Notwit} 1 her provision of this Article, an Owner who by his negligent or willful act gs weatherproof the exposed po of such weatherproofing.

. In the event of any dispute arising concerning a party wall under the icle, each such dispute will be resolved by means of the applicable dispute sions of Article XII of this Declaration.

AAT AS Wall to be exposed to the elements shall ' SS wll against the elements and shall bear the whole cost uns with Land, The right of any Owner to contribution from any shall be appurtenant to the land and shall pass to such Owner's ARTICLE VII ARCHITECTURAL CONTROL Section 7.1 The Architectural Committee. An Architectural Committee (herein so called) shall be appointed by Declarant and shall be initially composed of three (3) members to provide for architectural control and design for the Property and to have and exercise the other powers granted to it hereunder. The Architectural Committee may designate a representative or

embers to provide for architectural control and design for the Property and to have and exercise the other powers granted to it hereunder. The Architectural Committee may designate a representative or representatives to act for it. So long as Declarant continues to be a Class B Member of the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 14 Association, Declarant shall have sole authority to (a) change the membership of the Architectural Committee; (b} designate a successor to the Architectural Committee; and (c) substitute another member in place of any member of the Architectural Committee who 1s for any reason unwilling or unable to serve. From and after the date that Declarant ceases to be a Class B Member, said authority shall vest in the Board of Directors. Neither the members of the Architectural Committee nor its designated representative shall be entitled to any compensation nor shall they be liable for damages, claims, or causes of action arising out of services performed by the Architectural Committee.

Section 7,2 Architectural Control. The Architectural Committee shall specifically ha authority to grant the exceptions to the restrictions as described below. Except as 2 landscaping, fence, wall, roof, antenna, satellite dish, spa, water feature, improvement of any kind or nature shall be erected, placed or altered o and specifications have been submitted to and approved in wri the Committee as to: (a) quality of workmanship and materials; (b) conformity and harmony of the external desigh cor, location, shape, type and appearance of exterior surfaces and landscaping; (c) drainage solutions; (d) the observance of and compliance ci the enhancement of aesthetic views and visual (e) the other standards set forth with

nd appearance of exterior surfaces and landscaping; (c) drainage solutions; (d) the observance of and compliance ci the enhancement of aesthetic views and visual (e) the other standards set forth with bulletins promulgated by the ets Committee has been vested wight atfect the living enjoyment of one or more Owners or the e event the Architectural Committee, or its designated d to it, the request shall be deemed to have been denied. Absent the erchitectural Committee, the proposed improvement may not be (a) The Declarant and/or the Association and/or the Architectural Committee may, but has no obligation to, require any Owner to restore such Owner's improvements or alteration to the condition existing prior to the construction thereof (including, without limitation, the demolition and removal of any unapproved improvement) if such improvements or alterations were commenced or constructed in violation of this Article. In addition, the Declarant and/or the Association and/or the Architectural Committee 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 Lot upon which such improvements or alterations were DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 15 commenced or constructed. A material violation of these covenants shall be deemed to have occurred if no prior express written approval of the Architectural Committee has been obtained where it was originally required, even if hindsight reveals that the actual plans and specifications would have been approved by the Architectural Committee had they been properly and timely submitted.

(b) Neither Declarant, nor the Association, nor the Architectural Committee, nor the Board

ications would have been approved by the Architectural Committee had they been properly and timely submitted.

(b) Neither Declarant, nor the Association, nor the Architectural Committee, nor the Board of Directors, nor the officers, directors, managers, members, employees and agents of any of them, shall be liable in damages to anyone submitting plans and specifications to any of the’ : approval, or to any Owner of property affected by these restrictions by reason of mispeke judgment, negligence, or nonfeasance arising out of or in connection with the appper directors, managers, members, employees and agents of any of ¥ and hereby releases, remises and quitclaims all claim of or in connection with any judgment, negligence or provisions of any law which provides that a lng shall have the power to grant variance, wai forth in this Declaration under circumstances ds deemed reasonable, appropriate and prudent by the Architectural Committee. rhe A ral Committee shall be entitled at any time, and from time to am, to seg @ cost and expenses paid by the Association. The costs from the persons seeking review and ARTICLE VIII SURANCE AND INDEMNITY ra overage on the Property shall be governed by the following Policies: Primary Coverage.

(1) The Board of Directors or its duly authorized agent shall have the authority to purchase and shall purchase insurance policies upon the Property sufficient to provide the coverages required by this Article VIII, for the benefit of the Association and the Owners and their mortgagees, as their interest may appear, and provisions shall be made for the issuance of certificates of mortgage endorsements to the mortgagees of Owners. All policies shall be written with a company licensed to sell insurance in the State of Texas.

ions shall be made for the issuance of certificates of mortgage endorsements to the mortgagees of Owners. All policies shall be written with a company licensed to sell insurance in the State of Texas.

(it) | Owners may, at their option, obtain insurance coverage at their own expense upon their own personal property and for their personal liability and living expense and such other DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 16 coverage as they may desire, as those matters will not be covered by the Association's insurance policies. In no event shall the insurance coverage obtained and maintained by the Association hereunder be brought into contribution with insurance purchased by individual Owners, Lot occupants, or their mortgagees, and the insurance carried by the Association shall be primary.

(b) Casualty. All buildings and improvement upon the Property and all personal property of the Association located in or upon the Property and/or used to maintain the Property (including but not limited to Dwellings and other improvements thereon) shall be insured in an amo equal to one hundred percent (100.00%) insurable replacement value as determined annu.

the Association with the assistance of the insurance company providing coverage. S shall provide protection against: (a) Loss damage by fire and other hazards covered by a standard exte endorsement; and (ii) | Such other risks, as determined from time to time, a casualty policies with respect to buildings of the type existing n's insurance policies al property of Owners, Notwithstanding anything to the contrary contained herein, thk shall not be required to cover damage for mold or d e to the and the Owners expressly assume all liability therefor) obtained such other insurance coverage

ything to the contrary contained herein, thk shall not be required to cover damage for mold or d e to the and the Owners expressly assume all liability therefor) obtained such other insurance coverage be necessary or desirable.

Tnake every reasonable effort to ensure that all (d) Policy Terms. The Aasgh Ass in clauses, endorsements or agreements providing: () (il) that no be canceled or substantially modified without at least ten (10) days' prior writtep-ngti Association; (iit) may be canceled, invalidated, or suspended as a result of or on accounkONhé ‘oF any director, officer or employee of the Association or its duly authorizetha out prior demand in writing delivered to the Association to cure the default ordle byuch conduct, and the allowance of a reasonable time thereafter for the that the "other insurance" clause in any such policy excludes individual Owner's policies from consideration.

(e) Premiums. Premiums for insurance policies purchased by the Association shall be paid by the Association and shall be charged to Owners as part of the annual assessment described in Article V above.

(f) Proceeds. All insurance policies purchased by the Association shall be for the benefit of the Association and the Owners and their mortgagees, as their interest may appear, and shall DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 17 1¢ provide that all proceeds thereof shall be payable to the Association as insurance trustee under this Declaration. Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Board of Directors; provided, however, that no mortgagee having an interest in such losses shall be prohibited from participating in the settlement negotiations, if any,

ciation shall be vested in the Board of Directors; provided, however, that no mortgagee having an interest in such losses shall be prohibited from participating in the settlement negotiations, if any, related thereto. Upon the payment of proceeds to the Association under any policy, the sole duty of the Association as insurance trustee shall be to receive such proceeds as are paid and to hold the same in trust for the purpose stated herein or stated in the Bylaws and for the benefit of the Owners and their mortgagees in the following shares: (i) Proceeds on account of damage to the Common Area and facilities he Association.

(ii) Proceeds on account of damage to Lots (including but not limite¢ Owner, which cost shall be determined by the Association.

(ii) In the event a mortgagee or lender loss payable £ any Lot, the share of the Owner shall be held in trust for the ni interests may appear.

in the following manner: o (a) Expense of the Trust. All expenses of provisions made therefor.

(b) Reconstruction or Reps Co shall be paid to defray the cost incurred by the Association sri T obtaining the performance of the repairs, reconstruction or replacemgn™ damaged improvement(s) or other property, and the Association shall ensure tha D may result from such reeor otherwise removed. A Pre rds ‘remaining after defraying such costs shall be distributed as provided in Section.§.A(Tsa eased as provided in Section 4.2 above, all persons responsible for or authorized to expend or otherwise deal in the assets of the Association or those held in trust shall first | be bonded by a fidelity insurer to indemnify the Association for any loss or default in the performance of their duties in an amount equal to six (6) months’ assessments, plus reserves accumulated.

