Second Amended Declaration of Lewisville Water's Edge II Condominiums — Transcription Part 1 (PDF pp. 001–056)

Source: Denton County Instrument No. 12162, recorded February 6, 2024, 03:47 PM, 111 pages. Transcribed from page images. Footer "Second Amended Declaration of Lewisville Waters' Edge II Condominiums | Page X of 48" omitted from each page body (doc page number shown in marker). Note: the doc's own page 1 footer reads "Page 1 of 46"; later pages read "of 48". Bracketed notes [ ] are transcriber's.

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Denton County Juli Luke County Clerk

Instrument Number: 12162 ERecordings-RP DECLARATION Recorded On: February 06, 2024 03:47 PM — Number of Pages: 111 "Examined and Charged as Follows:" Total Recording: $465.00

*********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.

File Information: Document Number: 12162; Receipt Number: 20240206000520; Recorded Date/Time: February 06, 2024 03:47 PM; User: Michael T; Station: Station 34. Record and Return To: Simplifile

STATE OF TEXAS / COUNTY OF DENTON — I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas. Juli Luke, County Clerk, Denton County, TX [seal]

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SECOND AMENDED DECLARATION OF LEWISVILLE WATER'S EDGE II CONDOMINIUMS

Made and Established on February 11, 2021, and First Amended on April 5, 2021, and then Second Amendment on January 17, 2024

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SECOND AMENDED DECLARATION OF LEWISVILLE WATER'S EDGE II CONDOMINIUMS

The Original Declaration of Lewisville Water's Edge II Condominiums was made and established on February 11, 2021, by Declarant and filed of record in Instrument Number 25819, Denton County Real Property Records, Denton County, Texas; and filed of record on February 11, 2021.

This First Amended Declaration of Lewisville Water's Edge II Condominiums was made and filed of record as an amendment to the original declarations under the powers of the Declarant Control, and the Declarant still having control according the Declarations in Instrument Number 58626, Denton County Real Property Records, Denton County, Texas; and filed of record on April 5, 2021.

The First Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations and said First Supplement was filed of record in the Denton County Real Property Records in Instrument 62026 filed on April 7, 2021.

The Second Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations and said Second Supplement was filed of record in the Denton County Real Property Records in Instrument 100528 filed on June 3, 2021.

The Third Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations and said Third Supplement was filed of record in the Denton County Real Property Records in Instrument 100558 filed on June 3, 2021.

The Fourth Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations and said Fourth Supplement was filed of record in the Denton County Real Property Records in Instrument 109362 filed on June 16, 2021.

The Fifth Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the

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Declarations and said Fifth Supplement was filed of record in the Denton County Real Property Records in Instrument 203815 filed on November 5, 2021.

The Sixth Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations, and said Sixth Supplement was filed of record in the Denton County Real Property Records in Instrument 30470 and filed on March 29, 2023, Denton County Real Property Records.

The Seventh Supplement to the First Amended Declaration of Lewisville Water's Edge II Condominiums was filed as a supplement to the First Amendment to the original declarations under the powers of the Declarant Control, and the Declarant still had control according to the Declarations, and is being filed to assign the declarant rights and control to the Assignee, MMNS Homes, LLC, and recorded in Instrument 65608, Denton County Real Property Records, and filed on June 23, 2023.

This Second Amended Declaration of Lewisville Water's Edge II Condominiums is being made and filed of record in Denton County Real Property Records, with Declarant still having control and special declarant powers, but with the unanimous consent of all current owners by and through those powers granted to said owners to amend said declarations.

This Second Amended Declaration of Lewisville Water's Edge II Condominiums is subject to those Supplements to the First Amended Declaration that have been filed of record in the Denton County Real Property Records prior this Second Amended Declaration and they are in full force and effect.

This Second Amended Declaration's only amendment is to Section 17.01, Notice to Mortgagees, to extend the time for notice under 17.01(a), that any notice of any proposed action which requires the consent of Mortgagees, which notice shall be given not less than Sixty (60) days prior to the desired effective date of such action. This change is from thirty (30) days to sixty (60) days.

All other provisions of the First Amended Declaration of Lewisville Water's Edge II Condominiums remain unchanged.

ARTICLE I SUBMISSION: DEFINED TERMS

Section 1.01 Submission of Real Estate: MMM Holdings, LP, A Texas Limited Partnership, by and through its General Partner, MMM Ventures, LLC, A Texas Limited Liability Company (The original "Declarant"), who was the owner in fee simple of the real estate described in Section 2.02 of this Declaration located in Denton County, Texas, and by and through its successor in interest via assignment of Declarant rights, MMNS Holdings, LLC, a Texas Limited Liability Company, hereby submits the real estate, together with all easements, rights,

[Note: Section 1.01 says "MMNS Holdings, LLC"; the recitals and the "Declarant" definition say "MMNS Homes, LLC".]

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appurtenances thereto and the buildings and improvements erected or to be erected thereon (collectively, the "Property") to the provisions of Chapter 82 of the Texas Property Code, known as the Texas Uniform Condominium Act (as amended from time to time, the "Act").

Section 1.02 Defined Terms. Each capitalized term not otherwise defined in this Declaration or in the Plats and Plans shall have the meanings specified or used in the Act.

Definitions

Section 1.03 Terms Defined. As used in this Declaration, the following terms shall have the meanings set forth below:

"Access Easement." An easement as more particularly described in Section 7.06(a) of this Declaration.