ARTICLE IX |

by a fidelity insurer to indemnify the Association for any loss or default in the performance of their duties in an amount equal to six (6) months’ assessments, plus reserves accumulated.

ARTICLE IX | USE RESTRICTIONS Section 9.1 Rules and Regulations. The Board of Directors of the Association shall have the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 18 power to formulate, publish and enforce reasonable rules and regulations concerning the use and enjoyment of the Cross-Easement Area, the area on each Lot enclosed by the Privacy Fence, the Common Areas, the exterior of the Dwellings and landscaping visible from the street. Such rules and regulations may provide for imposition or fines or penalties for the violation thereof, or for the violation of any of the covenants and conditions contained in this Declaration.

Section 9.2 Antennas and Satellite Dishes. No television, radio, or other electronic towers, aerials, antennae, satellite dishes or BENGE of any type for the reception or transmission of dio prohibition shall not apply to those antennae specifically covered by 47 CFR. P Section 1.4000 (or any successor provision) promulgated under the Telecommya of an acceptable signal would not be impaired, an antenna perk Association may only be installed within the area on ea subparagraph shall prohibi an individual home office. # materially increase the residents’ peaceful use sound or smell from , Suppliers or other business invitees or door-to-door solicitation of fivity is consistent with the residential character of the community and thé Subdivision, as may be determined in the sole discretion of the Board of hstanding the above, the leasing of any Lot shall not be considered a business

e residential character of the community and thé Subdivision, as may be determined in the sole discretion of the Board of hstanding the above, the leasing of any Lot shall not be considered a business the meaning of this section. This section shall not apply to any activity conducted by the Declarant with respect to its development and sale of the Subdivision or its use of any Lots which it owns within the Subdivision.

Section 9.4 Quiet Enjoyment. No obnoxious or offensive activity shall be carried on upon the Property, nor shall anything be done which may be or may become a nuisance or annoyance to the Subdivision.

Section 9.5 Nuisances. No activity deemed noxious or offensive by the Board of Directors or the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 19 Architectural Committee shall be carried on within the Common Area, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the Subdivision as determined by the Architectural Committee. Examples of such offensive activities shall include, but not be limited to, the origination or emission of any loud or disturbing noise or vibrations, the maintenance of an auto repair site, the maintenance of unsightly outdoor storage of personal property (including toys, motorcycles or other motor vehicles, tricycles, bicycles, wood piles or other miscellaneous items) on porches, patios, terraces or yards, or similar unsightly activity not in keeping with the aesthetic character and high level of appearance of the Subdivision.

Section 9.6 Parking of Vehicles and Use of Property.

(a) No house male, boat ‘heen camper, tent, shed, or ran ottier such vehje (b) Except for fire, police, and other emergency v pickup, and as otherwise expressly allowed in writi

s and Use of Property.

(a) No house male, boat ‘heen camper, tent, shed, or ran ottier such vehje (b) Except for fire, police, and other emergency v pickup, and as otherwise expressly allowed in writi absolutely no on street parking shall be allowed. A other property located within the street rig the Lot Owner’s and/or the property owner’s applicable governmental entities may al 0 governmental entity (as may b reasonable rules and regulajz OO expense. As allowed by law, all a violator of this Declaration for on street t, fhe Association, and any applicable r this Declaration) may set additional € parking of vehicles within the Property.

(c) All vehicles on the guests, and invitees, are-sub} I rules and regulations concerning the type, size, number, bit the sale, storage, washing, repair, or restoration of vehicles on the ransport inflammatory, explosive, dangerous, or other hazardous De€laration to be removed without liability and at the sole cost and expense of érator of such vehicle.

Section 9.7 Non-Interference with Drainage. Within those easements on each Lot as designated on the Plat, no improvement, structure, planting or materials shall be placed or permitted to remain which might damage or interfere with the installation, operation and maintenance of public utilities, or which might alter the direction of flow within drainage channels or which might obstruct or retard the flow of water through drainage channels.

Section 9.8 Signs. No sign of any kind or character shall be displayed to the public view on any Lot except for (a) one (1) professionally fabricated sign of not more than five (5) square feet DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 20

e public view on any Lot except for (a) one (1) professionally fabricated sign of not more than five (5) square feet DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 20 advertising the property for rent or sale, (b) signs used by Declarant to advertise the Property during the construction and sales period, and (c) political signs advocating the election of one or more political candidates or the sponsorship of a political party, issue or proposal provided that such signs shall not be erected more than a reasonable period of time (in no event to exceed thirty (30) days in advance of the election to which they pertain) and are removed within fifteen (15) days afier the election. The Association or its agents shall have the right to remove any sign, billboard or other advertising structure that does not comply with the above, and in so doing shall not be subject to any liability for trespass or any other liability in connection with such removal.

Section 9.9 Animals. No animals, livestock or poultry of any kind shall be raised, breg any Lot; provided, however, dogs, cats or other household pets may be kept, not to z such animal fails or refuses to honor such request, the the Board or Directors. An Owner's failure to remoye-{ Owner's Lot (or their guests or invitees) sh subject such Owner to such reasonable penalti imal under this Section 9.10 shall be the the animal was kept (or was brought by a guest ails to reimburse the Association for such cost and e Association's demand for reimbursement, such cost and expense shall beca{ne part wf fhe annual assessment against such Lot, and the amount of such cost or expense ags¢Ssed ayamst such Lot shall not be counted or considered in determining

t, such cost and expense shall beca{ne part wf fhe annual assessment against such Lot, and the amount of such cost or expense ags¢Ssed ayamst such Lot shall not be counted or considered in determining whether a maximum 4 ae t has been made against such assessed Jot under Article V, Section 5.4 of thi aratié os cts. Every person owning or having possession, charge, care, custody or above. The cost and expense of el sole responsibility of the Owng or invitee). In the event tha sash of other means of adequate physical control. All Owners must control their pets at all times, whether or not such Owner is present, in a manner that will prevent any pet from (a) making noise at objectionable sound levels for extended periods of time, whether continuously or intermittently, (b) endangering the health or safety of other Owners, their families, guests or invitees, or creating fear in other Owners as to the safety of themselves, their families, guests or invitees, or (c) otherwise constituting a nuisance or inconvenience to the Owner(s) of any other Lot; all of the foregoing as determined by the Association. Any pet identified by the Association as a potentially dangerous animal constituting an unreasonable risk or threat to any other Owner or as to other Owners generally, whether or not such risk or threat is deemed immediate or imminent, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 21 or as to the families, guests or invitees of any Owner or other Owners generally, whether due to the type, kind or species of such animal, or its size, natural proclivities or inherent nature, or as a result, whether in whole or in part, of the known tendencies, habits, disposition or history of such

type, kind or species of such animal, or its size, natural proclivities or inherent nature, or as a result, whether in whole or in part, of the known tendencies, habits, disposition or history of such animal, or as a result of the manner in which such animal generally is supervised and controlled by its owner, or for any combination of any of the foregoing reasons, shall be subject to such further restrictions and control as the Association may in its absolute discretion deem appropriate, which further restrictions or control may include, without limitation, any one or more of the following additional requirements: (i) constant restraint of the animal by meang of a cage, chain, leash or other means deemed appropriate and approved by the Association at Property.

Section 9.11 Garbage and Refuse Disposal. No Lot shall be usé ground for rubbish, and all trash, garbage or other waste shall Section 9.12 Oil and Mining Operations. NM Common een, No derrick or of ety tru shall be erected, maintained or fS& “S i . ib. & ae ard Use. Because balconies, patios, and enclosed yards provide significant agchits tikalelements of the Property, the Association has the right to regulate every aspect ofthe uge\appyearance, and maintenance, including without limitation ; ations, fur ant’, planters, decking, water features, spas, pools, cooking apparatus, audio gad Wdde sqyipment, and storage units.

SS: wy Secthgn 915 Zavdscaping. No person may perform landscaping, planting, or gardening anywhexe on ike Common Elements without the Association’s prior written authorization.

Section 9.16 Occupancy. The Association may adopt rules regarding the occupancy of each Lot.

If the Association’s Rules fail to establish occupancy standards, no person under the age of 18

horization.

Section 9.16 Occupancy. The Association may adopt rules regarding the occupancy of each Lot.

If the Association’s Rules fail to establish occupancy standards, no person under the age of 18 may occupy a Lot unless he or she lives with an Owner who is his spouse, parent, legal guardian, or a designee of his parent or legal guardian. Upon request by the Association, an Owner must provide satisfactory proof of the ages and relationships of all occupants of a Lot. If the Association’s Rules fail to establish occupancy standards, no more than two (2) person per bedroom may occupy a Lot, subject to the exception for familial status. In the event any DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 22 mandatory law or regulation is less restrictive than this Section or the Association’s Rules regarding occupancy of a Lot, then such law or regulation shall control. Regardless, no person may occupy a Lot if such person constitutes a direct threat to the health or safety of other persons, of if such person’s occupancy would result in substantial physical damage to the property of others.

Section 9.17 Window Treatments. The Property has been designed to have a uniform feel and appearance. Therefore, the color and condition of all window panes, window screens, and window treatments (both interior and exterior) must conform in all respects to standards s the Declarant, the Association, or the Architectural Control Committee. All window visible from any street or Lot must be maintained in good condition and must not appearance. The Association may prohibit the use of certain colors.or window treatments.

ARTICLE X EASEMENT gts, storm drainage facilities, gas lines, telephone, and electric power line an ities as shall be established by the

on may prohibit the use of certain colors.or window treatments.

ARTICLE X EASEMENT gts, storm drainage facilities, gas lines, telephone, and electric power line an ities as shall be established by the Declarant or by its predecessors in title, prior t : ing of the Property to this Declaration; hfurther easements as are requisite for the addition, there is hereby reserved in the , now or hereafter existing, for the purpose of construction and repairing & ments within the Property, including the right of temporary storage of construction sriaten and the Common Aref § improvements co, subject to easements for the encroachment of initial Adjacent Lots by the Declarant to the extent that such initial Sach including, but not limited to, such items as overhanging eaves, falls. Declarant also reserves access easements over all Lots for istaYlation of public or private utilities and storm drainage (whether subsurface h easements may serve the Property or any adjacent property or properties cross-easements in favor of Owners of Lots that comprise a Structure for access to and from each other Lot comprising the Structure and the Common Area adjacent to the Lots comprising the Structure, including, but not limited to the transportation of roll-out garbage containers; however, this does not include access to approved decks, patios or areas with approved fences. To the extent Declarant deems it necessary or appropriate to execute "and file in the appropriate public records any instrument to specifically evidence, identify and/or establish of record any easement reserved generally herein, Declarant is and shall be authorized to grant such easements, in its own name or in the name of the Association, and to execute and record written evidence of the same,

ment reserved generally herein, Declarant is and shall be authorized to grant such easements, in its own name or in the name of the Association, and to execute and record written evidence of the same, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 23 without the approval or joinder of any other party, including, but not limited to, the Association, so long as Declarant holds record title to the Common Area. After the conveyance by Declarant to the Association of record title to the Common Area, any such written easement shall be given, if at all, by the Association and shall require the signature of the President of the Association (or any other duly authorized officer of the Association) or, if not the President or other officer duly authorized, then all of its Directors. Any third-party relying on a written and recorded easement instrument granted either by the Declarant or by the Association shall be entitled to rely upon any and all recitations set forth therein as true and correct statements of fact as to ownership ofthe Common Area and the authority of the person or party executing such easement instrumeh the same shall be deemed presumptively true, correct and legally binding for all purpgSe therein or encumbered thereby.

ARTICLE XI DECLARANT'S RIGHTS The right is reserved by Declarant, or its agents, to place and fndtntai the Property all model homes, sales offices, advertising signs and banners and lighting is ecfion therewith and Declarant. There is also reserved unto Declarant and 1 pective purchasers and tenants, the right of ingress, egress and transient park: eythe Property without charge (a) a sales purposes, Declarant also reserves the right to fe tat

ed unto Declarant and 1 pective purchasers and tenants, the right of ingress, egress and transient park: eythe Property without charge (a) a sales purposes, Declarant also reserves the right to fe tat general construction office for Declarant's a ors ey 6) appropriate parking facilities for \Déc/arant's aforesaid reserved rights shall the employees of Declarant's agents and contr exist at any time Declarant is engaged infhe portion of the Property, and no chehge sh mide with respect thereto. Notwithstanding any provision herein to the contrary gdsements created under this Declaration are subject to the right of Declay Property, which in the Declaraf} forth in this Declaration (in provided any such doc any Owner.

are required to implement any right of Declarant set aking of any dedications or conveyances to public use) $$ not inconsistent with the then existing property rights of ARTICLE XI] SOLUTIONS AND LIMITATIONS ON LITIGATION or applitatignOf the provisions of this Declaration, the Bylaws, the Association rules or decisions of the Architectural Committee (collectively, the ''Claims") shall be determined by the Board. These determinations (absent arbitrary and capricious conduct or gross negligence) shall be final and binding upon all Owners, Members and residents. Except for those Claims authorized in Section 12.2 of this Article XII, all Claims shall be resolved using the procedures set forth in Section 12.3 of this Article XII in lieu of filing suit in any court or initiating proceedings before any administrative tribunal seeking redress or resolution of such Claim.

Section 12.2 Exempt Claims. The following Claims (Exempt Claims") shall be exempt from the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 24

resolution of such Claim.

Section 12.2 Exempt Claims. The following Claims (Exempt Claims") shall be exempt from the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 24 provisions of Section 12.3 of this Article XII: (a) Any suit by the Association to enforce the provisions of Article V (Assessments); (b) Any suit by the Association to obtain a temporary restraining order (or equivalent emergency equitable relief) and such other ancillary relief as the court may deem necessary in order to maintain the status quo and preserve the Association's ability to enforce the provisions of Article VU (Architectural Control) and Article EX (Use Restrictions); (c) Any suit between Owners (other than Declarant) seeking redress on the basis of a which would constitute a cause of action under federal law or the laws of the State oft the absence of a claim based on the Declaration, or on the Bylaws, Articles or rulgs Association, if the amount in controversy exceeds $5,000.00; (d) Any suit arising out of any written contract between Owners, or between and (e) any suit in which all parties are not Owners, residents, others subject to this Declaration.

Any party having an Exempt Claim may submit it to set forth in Section 12.3 of this Article XII, but there submission of an Exempt Claim involving the Assogiat (a) Notice. Any party havip ("Respondent"), other than gts Claim (the "Notice"), statis (b) Negotiation.

(i) Each Claimant and Respondent (the "Parties") shall make every reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation.

(ii) Upon receipt of a written request from any Party, accompanied by a copy of the

ery reasonable effort to meet in person and confer for the purpose of resolving the Claim by good faith negotiation.

(ii) Upon receipt of a written request from any Party, accompanied by a copy of the Notice, the Board of Directors may appoint a representative to assist the Parties in resolving the dispute by negotiation, if in its discretion the Board of Directors believes such efforts will be beneficial to the Parties and to the welfare of the community.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 25 (c) Mediation.

(i) If the Parties do not resolve the Claim through negotiation within thirty (30) days after the date of the Notice (or within such other period as may be agreed upon by the Parties) ("Termination of Negotiations"), Claimant shall have thirty (30) additional days within which to submit the Claim to mediation under the auspices of any dispute resolution center or other such independent agency providing similar services in the City of Carrollton, Texas or in Denton County, Texas, or in the Dallas-Fort Worth metroplex area, upon which the Parties may mutually agree.

(ii) If Claimant does not submit the Claim to mediation within thirty (30) days aft Termination of Negotiations, Respondent shall lam-released and discharged from an liability to Claimant on account of such claim; provided, nothing herein shall relega where the Parties met, that the parties are at an impasse, and terminated.

(iv) Each Party shall, within five (5) days afterszke Termiy of Mediation, make a written offer of settlement in an effort to resolve the Chaimyas hereinafter provided. The Claimant shall make a final written settlement demand en e to the Respondent. The Respondent shall make a formal written settleme ; : to the Claimant. If

resolve the Chaimyas hereinafter provided. The Claimant shall make a final written settlement demand en e to the Respondent. The Respondent shall make a formal written settleme ; : to the Claimant. If Settlement Demand. If the Respondent fails td deemed to have made a "zero" or "take (i) If the Parties do Settlement Offer, or othervy Estate Industry (as in ¢ shall be deemed gbe as provid Bove, and is specifically enforceable under the applicable arbitration laws of the State of Texas. The arbitration award (the "Award") shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction to the fullest extent permitted under the laws of the State of Texas.