"Act." The Uniform Condominium Act, Texas Property Code, Chapter 82, Section 82.001 et seq., as amended from time to time.

"Acquired Property." Shall have the meaning set for in Section 17.02 of this Declaration.

"Affiliate." Shall have the meaning of "Affiliate of declarant" as defined in Section 82.003(a)(1) of the Act.

"Allocated Interests." The undivided interests of each Owner in the Common Elements and the Common Expenses allocated to each Unit as reflected on Exhibit "C" to this Declaration, as may be reallocated in accordance with the Reallocation Percentages as required from time to time pursuant to the provisions of this Declaration.

"Amenities Easement." An easement as more particularly described in Section 7.06(b) of this Declaration.

"Amenity Center Easement and Maintenance Agreement." This Condominium Regime has entered into an amenities center easement and maintenance agreement that allows access to a pool; and a clubhouse, and an agreement for maintenance of the driveways and front gates for the benefit of the owners under this Amended Declaration and the owners of Water's Edge Condominiums as regulated and controlled by the filed agreement between Water's Edge Condominiums through the Board of Directors of the Lewisville Water's Edge Condominiums Owner's Association, Inc. that is recorded in Instrument Number 25874, Denton County Real Property Records, Denton County, Texas filed of record on February 11, 2021.

"Articles of Incorporation." The Articles of Incorporation of the Association filed with the Secretary of State of Texas, as amended from time to time.

"Assessments." Monthly Assessments, Special Assessments and Individual Assessments owing to the Association by an Owner of levied against a Unit by the Association.

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"Association." Lewisville Water's Edge II Condominiums Owners' Association, Inc., a Texas nonprofit corporation organized under the Act and the TNCA and created for the purposes and possessing the rights, powers and authority set forth in the Governing Documents.

"Board of Directors." The board of Directors of the Association named in the Articles of Incorporation and their successors as duly elected and qualified from time to time.

"Budget." A budget prepared by the Association and delivered to each Owner that includes the anticipated Common Expenses for the Property for the ensuring year and a statement setting forth each Owner's monthly share thereof.

"Building." Collectively, the buildings located on the Land in which the Units are located.

"Bylaws." The Bylaws of the Association, as amended from time to time, adopted by the Board of Directors.

"Common Elements." All portions of the Condominium, including the General Common Elements and Limited Common elements, but excluding the Units.

"Common Elements Easement." An easement as more particularly described in Section 7.06(c) of this Declaration.

"Common Expenses." Expenses for which the Association is responsible, including those related to: (a) maintenance and repair of the applicable Common Elements; (b) casualty, public liability and other insurance coverages required or permitted to be maintained by the Association under the Governing Documents; (c) Governmental Impositions levied and assessed against the Common Elements; (d) utilities relating to the applicable Common Elements; (e) professional services, such as management, accounting and legal services; and (f) such other costs and expenses as may be reasonably related to the proper maintenance, care, operation and management of the Common Elements and the administration of the Association.

"Condominium." The form of real property established by this Amended Declaration with respect to the Property located in the County, in which portions of the Property are designated for individual ownership or occupancy and the remainder of the Property is designated for common ownership or occupancy solely by the Owners of such portions, containing a maximum of 44 Units. Each building shall contain either four or three distinct units to be built in separate phases until such time as 44 Units are built out. The phases are described in detail in the Supplements to the First Amended Declaration of Lewisville Water's Edge II Condominiums.

"Condominium Records." The records and books maintained by the county clerk in the County where condominium declarations and condominium plats and plans are filed in accordance with Section 82.051(d) of the Act.

"Construction Dispute." Any claim, grievance or other dispute involving Declarant or any Affiliate, including any construction company which is an Affiliate, and arising out of or

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relating to the construction or design of the Property, including the interpretation or enforcement of any warranty.

"County." Denton County, Texas.

"Declarant." MMM Holdings, LP, A Texas Limited Partnership, by and through its General Partner, MMM Ventures, LLC, A Texas Limited Liability Company, whose address for notice is 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234 was the original Declarant, and now, the successor Declarant is MMNS Homes, LLC, whose address for notice is 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234 (who is the "Declarant") and any successor or assignee of Declarant having the rights, powers, authority and obligations described in this Declaration evidenced by a written instrument filed for record in the Condominium Records assigning the rights, powers, authority and obligations of Declarant hereunder. The effective date of declarant transfer was April 28, 2023.

"Declarant Control." The period commencing on the date of this Declaration and continuing until the date which is 120 days after the date that deeds to not less than 75% of the Units have been recorded in the Real Property Records.

"Declarant's Mortgagee." Any Person that is the holder of any bona fide indebtedness which is the result of an arm's length negotiation that is secured by a first lien or encumbrance upon any portion of the Condominium owned by Declarant that has not been released.

"Declaration." The Second Amended Declaration for Water's Edge II Condominiums shall be recorded in the Condominium Records.

"Designee." A Person acting at the request of another Person, including contractors, subcontractors, employees, agents, representatives and licensees.

"Development Rights." A right or combination of rights: (a) to create, relocate or properly designate Units or Common Elements within the Condominium and to make and record corrections to the Map to conform the Map to the actual location of the Units and/or the proper designation of the elements of the Condominium as Units or Common Elements; (b) to convert Units into Common Elements or convert Common elements into Units; (c) to withdraw or add real property from or to the Condominium; or (d) to subdivide Units within the Condominium.

"Director." A member of the Board of Directors.

"Dispute." Any claim, grievance or other dispute arising out of or relating to: (a) the interpretation, application or enforcement of the Governing Documents; (b) any conflict or dispute arising between or among two or more Owners; (c) the proper party to bear a maintenance cost or expense or capital expenditure of the proper amount of the expense, fee or Assessment to be charged or collected; (d) the rights, obligations and duties of any Owner under the Governing Documents; (e) the authority of the Association or Declarant under any Legal Requirement or under the Governing Documents to: (i) require any Owner to take any action or not to take any action involving such Owner's Unit; or (ii) alter, subtract from or add to the

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Common Elements or the Condominium; or (f) the failure of the Association, in accordance with Legal Requirements and the Governing Documents to: (w) properly conduct elections, (x) give adequate notice of meetings or actions; (y) properly conduct meetings; or (z) allow inspection of books or records. The following shall not be considered "Disputes" unless all parties shall otherwise agree to submit the matter to the dispute resolution provisions of Article XXI of this Declaration: (1) any suit by the Association to obtain a temporary restraining order and such ancillary relief as the court may deem necessary to maintain the status quo and preserve the Association's ability to enforce the provision of the Governing Documents; (2) any suit between Owners that does not include Declarant, the Association if such suit asserts a dispute that would constitute a cause of action independent of any of the Governing Documents; (3) any disagreement that primarily involves title to any Unit or the Common Elements; or (4) any suit in which the applicable statute of limitations would expire within 180 days of the giving of notice as provided in Article XXI of this Declaration unless the Persons against whom the Dispute is made agree to toll the statute of limitations for a period of time necessary to comply with Article XXI of this Declaration.

"Easements. Collectively, those Easements described in Section 7.06 and Section 7.07 of this Declaration.

"General Common Elements." All portions of the Common Elements that are not Limited Common Elements.

"Governing Documents." Individually and collectively, the Act, Articles of Incorporation, Bylaws, this Declaration, Regulations, and the Restrictive Covenants.

"Governmental Authority." Any and all applicable courts, boards, agencies, commissions, offices or authorities of any nature whatsoever for any governmental entity (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

"Governmental Impositions." All real estate and personal property taxes, charges, assessments, standby fees, excises and levies and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or after the execution hereof, may be assessed, levied or imposed upon the Condominium or any Unit therein by any Governmental Authority.

"Improvements." The Building and its infrastructure, and the pavement, fencing, landscaping, facilities, Systems and man-made objects of every type, existing or in the future placed on the Land, including all cable television, cellular phone, internet and other utility or communication installations or equipment.

"Individual Assessments." The assessments levied by the Association against one or more Owners pursuant to Section 16.02 of this Declaration.

"Insurance Trustee." The Association acting in the capacity of a trustee in accordance with the provisions of Section 15.05 of this Declaration to receive, hold and disburse Insurance

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Proceeds under any property insurance policies required to be obtained by the Association in this Declaration.

"Land." That certain real property located in the County and more particularly described in Exhibit "A" attached to this Second Amended Declaration, together with all and singular the rights and appurtenances pertaining thereto, including any additional real property that becomes part of the Property, but excluding, to the extent appurtenant, the Easements, as shown in Lot 2 containing 5.191 acres of land more or less on Exhibit "A".

"Legal Requirements." The Restrictive Covenants and any other matters of record any and all then-current judicial decision, statutes, rulings, rules, regulations, permits, certificates or ordinances of any Governmental Authority in any way applicable to any Owner's use and enjoyment of the Condominium, any Unit or the Property, including zoning ordinances, subdivision and building codes, flood disaster laws and appliable architectural barrier, health and environmental laws and regulations.

"Limited Common Elements." Those portions of the Common Elements that are allocated by this Declaration and the Map for the exclusive use of less than all of the Units, including certain Parking Spaces.

"Maintenance Standard." Good repair, and in an attractive and clean condition, including the operation, upkeep, repair and restoration, ordinary wear and tear excepted, to the extent necessary to maintain the Condominium or Unit, as applicable, in a condition reasonably suitable for its intended purpose and shall include; (a) regular and timely removal of litter, trash and waste; (b) maintenance of the Systems; (c) keeping walks, driveways, ramps, stairwells and all other facilities clean and in good repair including maintain surface areas in a smooth condition by repatching holes and resurfacing from time to time; and (d) repainting stripes (indicating Parking Spaces and/or traffic lanes, as necessary from time to time.

"Manager." Any professional manager or management company with whom the Association contracts for the day-to-day management of either or both of the Property or the administration of the Association and the Condominium.

"Map." The plat and plans described in Exhibit "B" attached to this Second Amended Declaration and made a part of this Second Amended Declaration, including a survey plat of the Property and dimensional drawings that horizontally and vertically identify and describe the Units, the Common Elements.

"Monthly Assessment." Assessments established and collected by the Association pursuant to Article XVI of this Declaration for payment of the Common Expenses when due.

"Mortgagee." Any Person, including Declarant's Mortgagee, that is the holder, insurer or guarantor of any bona fide indebtedness which is the result of an arm's length negotiation, that is secured by a first lien or encumbrance upon the Property and/or a Unit and which has provided the Association with written notice of is name, address and description of the Unit encumbered thereby.

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"Owner." Any Person (including Declarant) owning fee title to a Unit, but excluding any Person having an interest in a Unity solely as security for an obligation.