Section 12.4 Allocation of Costs of Resolving Claims.

(a) Each Party shall bear its own costs incurred prior to and during the proceedings described in Section 12.3 (a), (b) and (c) of this Article XII, including the fees of its attorney or other representative. Each Party shall share equally all charges rendered by the mediators) pursuant to DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 26 Section 12.3(c).

(b) Each Party shall bear its own costs (including the fees of its attorney or other representative) incurred after the Termination of Mediation under Section 12.3(c) and shall share equally in the costs of conducting the arbitration proceeding (collectively, (Post Mediation Costs"), except as otherwise provided in subsection Section 12.4 (c) of this Article XH.

(c} Any Award which is equal to or more favorable to Claimant than Claimant's Settlement Demand shall add such Claimant's Post Mediation Costs to the Award, such Costs to be borne equally by all Respondents. Any Award which is equal to or less favorable to Claimant tha,

imant's Settlement Demand shall add such Claimant's Post Mediation Costs to the Award, such Costs to be borne equally by all Respondents. Any Award which is equal to or less favorable to Claimant tha, Respondent's Settlement Offer to that Claimant shall also award to such Respondent its Mediation Costs, such Costs to be borne by all such Claimants.

N stich event, the Party gr from the noncomply with the procedures set forth in Section 12.3 of this A taking action to enforce the agreement or Award shall be entitle complying Party (or if more than one non-complying Paty, from several liability basis) all costs incurred in enforcing s reement or Award, including, without, limitation, attorney's fees and court costs.

Section 12.6 Commencement of Litigation.

1on, the Bylaws or rules and regulations of the Association, the ssaciation shall have each and all of the rights and remedies which may be e ouch lien and the appointment of a receiver for the Lot and coments interest of such Cumiee or for damages or injunction, or specific performance or for judgment for payment of money and collection thereof, or for any combination of remedies, or for any other relief. No remedies herein provided or available at law or in equity shall be deemed mutually exclusive of any other such remedies. All expenses of the Declarant and/or the Association in connection with any such actions or proceedings, including court costs and attorneys’ fees and other fees and expenses, and all damages, liquidated or otherwise, together with interest thereon at the maximum rate permitted by law, from the due date until paid, shall be charged to and assessed against such defaulting Owner, and shall be added to and deemed part of his/its Assessment (to the same

he maximum rate permitted by law, from the due date until paid, shall be charged to and assessed against such defaulting Owner, and shall be added to and deemed part of his/its Assessment (to the same DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 27 extent as the lien provided herein for unpaid Assessments), upon the Lot and upon all of his/its additions and improvements thereto, and upon all of his/its personal property upon the Lot. Any and all of such rights and remedies may be exercised at anv time and from time to time, cumulatively or otherwise, by the Declarant and/or the Association.

(b) Should the Declarant or the Association fail or refuse to maintain the Common Area to the City's specifications for an unreasonable time, not to exceed ninety (90) days after written request to do so, the City, by and through a majority of the City Council members, shall haye the right, power and authority as is herein given to the Declarant and/or the Association and t Board of Directors to enforce this Declaration and levy Assessments in the manner s« herein. It is understood that in such event, the City may elect to exercise the rights-e costs for suit, incurred or resulting from the Declarant and/or A maintain the Common Area to the City's specification for a term of twenty (20) years from the date gv shall be automatically extended for successive er€ent (90.00%) of the Lots. Thereafter, this Declaration may by an instrument signed by the Owners of not less than seventyots. [f a lender holding a first lien mortgage or deed of trust against give prior written consent to such amendment or termination, to the 4 Rights of Note Holders. Any institutional holder of a first mortgage on a Lot (a

ng a first lien mortgage or deed of trust against give prior written consent to such amendment or termination, to the 4 Rights of Note Holders. Any institutional holder of a first mortgage on a Lot (a "Mortgage Holder") will, upon request, be entitled to (a) inspect the books and records of the Association during normal business hours, (b) receive an annual financial statement of the Association within ninety (90) days following the end of its fiscal year, (c) receive written notice of all meetings of the Association and the right to designate a representative to attend any such meetings, (d) receive written notice of any condemnation or casualty loss that affects either a material portion of the project or the Lot securing its mortgage, (e) receive written notice of any sixty-day delinquency in the payment of assessments or charges owed by the owner of any Lot on which such Mortgage Holder holds the mortgage, (t) receive written notice of a lapse, DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 28 cancellation, or material modification of any insurance policy or fidelity bond maintained by the Owners' Association, (g) receive written notice of any proposed action, if any, that requires the consent of a specified percentage of Mortgage Holders, and (h) be furnished with a copy of the master insurance policy.

Section 13.5 Notices. Any notice required or desired to be given under the provisions of this Declaration shall be deemed to have been properly delivered when deposited in the United States mail, postage prepaid, directed to the last known Owner, Mortgage Holder or other party entjtled to & brought to enforce the provisions of this Declaration, the party instituting such proceedtx Al pot be entitled to take

d, directed to the last known Owner, Mortgage Holder or other party entjtled to & brought to enforce the provisions of this Declaration, the party instituting such proceedtx Al pot be entitled to take employee and agent of the Declarant, the all actions, suits, proceedings, judgments, perfa settlements and reasonable expenses (ing person under or in connection wi, by applicable law, such indem negligence of the indemnifigs Section 13.8 Usury.

Association docuyme onflicting provisions in this and all other instruments concerning the charging of interest.

ARTICLE XIV ACCESS AND INDEMNIFICATION Section 14.1 Right of Access. The Association hereby grants to the City of Grapevine, Texas (the "City"), the County of Tarrant, Texas, (the “County’), the Grapevine-Colleyville Independent School District (““GCISD”), and the U.S. Postal Service (“USPS”) the right (i) to access the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 29 Common Areas and (ii) where applicable, to attach a lien for the pro rated cost of abatement for violations of the law upon each individual Lot.

Section 14.2 Indemnification. The Association hereby indemnifies and holds the City, County, GCISD, and the USPS harmless from any and all costs, expenses, suits, demands, liabilities, damage or otherwise, including attorneys' fees and costs of suits in connection with their access for all lawful purposes.

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has caused instrument to be executed by the authority of its partner, they day and year first aboVengTiite ARTICLE XV CITY OF GRAPEVINE PROVISIONS The streets and drainage facilities shall be maj (HOA) in compliance with all federal, state and local tions and to the specifications of the engineer of record.

RTICLE XV CITY OF GRAPEVINE PROVISIONS The streets and drainage facilities shall be maj (HOA) in compliance with all federal, state and local tions and to the specifications of the engineer of record.

and/or the HOA to pay the pegs attorney fees incurred in malkyf éctions. The owner and/or the HOA do hereby relieve, release, quitclaim, indemn# servants, officers, elected officials and emp damages, either personal injuries, dea’ erty damage, arising out of or in connection with the ownership and maintenance,2 e facility. The owner and/or HOA shall be required to notify any purchaser of apy vithin Stone Bridge Oaks of the requirement of the drainage and the all be private streets constructed to satisfy City ordinance specifications.

The ‘ spect the streets during construction regularly in order to ascertain that all constru Was in compliance with applicable City ordinances.

The streets shall be maintained by the Association in a manner that is consistent with and satisfies City standards.

The City’s Fire Marshall shall have the authority, right, and power to designate any portion or all of said private streets as fire lanes. The City shall have the authority to enforce all fire lane requirements in accordance with applicable City ordinances.

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 30 The City shall have the right to designate either or both sides of said streets as “No Parking Zones” and enforce said restrictions as if the streets were public.

Neither this Article, nor Article V, shall be amended, revoked, or revised without the written consent of the City, nor shall any other Article that relates to nghts and authority of the City be amended, revoked or revised without the written consent of the City.”

or revised without the written consent of the City, nor shall any other Article that relates to nghts and authority of the City be amended, revoked or revised without the written consent of the City.”

CONSENT AND SUBORDINATION BY LENDER The undersigned, First Horizon Construction Lending, 4000 Horizon Way, Irving, Te is the holder of a first lien deed of trust and security agreement on the Property, girth execution of this Declaration solely for the purposes of (a) evidencing its conse RDING RETURN TO: Ségtt Alagood Llaggod & Cartwright, P.C.

1710 Westminster Denton, Texas 76205 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 31 33 DECLARANT: LIFESTYLE GRAPEVINE 360, LP By: Trike Partners, Lue STATE OF TEXAS COUNTY OF | villas This in Dean Ef} did 5 company general This instrument was acknowledged before me on 9VC. mber 7 , 2002 by John W. Wood, as Senior Vice President — Commercial Real Estate.

” s M20 RHONDA W REAGAN } NOTARY PUBLIC STATE OF TEXAS * My Camm. Exp. 07-31-2010 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page 32 EXHIBIT “A” WHEREAS, LIFESTYLE GRAPEVINE 360, L.P. is the owner of a 23.577 acre tract of land in the G.W. Minter Survey, Abstract No. 1083, situated in the City of Grapevine, Tarrant County, Texas and being all of that 23.577 acre tract, as described in Clerks File No D206328958, in the Deed Records of Tarrant County, Texas, and being more particularly described as follows: BEGINNING, at a 5/8 inch iron rod found at the southwest corner of said 23.577 acre tract, being in the east line of Euless-Grapevine Road (Variable R.O.W.); THENCE, North 01°28'56" West, along the west line of the 23.577 acre tract and the east line of Eula

orner of said 23.577 acre tract, being in the east line of Euless-Grapevine Road (Variable R.O.W.); THENCE, North 01°28'56" West, along the west line of the 23.577 acre tract and the east line of Eula Grapevine Road, for a distance of 316.35 feet, to a 5/8 inch iron rod found; set; THENCE, North 01°05'19" West, continuing along said lines, for a distance 0 found at the northwest corner of the 23.577 acre tract; THENCE, North 89°25'56" East, departing said east line and along the na distance of 409.39 feet, to a 1/2 inch iron rod found; THENCE, South 00°34'29" East, continuing along said north lin’ rod found: distance of 259.95 feet, to a 1/2 inch iron THENCE, South 70°30'42" East, continuing along noy rod set; Jipe adistance of 200.00 feet, to a 1/2 inch iron THENCE, North 61°03'42" East, continuing alo n me, for a distance of 230.47 feet, to a 1/2 inch iron rod set at the most easterly northeast cess of fhe(23.527 ecretract being in the west line of State Highway 360 (Variable R.O.W.); THENCE, South 25°07'03" Eas a Highway 360, for a distance of of the 23.577 acre tract and along the west line of State THENCE, South 09°17'18'" Ba set; THENCE, South 88°49'45" West, continuing along said east line, for a distance of 108.54 feet, to a 1/2 inch iron rad set; THENCE, South 01°14'59" East, continuing along said east line, for a distance of 324.31 feet, to a 5/8 inch iron rod found at the most southerly southeast corner of the 23.577 acre tract; THENCE, South 89°33'55" West, along the south line of the 23.577 acre tract, for a distance of 620.47 feet, to the POINT OF BEGINNING and continuing 23.577 acres of land.

EXHIBIT “A” TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page | EXHIBIT “B” os \ DECLARATION OKGO (Co CONDITIONS AND CTIONS FOR

G and continuing 23.577 acres of land.

EXHIBIT “A” TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS Page | EXHIBIT “B” os \ DECLARATION OKGO (Co CONDITIONS AND CTIONS FOR STONE es AKS & we Secretary of State 2/21/07 3:10 PAGE 2/2 RightFAX Corporations Section Roger Williams P.O.Box 13697 Secretary of State Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Stone Bridge Oaks Owners’ Association, Inc.

File Number: 800776725 The undersigned, as Secretary of State of Texas, hereby certifies that a above named Domestic Nonprofit Corporation has been received in thi coriform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of Staie, and by vixue secretary by law, hereby issues this certificate evidencing fitiqe effective of another under the federal Trademark Act of 1946, Professional Name Act, or the common law.

mark law, the Assumed Business or Effective: 02/20/2007 Dated: 02/20/2007 EO Roger Williams Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 TTY: 7-1-1 Prepared by: Jean Marchione Document: 161158760002 CERTIFICATE OF FORMATION OF STONE BRIDGE OAKS OWNERS’ ASSOCIATION, INC.

A NONPROFIT CORPORATION This certificate of formation is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code.

Article I - Entity Name and Type The name and type of filing entity being formed are: Stone Bridge Oaks O Inc., a Texas nonprofit corporation (hereinafter "Corporation").

Article II — Purpose Except as otherwise provided herein, the Corporation shaWhave% wers provided in the i ¢ purposes for which the

s O Inc., a Texas nonprofit corporation (hereinafter "Corporation").

Article II — Purpose Except as otherwise provided herein, the Corporation shaWhave% wers provided in the i ¢ purposes for which the Corporation is formed are generally to promote the health, safety, a ave of the “Owners” of “I “Lots” contained within the “Subdivision” known as Stone Bri an add County of Tarrant, State of Texas, as set forth in that ce lat whit is or will be recorded in the Plat Records of Tarrant County, Texas, as those terms are de ose certain Declaration of Covenants, Conditions and Restrictions for Stone Bridge Oaks y ill be recorded in the Real Property Records of Tarrant County, Texas. Additio i duties as determined from time to time by the Béarthok Difettors of the Corporation: 1. adopt and amend bylaws; © 2. adopt and amend budgetsfqr‘r nditures, and reserves and collect regular or special ers of Lots within the Subdivision; assessments for common mn 3 d other employees, agents, and independent contractors; Sette, or compromise litigation or administrative proceedings on matters affecting the SubdiVisio a make contracts and iabilities relating to the operation of the Subdivision and the Corporation 6. regylate enance, repair, replacement, modification, and appearance of the Subdivisié 7 improvements to be included as a part of any common areas within the 8. ents, leases, licenses, and concessions through or over the common area; 9. and receive payments, fees, or charges for the use, rental, or operation of the common area and fot § services provided to property owners; 10. impose interest, late charges, and, if applicable, returned check charges for late payments of regular assessments or special assessments;

mmon area and fot § services provided to property owners; 10. impose interest, late charges, and, if applicable, returned check charges for late payments of regular assessments or special assessments; 11. — ifnotice and an opportunity to be heard are given, collect reimbursement of actual attorney’s fees Certificate of Formation (Non-Profit) Page 1 and other reasonable costs incurred by the property owners’ association relating to violations of the subdivision’s restrictions or the property owners’ association’s bylaws and rules; the restrictions for the collection of assessments; 13. adopt and amend rules regulating the collection of delinquent assessments and the application of payments; 14, impose reasonable charges for preparing, recording, or copying amendments to the restrictions, resale certificates or statements of unpaid assessments; 15. purchase insurance and fidelity bonds, including directors’ and officers’ liability ins the board considers appropriate or necessary; 16. if the restrictions allow for an annual increase in the maximum regular assesgme of the membership, assess the increase annually or accumulate and assess the increg years; board of directors, indemnify a director or officer of the property owne be made a named defendant or respondent in a proceeding becausé officer; 18. if the restrictions vest the architectural control authority iy in the real property records of the applicable county; and (B) modify the guidelines as the needs of the 19. exercise other powers conferred by the gestri 20. —_ exercise other powers that may be exe’ property owners’ association; and

e applicable county; and (B) modify the guidelines as the needs of the 19. exercise other powers conferred by the gestri 20. —_ exercise other powers that may be exe’ property owners’ association; and les of incorporation, or its bylaws; até by a corporation of the same type as a 21. exercise other powers necessary an e: € governance and operation of a property owners’ association. © -Restrictions and Limitations Bg or anything to the contrary herein, the Corporation may not: irectors, if any, or officers. However, the Corporation may pay compensation in a ble amount to its members, directors, or officers for services rendered, may confer fits upon its members in conformity with its purposes, provided such compensation and benefits are reasonable.

C. Make loans to the Corporation's directors.

Certificate of Formation (Non-Profit) Page 2 D. Engage in any activities, except to an insubstantial degree, that are not in furtherance of the purpose or purposes of the Corporation.

E. Serve any private interest except if clearly incidental to the public benefit provided by the Corporation.

F. Allow any of the Corporation's net earning to inure to the benefit of the members, if any of the Corporation, or any private individual.

G. Make distributions at such time and in such manner as to subject it to 4942 of the Code.

H. Engage in any act of self-dealing which would be subject to tax Code.

I. Retain any excess business holdings which would oe the Code.

J. Make any investments which would subject it to t K. Make any taxable expenditures which y Code. } Article [V - Registered arid Registered Agent The initial registered agent individual resident of the state whose name is Ronald W.