"Parking Spaces." Those parking spaces used exclusively for the parking of automobiles by Owners, Tenants and their guests, certain of which are designated as a Limited Common Element appurtenant to the applicable Unit and certain of which constitute General Common Elements, as more particularly described in Section 7.03 of this Declaration.

"Past Due Rate." The maximum lawful rate of interest under Texas law or, if no maximum lawful rate exists, the rate of 18% per annum.

"Person." Any individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other legal entity, including any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

"Priority Lien Indebtedness." Any bona fide indebtedness, which is the result of an arm's length negotiation, that is secured by a first lien or encumbrance upon the Property and/or a Unit and which shall also include subordinate financing in connection with a purchase or refinancing of a Unit or home equity loan or reverse mortgage loan secured by a Unit, and such other indebtedness as is approved by the Association on a case by case basis as Priority Lien Indebtedness.

"Property." The Units and the Common Elements.

"Real Property Records." The records of the office of the county clerk of the County where instruments concerning real property are recorded.

"Reallocation Percentage." The percentage of the undivided interest of each Owner in the Common Elements as set forth on a supplemental Declaration (if applicable), determined by dividing (a) the square footage of a Unity by (b) the combined total square footage of all Units, which measurement of the square feet within each Unit shall be done in the same manner as the measurement used to establish the initial Allocated Interests set forth on Exhibit "C" to this Declaration.

"Regulations." The rules and regulations of the Association initially adopted by the Board of Directors and as amended from time to time, relating to the appearance, use and occupancy of the Units and certain construction on the Property.

"Rents." Any and all rental or other income received by an Owner in connection with the leasing of such Owner's Unit or the granting or licensing of a right to use all or any portion of such Unit.

"Restrictive Covenants." Collectively, all items filed of record in the Real Property Records affecting title to the Land as of the date hereof.

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"Roof Easement." An easement as more particularly described in Section 7.06(d) of this Declaration.

"Roof Easement Area." The roofs of the Building.

"Special assessments." Assessments established and collected from time to time by the Association pursuant to Section 16.01(c) of this Declaration, when due.

"Special Declarant Rights." Rights reserved for the benefit of Declarant to: (a) complete the Improvements shown on the Map; (b) exercise any Development Right; (c) maintain the sales, management and leasing offices and models described in Section 7.05 of this Declaration and use signs advertising the Units or the Condominium; (d) use any Easement for the purpose of making improvements within the Condominium; and (f) appoint or remove any officer or board member of the Association during the period of Declarant Control.

"Structure." All foundations, footings, columns, flat slabs, sheer walls, girders, support beams, post tension cables or rods and including any and all other structural components that support, uphold or are a part of the Building or other Improvements.

"Support Easement." An easement as more particularly described in Section 7.06(e) of this Declaration.

"Systems." All fixtures, utilities, equipment, pipes, lines, wires, computer cables, conduits, circuits, junction boxes, hangers, pull boxes, terminal points, electronic devices, air compressors, air handlers, chillers and other systems used in the production, hearting, cooling and/or transmission of air, water, gas, electricity, communications, waste water, sewage, audio and video signals and other utility services, including the main switch gear conduits, plumbing chases and mechanical shafts on the Property.

"Systems Easement." An easement as more particularly described in Section 7.06(f) of this Declaration.

"Taking." The taking or threat of taking of all or a portion of the Property for any public or quasi-public use, by eminent domain proceedings or otherwise, by a Governmental Authority or by an action in the nature of eminent domain (whether permanent or temporary) or the sale or other transfer of the Property in lieu thereof.

"Tenant." Any Person having the right to occupy a Unit pursuant to a lease granted by an Owner.

"TNCA." The Texas Nonprofit Corporation Act, as amended from time to time.

"Unit." A physical portion of the Condominium that is designated for separate ownership or occupancy (the boundaries of which are depicted on the Map), which is contained within the perimeter walls, floor, ceiling, windows, and doors of a Unit depicted on the map, and includes (a) the finish materials, fixtures and appliances contained in the Unit; (b) all Systems which exclusively serve such Unit, but excludes (I) Systems which serve more than one Unit,

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and (ii) any portion of the Structure, all as subject to and further described in Section 82.052 of the Act; and (c) any balcony or patio appurtenant to a Unit, or shown on the Map.

"Utility Easement." An easement as more particularly described in Section 7.06(g) of this Declaration.

ARTICLE II NAMES: DESCRIPTION OF REAL ESTATE

Section 2.01 Names.

(a) Condominium. The name of the Condominium is the Lewisville Waters' Edge II Condominiums.

(b) Association. The name of the Association is the Lewisville Water's Edge II Condominiums Owners' Association, Inc., A Texas Non-Profit Corporation.

Section 2.02 Real Estate. The Condominium is located in Denton County, Texas. The real property of the Condominium is described in Exhibit "A".

ARTICLE III THE ASSOCIATION

Section 3.01 Authority. The business affairs of the Condominium shall be managed by the Association, acting through its Board of Directors. The Association shall be governed by its Bylaws, as amended from time to time.

Section 3.02 Powers.

(a) The Association shall have all the powers, authority and duties permitted pursuant to the Act necessary and proper to manage the business and affairs of the Condominium.

(b) The Association may assign its future income, including its rights to receive Common Expense Assessments (hereinafter defined), only by the affirmative vote of Unit Owners of Units to which at least 67 percent of the votes in the Association are allocated, at a meeting for that purpose.