Slovacek. The business address Interstate 35E, Suite 202, De

Code. } Article [V - Registered arid Registered Agent The initial registered agent individual resident of the state whose name is Ronald W.

Slovacek. The business address Interstate 35E, Suite 202, De ered agent and the initial registered office is: 4485 S.

10-2303.

Address Lif — o W. A485 'S. Interstate 35E, Suite 202, Denton, Texas 76210-2303 Article VI - Governing Authority Management of the affairs of the Corporation is to be vested in its board of directors. The number of initial directors shall be three (3). The number of directors shall be set by the bylaws of the Corporation as may be amended from time to time, provided that the number of directors may never be Certificate of Formation (Non-Profit) Page 3 of its directors or officers, or between the Corporation and an entity or other organization in which one or more of the Corporation's directors or officers is a managerial official or has a financial interest.

An otherwise valid contract or transaction is valid notwithstanding that a director, officer, or member of the Corporation is present at or participates in the meeting of the board of directors, of a committee of the board, or of the members that authorizes the contract or transaction, or votes to authorize the contract or transaction, if: (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed to or known by (a) the Corporation's board of directors, a committee of the board of directors, or the members, and the board, the committee, or the fer good faith and with ordinary care authorize the contract or transaction by the affirmative’v esence of a quorum at a ¢ contract or transaction.

Article XI - Member Consent Requ or Fundamental Action

r good faith and with ordinary care authorize the contract or transaction by the affirmative’v esence of a quorum at a ¢ contract or transaction.

Article XI - Member Consent Requ or Fundamental Action The affirmative vote of only a majorityof titled to vote shall be sufficient to approve a Fundamental Action (as the term i on 22.164 of the Texas Business Organizations Code, as amended from time to e Corporation in the process of winding up are paid, orporation shall be applied and distributed in accordance anizations Code.

rticle XIII - Effective Date of Filing This.ce at rmation becomes effective when the document is filed by the secretary of State.

Article XTV - Execution This document is signed subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Certificate of Formation (Non-Profit) Page 5 Date: January 23, 2007 ai W. Slovacek Certificate of Formation (Non-Profit) Page 6 66 EXHIBIT "C" TO Copy DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR STONE BRIDGE OAKS BYLAWS OF STONE BRIDGE OAKS OWNERS' ASSOCIATION, INC.

ARTICLE I - OFFICES 1. REGISTERED OFFICE AND AGENT The registered office and registered agent of the Corporation shall be as set forth in the Corpggation's 3. OTHER OFFICES within out the State of Texas, as the Ncporation may require or as may be The Corporation may also have other offices at such plag _ Board of Directors may designate, or as the business of ths desirable.

The Corporation shall have clags provided in that certain Declaration of Covenants, Conditions, and Restrictions by Kiféstyle Grapevine 360, LP, filed or to be filed in the Real Property Records of Tarrant Ge , as may be amended or restated from time to time as 2. oO EMBERS

ovenants, Conditions, and Restrictions by Kiféstyle Grapevine 360, LP, filed or to be filed in the Real Property Records of Tarrant Ge , as may be amended or restated from time to time as 2. oO EMBERS Except ds wise vided for in the Declaration, there shall be no election of Members.

3. WATION OF MEMBERSHIP As provided for in the Declaration, a Member’s rights may be suspended, terminated, or expelled.

Bylaws (STONE BRIDGE OAKS) Page | 4, RESIGNATION Any member may only resign in accordance with the Declaration.

5. REINSTATEMENT Membership may be reinstated as provided by the Declaration.

6. TRANSFER OF MEMBERSHIP Membership in this Corporation is not transferable or assignable.

7. PLACE OF MEETING The Board of Directors may designate any place, either within or witheut tHe Kat) of Texas, as the place of meeting for any annual meeting or for any special meeting calléd by Q Directors. [f no and place either within or without the State of Texas andbasent to%he holding of a meeting, such meeting shall be valid without call or notice, and any corperatyaction may be taken at such meeting.

8. ANNUAL MEETING © The annual meeting of members shall be held on th may make demand that such writing by registered mail dire ted against the Board of Directors, and all of the extraordinary writs yuity shall be available to such member to compel the holding of such nor more that¥ sixty (60) days before the date of the meeting, either personally, by facsimile transmission, or by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the

ons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the Corporation, with postage thereon paid. If Bylaws (STONE BRIDGE OAKS) Page 2 transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile.

10. SPECIAL MEMBERS' MEETINGS Special meetings of the members may be called by the President, the Board of Directors, by members having not less than one-tenth of the votes entitled to be cast at such meeting.

Only business within the purpose or purposes described in the notice or executed waiver of natice may be conducted at a special meeting of the members.

fixing, or affecting the time or date when a meeting of members t Directors may be held.

11, VOTING OF MEMBERS Each member, regardless of class, shall be end ed in the Declaration.

icate of Formation or these Bylaws, a member Unless otherwise provided by the Declaratj rf n writing by the member or by the member's duly authorized attorney-in-fact. No x Ary d atter eleven (11) months from the date of its execution, unless otherwise pyoxy. Each proxy shall be revocable unless expressly provided therein to be irrevocy o event shall it remain irrevocable for more than eleven (11) months. Elections of directo ets may be conducted by mail, by facsimile transmission, or by any combination of the oO At each election fof diréetersevéry member entitled to vote at such election shall have the right to vote, in person grt far ds many persons as there are directors to be elected and for whose election the giviy one candidate as many votes as the number of such directors multiplied by such

he right to vote, in person grt far ds many persons as there are directors to be elected and for whose election the giviy one candidate as many votes as the number of such directors multiplied by such membi&X's ¥ equal, or by distributing such votes on the same principle among any number of such cand ‘Any member who intends to cumulate votes as herein authorized shall give written notice of such intention to the secretary of the Corporation on or before the day preceding the election at which such member intends to cumulate votes.

The vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a Bylaws (STONE BRIDGE OAKS) Page 3 greater number is required by law, the Certificate of Formation, or these Bylaws.

Any vote may be taken by voice or show of hands unless a member entitled to vote, either in person or by proxy objects, in which case written ballots shall be used.

12. QUORUM OF MEMBERS Unless otherwise provided in the Declaration, the Certificate of Formation or in these Bylaws, members quorum. Unless otherwise provided in the Certificate of Formation or these Bylaws, ongt presenta at a masking of TIGIADEES the members represented in person or by proxy at phe provided in the Certificate of Formation or these Bylaws, the memb at a meeting of members at which a quorum is not present may : proxy at that meeting.

13. FIXING RECORD DATES FOR DETERMI *s MEMBERS ENTITLED TO VOTE AND NOTICE sé of a members' meeting and for wetting shall be the close of business on the , or if notice is waived, at the close of business

FIXING RECORD DATES FOR DETERMI *s MEMBERS ENTITLED TO VOTE AND NOTICE sé of a members' meeting and for wetting shall be the close of business on the , or if notice is waived, at the close of business The record date for determining the members determining the members entitled to vote at a business day preceding the date on which wot of or to vote at a members' meeting is effective for any adjournment of the meeting ub of Directors fix a new date for determining the right to notice or the right to vote. Sean oDirectors must fix a new date for determining the right to notice or the right to vot¢1F etizig is adjourned to a date more than ninety (90) days after the record te for the notice of a meeting, the Corporation shall prepare an alphabetical list of ¢ voting members who are entitled to notice of the meeting. The list must show the sikihrens ahd numer of votes each voting member is entitled to cast at the meeting. The Corporation shall maintain, through the time of the members' meeting, a list of members who are entitled to vote at the meeting but are not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of voting members.

Not later than two (2) business days after the date notice is given of a meeting for which a list was Bylaws (STONE BRIDGE OAKS) Page 4 prepared, as provided above, and continuing through the meeting, the list of voting members must be available for inspection by any member entitled to vote at the meeting for the purpose of communication with other members concerning the meeting at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A voting member or voting

her members concerning the meeting at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A voting member or voting member's agent or attorney is entitled on written demand to inspect and to copy the list at a reasonable time and at the member's expense during the period it is available for inspection.

The Corporation shall make the list of voting members available at the meeting, and any voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

15. ACTION BY MEMBERS WITHOUT MEETING Any action required by the Texas Business Organizations Code to be taken or any action which may be taken at a meeting of the members or any-e If the Corporation's Certificate of Formation so provide, ion required by the Texas Business Organizations Code to be taken at a meeting of the men action that may be taken at a meeting of the members of any committee ma meeting if a consent in writing, setting forth the action to be taken, is signed b}%4 ber of members or committee members as would be necessary to take that action at a aNukich all of the members or members of the committee were present and voted.

Each written consent shall bear tHe Gat e of each member or committee member who signs the consent. A written conser g han all of the members or committee members is not effective to take the action thay of the earliest dated consentdefitered tothe Corporation in the manner required by this section, a unanimous written consent shall be given to all members or committee members who did not consent in writing to the action.

If any action by members or a committee is taken by written consent signed by less than all of the

sent shall be given to all members or committee members who did not consent in writing to the action.

If any action by members or a committee is taken by written consent signed by less than all of the members or committee members, any articles or documents filed with the Secretary of State as a result Bylaws (STONE BRIDGE OAKS) Page 5 of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the members, that written consent has been given in accordance with the provisions of section 6.202 of the Texas Business Organizations Code and that any written notice required by such section has been given.

A telegram, telex, cablegram, or similar transmission by a member or member of a committee or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a member or member of a committee shall be regarded as signed by the member or member of a committee for purposes of this section.

16. COMMITTEES OF THE MEMBERS committees which, to the extent provided in such resolution, shall have and Neo 8 all corsist of two or more Corporation and until a successor is appointed in the shall be sooner terminated, or unless such me e member cease to qualify as a member thereof.

chairman by the person or persons authorized Jet each committee shall be appointed € members thereof. Vacancies in the iy ents made in the same manner as provided in erwise provided in the resolution designating a constitute a quorum and the act of a majority of the is present shall be the act of the committee. Each and affairs Corporation shall be managed under the direction of the Board of Directors of the

a constitute a quorum and the act of a majority of the is present shall be the act of the committee. Each and affairs Corporation shall be managed under the direction of the Board of Directors of the Corporation. Directors need not be residents of the State of Texas or members of the Corporation unless the Certificate of Formation or these Bylaws so require.

Bylaws (STONE BRIDGE OAKS) Page 6 2. NUMBER AND ELECTION OF DIRECTORS The number of directors shall be three (3) provided that the number may be increased or decreased from time to time as provided in the Declaration, or by an amendment to these Bylaws or resolution adopted by the Board of Directors, provided that the number of directors may not be decreased to fewer than three (3), No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.

At the first annual meeting of members and at each annual meeting thereafter, the members shaX elect directors. A director shall hold office until the next annual election of directors and untisatd.gire successor shall have been elected, appointed, or designated and qualified.

3. REMOVAL A director may be removed from office, with or without cause, by t or appoint the director. If the director was elected to office, rem to the vote necessary to elect the director.

4, RESIGNATION ion to the Corporation. The wtivé of resignation or the date specified in ky ‘4 to make the resignation effective.

A director may resign by providing written notice of sy resignation shall be effective upon the date of such notice. Acceptance of the resignation sha 5. VACANCIES AND INCREASE séeting at which they shall elect officers and transact such other business as shall

nation shall be effective upon the date of such notice. Acceptance of the resignation sha 5. VACANCIES AND INCREASE séeting at which they shall elect officers and transact such other business as shall geting. The time and place of the annual meeting of the Board of Directors may be 7, REGULAR MEETING OF DIRECTORS Regular meetings of the Board of Directors may be held with or without notice at such time and place as may be from time to time determined by the Board of Directors.

Bylaws (STONE BRIDGE OAKS) Page 7 8. SPECIAL MEETINGS OF DIRECTORS The Secretary shall call a special meeting of the Board of Directors whenever requested to do so by the President or by two (2) or more directors. Such special meeting shall be held at the date and time specified in the notice of meeting.

a. PLACE OF DIRECTORS' MEETINGS All meetings of the Board of Directors shall be held either at the principal office of the Zonpokation or at such other place, either within or without the State of Texas, as shall be specified inshe-notte meeting or executed waiver of notice.

106. NOTICE OF DIRECTORS' MEETINGS Notice of any special meeting of the Board of Directors shall be thereto by written notice delivered personally or sent by mail or ach Director at that Director's address as shown by the records of the Corporation. | h notice shall be deemed to be delivered when deposited in the United States mail i oped so addressed, the postage thereon prepaid. If notice is given by telegram, such nott Il be deemed to be delivered when the telegram is delivered to the telegraph company. Any waive notice of any meeting. The attendance of a Director at any meeting shall genstithté eof notice of such meeting, except where a Director attends a meeting for the express p e Of

raph company. Any waive notice of any meeting. The attendance of a Director at any meeting shall genstithté eof notice of such meeting, except where a Director attends a meeting for the express p e Of because the meeting is not lawfully called or, purpose of, any regular or special meeting sd\Néither the business to be transaction at, nor the btPneed be specified in the notice or waiver of uired/by law or by these Bylaws.

CTORS person or by proxy executed in writing by the director. No proxy shall be valid after ths om the date of its execution. Each proxy shall be revocable unless expressly provided thereyo be irrevocable, and unless otherwise made irrevocable by law.

12. COMPENSATION Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting Bylaws (STONE BRIDGE OAKS) Page 8 of the Board or Directors. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for such services. Member of committees may be allowed similar compensation and reimbursement of expenses for attending committee meetings.

13. ACTION BY DIRECTORS WITHOUT MEETING Any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or any coyamittee, the members of the committee, as the case may be. Such consent shall have the sa a unanimous vote.

bythe 4 Business Ret way be taken at out simeeting if a consent in If the Corporation's Certificate of Formation so provide, any action required writing, setting forth the action to be taken, is signed by a suffici

ss Ret way be taken at out simeeting if a consent in If the Corporation's Certificate of Formation so provide, any action required writing, setting forth the action to be taken, is signed by a suffici committee members as would be necessary to take that action at the consent. A written consent signed by oten is not effective to take the action that is the es date of the earliest dated consent delivered to consent or consents signed by the required, 6n in the manner required by this section, a en of Directors or committee members is ogistered agent, principal place of business, transfer ent of the Corporation having custody of the books in jrectors or committees are recorded. Delivery shall be by Areceipt requested. Delivery to the Corporation's principal President or principal executive officer of the Corporation.

any vote of the Board of Directors or committee members, that written consent has been given in accordance with the provisions of section 6.202 of the Texas Business Organizations Code and that any written notice required by such section has been given.

A telegram, telex, cablegram, or similar transmission by a Director or member of a committee or a Bylaws (STONE BRIDGE OAKS) Page 9 photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Director or member of a committee shall be regarded as signed by the Director or member of a committee for purpases of this section.

14. COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of

esignate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of of Directors in the management of the Corporation, except that no such committee shal authority of the Board of Directors in reference to ae aay or repealing the plan of consolidation with another Corporation; authorizing the sale lease, g or substantially all of the property and assets of the Corporation; autharjzi ard of Directors which by its terms provides that it shall not be amended, altered or repeated b ittee. The designation and appointment of any such committee and the delegation uthorit ic committee shall not operate to relieve the Board of Directors, or any individual Direc any responsibility imposed by law upon the Board of Directors or upon any individual Directo Other committees not having and exercising thé e Board of Directors in the management of the Corporation may be appointed in such manweMqNnay be designated by a resolution adopted by a provided in such resolution, memb&£ e&chy ommittee shall be members of the Corporation, and the President of the Corporation ¢hé N embers thereof. Any member thereof may be : Ceobn is appointed, unless the committee shall be sooner terminated, or saved from such committee, or unless such member cease to qualify as a Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a Bylaws (STONE BRIDGE OAKS} Page 10 majority of the whole committee shall constitute a quorum and the act of a majority of the members

he resolution of the Board of Directors designating a committee, a Bylaws (STONE BRIDGE OAKS} Page 10 majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IV - OFFICERS i. NUMBER OF OFFICERS Ze ELECTION OF OFFICERS AND TERM OF OFFIC All officers shall be elected or appointed annually by the Roa meeting of the Board of Directors for such terms not ext@s be Board of Directors whenever in their judgment ereby. The removal of an officer shall be without e€r so removed. Election or appointment of an officer obs. A vacancy in any office because of death, resignation, All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in theses Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

Bylaws (STONE BRIDGE OAKS) Page !1 In the discharge of a duty imposed or power conferred on an officer of a Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (1) one or more other officers or employees of the Corporation, including members of the Board of Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

g members of the Board of Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

An officer is not relying in good faith within the meaning of this section if the officer has krgwledge concerning the matter in question that makes reliance otherwise permitted by this subse unwarranted.