Section 3.03 Declarant Control. The Declarant shall have all the powers reserved in Section 82.103(c) of the Act to appoint and remove officers and members of the Board of Directors.

Section 3.04. Management Agreement. The Association shall be authorized to negotiate and enter into a written management agreement (the "Management Agreement") with a manager (the "Manager") for the management of the Property and/or the administration of the Association and the Condominium. It is understood and agreed by each Owner, by its acceptance of a deed to a Unit, that the rights, benefits and services provided or to be provided under the Management

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Agreement, if any, are not permanent or vested in any manner. All such rights, benefits and services will be subject to the terms of the Management Agreement and any rules and regulations imposed thereunder.

Section 3.05 General. The Association has been incorporated as a nonprofit corporation under the TNCA. In addition to the power conferred on the Association under the TNCA, the Association may take all actions authorized by the Governing Documents. Any and all actions taken by the Association pursuant to the Governing Documents are binding on all Owners. This Declaration is not intentioned to place any limitations or restrictions on the power of the Association or the Board of Directors, except as set forth in this Declaration or the Governing Documents.

Section 3.06 Allocation of Votes in the Association. Each Owner shall automatically be a member of the Association. Each member shall be entitled to cast one vote with respect to any matter on which members of the Association are entitled to vote. If a unit has more than one owner; then that Unit shall be allowed one vote between all of the respective owners of that Unit to be cast with respect to any matter on which members of the Association are entitled to vote.

Section 3.07 Suspended Voting Rights. Except in regard to Declarant's Mortgagee, all voting rights of an Owner may be suspended during any period that such Owner is delinquent in the payment of any Assessment duly established pursuant to this Declaration or is otherwise in default under the terms of the Governing Documents. Following an Owner's cure of any such delinquency or default in full, its voting rights shall be completely reinstated 24 hours after such cure is effective.

Section 3.08 Right of Action by Owners, Limitation of Liability of Officers and Directors of Association. Owners, acting collectively or individually, shall have the right to maintain actions against the Association for its willful failure to perform its duties and responsibilities hereunder; provided, however, except as otherwise provided by the Governing Documents, no other action shall be brought against the Association or its affiliates, parents, subsidiaries, officers, directors, agents, employees, predecessors, successors, contractors, consultants, insurers, sureties and assigns by the Owners. The Association shall not have the power to institute, defend, intervene in, settle or compromise litigation or administrative proceedings in the name of any Owner. Subject to the Association's obligations under this Second Amended Declaration, and except as otherwise provided by the Governing Documents, each Owner hereby releases, acquits and forever discharges the Association, and its affiliates, parents, members subsidiaries, officers, directors, agents, employees, predecessors, successors, contractors, consultants, insurers, sureties and assigns and agrees to hold such Person harmless of and from any and all claims, damages, liabilities, costs and/or expenses (including reasonable attorney's fees) relating to the construction of, repair or restoration of, or the sale to the Owners of the Units or the Common Elements. This release shall release and forever discharge the Association and its affiliates, parents, members, subsidiaries, officers, directors, agents,

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employees, predecessors, successors, contractors, consultants, insurers, sureties and assigns from all claims and causes of action, whether statutory or under the common law, known or unknown, now accrued, or that arise in the future.

Section 3.09 Limitation of Liability of Officers and Directors of the Association.

NO OFFICER OR DIRECTOR OF THE ASSOCIATION SHALL BE LIABLE TO ANY OWNER OF ANY UNIT OR ANY TENANT, FOR ANY CLAIMS, ACTIONS, DEMANDS, COSTS, EXPENSES (INCLUDING ATTORNEY'S FEES), DAMAGES OR LIABILITY, OF ANY KIND OR NATURE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE GOVERNING DOCUMENTS, AND SUCH OFFICERS AND DIRECTORS SHALL BE INDEMNIFIED IN ACCORDANCE WITH THE PROVISIONS OF THE GOVERNING DOCUMENTS.

ARTICLE IV UNITS

Section 4.01. Number of Units. The initial number of Units in the Condominium is forty-four (44). The Declarant reserves the right to create additional Units, up to a maximum of forty-four (44) total Units. The phases are described in those recorded Supplements to the First Amended Declarations of Lewisville Water's Edge II Condominiums.

Section 4.02. Creation of Units, Map.

(a) Division of Property. The Property is hereby divided into fee simple estates composed of separately designated Units and each Unit's undivided interest in and to the Common Elements. Each Unit, together with its undivided interest in the Common Elements, is for all purposes a separate parcel of and estate in real property. The separate parcels of and estates in real property designated hereby shall be created on the date of filing of this Declaration in the Condominium Records and shall continue until this Declaration is revoked or terminated in the manner provided in this Declaration.