Ds PRESIDENT The President shall be the chief executive officer of the Corporatiop-aad shalkpreside atalf meetings of all directors and members. Such officer shall see that all orders afd-res ¢ board are carried out, subject however, to the right of the directors to delegate spe ers\ except such as may be by statute exclusively conferred on the President, to any other office The President or any Vice-President shall execute bonds, ages and other instruments requiring a seal, in the name of the Corporation. When authorize may affix the seal to any instrument requiring the s etal when so affixed shall be attested by the signature of either the Secretary or an Asst The President shall be ex-officio a membe g committees.

The President shall submit a rep their meeting next preceding sg meeting.

s of the Corporation for the year to the directors at fg of the members and to the members at their annual 6. VICE-PRESID The Vice-Presiden, idents in order of their rank as fixed by the Board of Directors, shall, in the absenc Gawiilit e President, perform the duties and exercise the powers of the President, uch other duties as the Board of Directors shall prescribe.

TARY AND ASSISTANT SECRETARIES The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and

sident, uch other duties as the Board of Directors shall prescribe.

TARY AND ASSISTANT SECRETARIES The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Bylaws (STONE BRIDGE OAKS) Page 12 Corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by the Secretary's signature or by the signature ofan Assistant Secretary.

The Assistant Secretaries shall in order of their rank as fixed by the Board of Directors, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and they shall perform such other duties as the Board of Directors shall prescribe.

members shall be recorded by such person as shall be designated by the President or by d ard of Directors.

8. THE TREASURER AND ASSISTANT TREASURERS J (sn) eepwrall and The Treasurer shall have the custody of the corporate funds and sec j ation and shall deposit The Treasurer shall disburse the funds of the Corporation taking proper vouchers for such disbursements. The Té books of account and shall render to the President a transactions and of the financial condition of énd exhibit the books, records and accounts to the President or directors at any time tedsurer shall disburse funds for capital expenditures as authorized by the Bo Aire

of the financial condition of énd exhibit the books, records and accounts to the President or directors at any time tedsurer shall disburse funds for capital expenditures as authorized by the Bo Aire D xs in accordance with the orders of the President, or disbursing funds if in the judgment of the qitthorZed. The Treasurer shall perform such other duties as the President.

ll keep and maintain the Corporation's account of all of the Treasurer's yliNse satisfactory to the Board of Directors for the faithful performance he restoration to the Corporation, in case of death, resignation, retirement or remofal frerk ec, of all books, papers, vouchers, money and other property of whatever kind in the ANcudbdat's possession or under the incumbent's control belonging to the Corporation.

efs in the order of their seniority shall, in the absence or disability of the Treasurer, And exercise the powers of the Treasurer, and they shall perform such other duties as the Board gCtors shall prescribe.

Bylaws (STONE BRIDGE OAKS} Page 13 ARTICLE V - CERTIFICATES OF MEMBERSHIP 1. CERTIFICATES OF MEMBERSHIP The Board of Directors may provide for the issuance of certificates, or cards, or other instruments evidencing membership rights, voting rights or ownership rights (hereinafter referred to as "certificates"), which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary.

certificates evidencing membership of any class shall be consecutively numbered. The nanfe address of each member and the date of issuance of the certificate shall be entered on th Secretary, if the Board of Directors shall have provided for the i under the provisions of this Article V.

nfe address of each member and the date of issuance of the certificate shall be entered on th Secretary, if the Board of Directors shall have provided for the i under the provisions of this Article V.

waintain insurance or another arrangement on behalf of any person officer, employee, or agent of the Corporation or who 1s or was poration as a director, officer, partner, venturer, proprietor, trustee, functionary of another foreign or domestic corporation, employee benefit The Corporation may p who is or was a membeti other arrdyg t is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the members of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benctit of persons indemnified by the Corporation, (1) create a trust fund; (2) Bylaws (STONE BRIDGE OAKS) Page 14 establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other Jien on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as

of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement voidable and shall not subject the directors approving the insurance or arrangement to liabil ground, regardless of whether directors participating in the approval are beneficiaries o iiksiyance or arrangement.

ARTICLE VII - MISCELLANEOUS 1. WAIVER OF NOTICE Corporation under the ation, or these Bylaws, a otice, whether before or after Whenever any notice is required to be given to any member or ¢ provisions of the Texas Business Organizations Code, the Certi waiver thereof in writing signed by the person or perso titled f the time stated therein, shall be equivalent to the giving 0 notice.

2. MEETINGS BY TELEPHONE CO CTRONIC OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY Subject to the provisions ea or perm] WY Business Organizations Code and these Cprporation, members of the Board of Directors, or old a meeting of such members, board, or committee ilar communications equipment by which all persons by means of: (1) conference f participating in the meeting c3 participates in the meeting for the express purpose of objecting to the transaction Participatig¢n ce 2 pursuant to this section shall constitute presence in person at such meeting, e thefround that the meeting is not lawfully called or convened.

The Corporation may adopt a corporate seal in such form as the Board of Directors may determine. The

resence in person at such meeting, e thefround that the meeting is not lawfully called or convened.

The Corporation may adopt a corporate seal in such form as the Board of Directors may determine. The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation.

Bylaws (STONE BRIDGE OAKS) Page 15 4. CONTRACTS The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

5. CHECKS, DRAFTS, ETC.

All checks, drafts or other instruments for payment of money or notes of the Corporationgfts by such officer or officers or such other person or persons as shall be determined fro resolution of the Board of Directors.

6. DEPOSITS All funds of the Corporation shall be deposited from time to time edit eACorporation in such banks, trust companies, or other depositories as the Board of Direttérs ma ect.

Te GIFTS The Board of Directors may accept on behalf of the Corpore ‘ contribution, gift, bequest or devise 8. BOOKS AND RECORDS te bodks and records of account and shall keep minutes of ‘and committees and shall keep at the registered office or principal office in thig ® ate a f the names and addresses of its members entitled to vote. A member of the Corpors oy Wxitttn demand stating the purpose of the demand, has the right to examine and copy, in persgt é The Corporation shall keep correct > required by law) of the financial activity of the — shall be seikent at the revisteved office or

pose of the demand, has the right to examine and copy, in persgt é The Corporation shall keep correct > required by law) of the financial activity of the — shall be seikent at the revisteved office or principal office of the Corporation in this state for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Corporation may charge for the reasonable expense of preparing a copy of a record or report.

Bylaws (STONE BRIDGE OAKS) Page 16 10. FISCAL YEAR The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE VIM - CONSTRUCTION 1. PRONOUNS AND HEADINGS All personal pronouns used in these Bylaws shall include the other gender whether used in magcyline or feminine or neuter gender, and the singular shall include the plural whenever and as oftex appropriate. All headings herein are for convenience only and neither limit nor amp these Bylaws.

2. INVALID PROVISIONS If any one or more of the provisions of these Bylaws, or the appligAbitty of g provision to a specific situation, shall be held invalid or unenforceable, such prowigt all be modified to the minimum extent necessary to make it or its application valid and éyfoxceable/ and the validity and enforceability of all other provisions of these Bylaws and #fons of any such provision shall not be affected thereby.

ARTICLE IX - AMENDMENT 6 A 4 € the SO -6r adopt new Bylaws, unless the Certificate Ors GoteAimits such powers. Unless the Certificate of gvigdes otherwise as to all or some portion of these e-Bylaws or adopt new Bylaws even though the Bylaws e Board of Directors.

The Board of Directors may amend or repeal of Formation or the Texas Business Ogganigé

wise as to all or some portion of these e-Bylaws or adopt new Bylaws even though the Bylaws e Board of Directors.

The Board of Directors may amend or repeal of Formation or the Texas Business Ogganigé Formation or a bylaw adopted by the Bylaws, the members may ame may also be amended, repealed, ¢ Bylaws (STONE BRIDGE OAKS) Page 17 R SCOTT ALAGOOD ALAGOOD & CARTWRIGHT P C 1710 WESTMINSTER DENTON ‘TX 76205 Submitter: ALAGOOD & CARTWRIGHT P C SUZANNE HENDERSON TARRANT COUNTY CLERK TARRANT COUNTY COURTHOUSE 100 WEST WEATHERFORD FORT WORTH, TX 76196-0401 OF T SCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.

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