(b) Map. The Map sets forth the following: (i) a general description and diagrammatic plan of the Condominium; (ii) the location and dimension of all real property subject to the Development Rights; (iii) all major Improvements, including each Unit, showing its location within the Building, the floor(s) and the number of each Unit and the Limited Common Elements appurtenant to each Unit (including certain Parking Spaces); and (iv) such other information as is desirable or required pursuant to the Act, including a certification as to compliance with the Act. The measurements set forth on the Map as to each Unit are approximate values taken from the plans and specifications for the Property and may not be precisely accurate as to any Unit due to variances in construction and interior floor plans. NEITHER THE DECLARANT NOR ANY OWNER SHALL BE LIABLE TO ANY OTHER OWNER AS A RESULT OF ANY DISCREPANCIES IN ACTUAL MEASUREMENTS FROM THOSE SET FORTH ON THE MAP OR IN ANY CONDOMINIUM PURCHASE CONTRACT TO WHICH DECLARARNT OR ANY OWNER IS OR WAS A PARTY, AND

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EACH OWNER, BY ACCEPTING A DEED TO A UNIT, WAIVES ANY SUCH CLAIM OR CAUSE OF ACTION. Upon completion of the construction of the Improvements contemplated by Declarant, if deemed necessary by Declarant, Declarant, without the joinder of any Owner) shall file a supplemental Declaration amending the map to reflect the actual measurements for each Unit, any other appropriate changes, and amending Appendix 2 attached to this Declaration to reflect the Allocated Interests based upon completion of construction.

Section 4.03. Allocation of Interests in Common Elements.

(a) Except for as provided below, the initial Allocated Interests have been determined by dividing the square footage of each Unit by the square feet of all Units and are shown opposite the Unit numbers in Exhibit "C" attached to this Declaration.

Section 4.04 Inseparability of Units; No Partition.

Each Unit shall be inseparable and shall be acquired, owned, conveyed, transferred, leased and encumbered only as an entirety. In no event shall a Unit be subject to Physical partition and no Owner shall bring or be entitled to maintain an action for the Partition or division of a Unit or the Common Elements. Any purported conveyance, judicial sale or other voluntary or involuntary transfer of an undivided interest in the Common elements without the Unit to which such Common Elements are allocated is void ab initio.

Section 4.05 Permissible Relationships; Description.

(a) Ownership of Units. A Unit may be acquired and held by more than one Person in any form of ownership recognized by the Legal Requirements.

(b) Description of Units. Any contract or other instrument relating to the acquisition, ownership, conveyance, transfer, lease or encumbrance of a Unit shall legally describe such Unit as follows: "Unit ____ of Water's Edge Condominiums, located in Denton County, Texas," with further reference to the recording data for this Declaration (including the Map and any amendments to the Declaration in the Condominium Records). Every such description shall be good and sufficient for all purposes to acquire, own, convey, transfer, lease, encumber or otherwise deal with such Unit, and any such description shall be construed to include all incidents of ownership relating to a Unit.

Section 4.06 Mortgage of Unit. An Owner shall be entitled from time to time to mortgage or encumber its Unit by creating a lien or liens covering such Unit under the provisions of a mortgage or deed of trust, but any lien created thereby shall be subject to the terms and provisions of this Declaration and any Mortgagee or other lienholder which acquires a Unit through judicial foreclosure, public sale or any other means shall be subject to the terms and provisions of this Declaration. An Owner that mortgages its Unit shall notify the Association, giving the name and address of said Owner's mortgagee, and the Association shall maintain such information.

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Section 4.07. Unit Boundaries. The boundaries of each Unit are located as shown on the Plats and Plans and consist of the interior Walls, Floors, and Ceilings of a Unit. Any balcony or patio appurtenant to a Unit, as shown on the Plats and Plans, shall be a part of that Unit. It is expressly agreed, and each and every purchaser of a Unit, his heirs, executors, administrators, assigns, successors and grantees hereby agree, that the square footage, size and dimensions of each Unit and any Limited Common Elements appurtenant thereto, as set out and shown on the Plats and Plans, are approximate and are shown for descriptive purposes only, and that the Declarant does not warrant, represent or guarantee that any Unit or any Limited Common Element actually contains the area, square footage or dimensions shown on the Plats and Plans. Each purchaser and Owner of a Unit or interest therein has had full opportunity (or will have had prior to closing on the purchase thereof) and is under a duty to inspect and examine the Unit and any appurtenant Limited Common Element purchased by him prior to his purchase thereof and agrees that the Unit, together with any Limited Common Element, is purchased as actually and physically existing. Each purchaser of a Unit hereby expressly waives any claim or demand which he may have against the Declarant or any other person whomsoever, on account of any difference, shortage or discrepancy between the Unit and any appurtenant Limited Common Element as actually and physically existing and as they are shown on the Plats and Plans. It is specifically agreed that in interpreting deeds, mortgages, deeds of trust and other instruments for any purpose whatsoever or in connection with any matter, the existing physical boundaries of the Unit or of any Unit reconstructed in substantial accordance with the original plans thereof shall be conclusively presumed to be boundaries, regardless of settling, rising or lateral movement of the Building and regardless of variances between the boundaries shown on the Plats and Plans and those of the Building. Further, the Declarant reserves the right for a period of one hundred twenty (120) days after the sale and conveyance of the last Unit by the Declarant to a third-party purchaser to amend this Declaration and the Plats and Plans to correct any such discrepancies.

ARTICLE V LIMITED COMMON ELEMENTS

Section 5.01. Limited Common Elements. A "Limited Common Element" means an undivided portion of the Common Elements, designated in this Declaration, or on the Plats and Plans, or by the Act, for the exclusive use of one or more but fewer than all of the Units.

Section 5.02. Allocation of Reserved Limited Common Elements.

(a) Portions of the Common Elements are marked on the Plats and Plans as "Common Elements which may be allocated as Limited Common Elements." These portions of the Common Elements include, without limitation, vehicle parking areas, portions of the buildings which may be used for storage purposes, and others.

(b) The Declarant reserves the right to designate and assign specified areas which constitute a part of these Common Elements as Limited Common Elements for the exclusive use of

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the Owners of Units to which these specified areas shall become appurtenant. The Declarant may assign such Common Elements as Limited Common Element areas pursuant to the provisions of Section 82.058 of the Act: (i) by making such an allocation in a recorded instrument; (ii) in the deed to the Unit to which such Limited Common Element storage area shall be appurtenant; or (iii) by recording an appropriate amendment to this Declaration. Such designations and assignments by the Declarant may be to Units owned by the Declarant. Included in such reservation shall be the Declarant's right to designate from time to time any parking space as a Limited Common Element for the exclusive use of the Owner of the Unit so designated. Any parking spaces not specifically designated by the Declarant for the exclusive use of an Owner of a Unit as of the one hundred twentieth (120th) day after the sale and conveyance of the last Unit by the Declarant to a third party purchaser shall thereafter be under the exclusive control and administration of the Association. The Association may thereafter lease or assign such parking spaces to any Owner or may use such parking spaces in a manner determined by the Board of Directors. All rental payments or other income received by the Association from the leasing or other use of any parking spaces shall be used to pay Common Expense Assessments.

Section 5.03. Allocation of Specified Common Elements. The Board of Directors may designate parts of the Common Elements from time to time for use by less than all of the Unit Owners or by non-owners for specified periods of time or by only those persons paying fees or satisfying other reasonable conditions for use as may be established by the Board of Directors. Any such designation by the Board of Directors shall not be a sale or disposition of such portions of the Common Elements.

ARTICLE VI ALLOCATED INTERESTS

Section 6.01. Allocated Interests. The undivided interest in the Common Elements, the Common Expense liability and votes in the Association allocated to each Unit are set forth in Exhibit B.

Section 6.02. Determination of Allocated Interests. The interests allocated to each Unit have been, and for any additional Unit will be, calculated as follows:

(i) the undivided interest in Common Elements, on the basis of proportionate floor area of the Units;

(ii) the percentage of liability for Common Expenses, on the basis of proportionate floor area of the Units except as otherwise specifically provided herein; and

(iii) the number of votes in the Association, on the basis of proportionate floor area of the Units.

[Note: 6.01 cites Exhibit B (the Map) while 1.03/4.03 cite Exhibit "C"; 6.02(iii) allocates votes by floor area while 3.06 gives one vote per Unit.]

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ARTICLE VII RESTRICTIONS ON USE ALIENATION PARTITION AND OCCUPANCY

Section 7.01 Permitted Use. Except as otherwise provided in the Governing Documents, no Unit shall be used or occupied for other than residential purposes. Each Unit shall also be subject to limitations on use, occupancy, architectural standards and such other matters as are set forth in the Governing Documents.

Section 7.02 Leases. Units may be leased; however, except for those Units owned by Declarant: (a) each lease shall be for a term of at least one year; (b) such lease shall be in writing, shall state that it is subject in all respects to the provisions of the Governing Documents and shall provide that any failure by the Tenant thereunder to comply with the terms and provisions of Governing Documents shall constitute ad default under such lease; (c) each lease shall be subject to leasing restrictions set forth by the Association in the Governing Documents; (d) an executed copy of each lease shall be submitted to the Association promptly following execution; and all leases shall be on forms approved by the Association.

Section 7.03 Parking Spaces. All Parking Spaces shall be subject to the procedures and regulations adopted for the same from time to time by Association as described in the Regulations, and the Development Rights as described in Section 7.05(b) of this Declaration.

Section 7.04 Compliance with Governing Documents. Each Owner, by accepting a deed conveying title to a Unit and any Tenant, by execution of a lease or by occupancy of a Unit, shall automatically be deemed to have agreed to strictly comply with the provisions of the Governing Documents and all Legal Requirements. A failure or refusal of an Owner or Tenant to so comply with any such provisions, after written notice, shall constitute a Dispute (to the extent so included within the definition of "Dispute" set forth in Section 1.03 of this Declaration), that shall be resolved in accordance with Article XXI of this Declaration. In addition, an Owner's voting rights in the Association may by written notice be suspended by the Association during the period of such noncompliance.

Section 7.05 Rights of Declarant. In accordance with, and only if permitted by the Act, Declarant reserves the following rights:

(a) the Development Rights and the Special Declarant Rights, at all times while Declarant or any Affiliate owns any Unit or any other real property interest in the Condominium. Declarant will not assign the Development Rights or the Special Declarant Rights without obtaining prior written consent to such assignment by Declarant's Mortgagee.

(b) the right (but not the obligation), by a supplemental Declaration, to supplement or modify any Unit by (i) adding facilities; (ii) deleting facilities; (iii) designating additional portions of the Condominium as part of any Unit; (iv) combining Units; (v) changing the configuration or location of any Building with the consent of all Owners of Units therein

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provided that Declarant, or its Affiliates, owns all Units within such Building; or (vi) converting Common Elements to Units or Units to Common Elements; provided, however, Declarant may not add or delete facilities from any Unit or combine Units, unless Declarant or an Affiliate is the owner of such Unit or Units. No such addition or deletion to any such Unit or combination of Units shall affect the interest in the Common elements, the share of Common Expenses or the voting rights appurtenant to the Units. Any Units which are combined shall be treated for all such purposes as separate Units. Declarant may separate any Units it has combined, at its sole expense, into separate and distinct Units as originally set forth in the survey and the Map. Nothing in this Declaration, however, shall obligate Declarant to add to the Condominium or otherwise take any of the actions to which Declarant is entitled pursuant to this Section 7.05(b);

(c) the right to maintain a model unit and a sale, leasing and/or management office within any Unit or on the Common Elements in connection with the sale, leasing and/or management of Units, in such location as determined by Declarant. No such model unit or office shall be larger than 1,800 square feet and Declarant shall have the right to relocate such model unit and/or office from time to time. Declarant shall have the right to authorize placement, upon the Common Elements, of signs designating any such model unit and/or sales, leasing and/or management office and advertising the sale or leasing of the Units. Such signs may be placed in such locations and shall be of such size and character as Declarant may determine;

(d) the right to include, in any instrument initially conveying a Unit, such additional reservations, exceptions and exclusions as it may deem consistent with and in the best interests of the Owners and the Association;

(e) the right, without the vote or consent of the Association or any other Owner, to: (i) make alterations, additions or improvements in, to and upon any Units owned by Declarant or its Affiliates, whether structural or non-structural; and (ii) change the floor plan and layout of any Unit owned by Declarant or its Affiliates. However, in no event shall any such alteration, improvement or change interfere with any structural support of any Unit or the Common Elements. All work done in accordance with the provisions of this Section 7.05(e) shall be done in compliance with the Governing Documents and all applicable Legal Requirements; and

(f) for as long as Declarant or its Designees remain liable under any warranty, whether statutory, express or implied, for any act or omission of Declarant or its Designees in the development, construction, sale and marketing of any portion of the Condominium, the right, for itself and its Designees, in Declarant's sole discretion and from time to time, to enter the Common Elements and the Units for the purpose of making necessary inspections, tests, repairs, improvements or replacements required for Declarant or its Designees to fulfill any of its warranty obligations, provided that no such entry into a Unit shall unreasonably interfere with the use of such Unit by its Owner. Failure of the Association or any Owner to provide such access may result in the appropriate warranty being nullified and of no further force or effect. Nothing in this Section 7.05(f) shall be deemed or construed as Declarant making or offering any warranty, all of which are disclaimed.

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In addition to all other rights granted or reserved to Declarant in the Governing Documents, in order that the Development of the Condominium may be undertaken and established as a fully operating development, Declarant shall have the following rights, and the Owners and the Association shall refrain from interfering with Declarant's activities in such regard: (i) Declarant and its Designees shall have the right to conduct any activity or operations on or in connection with the Condominium that Declarant determines to be necessary or advisable in connection with the completion of the development of the Condominium, including the right to alter its construction plans and designs as Declarant deems advisable in the course of development or enlargement of any Improvements; (ii) Declarant and its Designees shall have the right to erect, construct and maintain on any of the Property owned by Declarant or its Affiliates, such structures as may be reasonably necessary for the conduct of its or their business of completing said development and establishing the Condominium as a community and disposing of the same by sale, lease or otherwise; (iii) Declarant and its Designees shall have the right to conduct on the Property its business of developing, subdividing, grading and constructing Improvements in the Condominium and of disposing of the Units thereon by sale, lease or otherwise; (iv) Declarant shall have the right to determine in its sole discretion the nature of and the types of Improvements to be constructed as part of the Condominium; (v) Declarant shall have the right to file any amendments or any supplemental Declarations to this Declaration; (vi) Declarant and its Designees shall have the right to modify, change, re-configure, remove and otherwise alter any Improvements located on the Common Elements, except as prohibited or limited elsewhere by the Governing Documents; and (vii) Declarant and its Designees shall have the right to enter upon the Property and operate thereon such vehicles and equipment as shall be necessary in the sole discretion of Declarant or its Designees for such purposes. In general, Declarant shall be exempt from all restrictions set forth in this Declaration to the extent such restrictions interfere in any manner with Declarant's plans for construction, development, use, sale, lease or other disposition of all or any portion of the Property.

Development Rights may be exercised as to different portions of the Property at different times. Declarant provides no assurance whether any Development Right will be exercised, the portions of the Property as to which Development Rights may be exercised or as to the order of exercise of any Development Rights. There exercise of any Development Right in any portion of the Property does not obligate Declarant to exercise that Development Right in any other portion of the Property.

Section 7.06 Easements. Each Owner accepts a deed conveying title to a Unit subject to the Easements granted and reserved, as applicable, in Section 7.06 which Easements (and all related rights and obligations related to such Easements arising on or after the date of any transfer) shall run with the Condominium.

(a) Access Easement. Declarant hereby grants and reserves a perpetual, assignable and non-exclusive Access Easement over, on and across each Unity as may reasonably be necessary for its own benefit and for the benefit of each Owner and the Association, and its agents, employees and representatives as applicable, as may be reasonably necessary for: (i) the

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maintenance, repair or replacement of any of the Common Elements thereon or accessible therefrom; (ii) the use of a Unit and the Common Elements appurtenant to its Unity by its Owner, provided no other reasonable means of access exists; (iii) the exercise by Declarant of the Special Declarant Rights or the performance of any obligations of Declarant under the Governing Documents; (iv) the making of emergency repairs therein necessary to prevent damage to the Common Elements or to any Unit; (v) the evacuation of all or any part of the Property in the event of any emergency; and (vi) such other reasonable purposes as are deemed by the Association to be necessary for the performance of the obligations of the Association as described herein and in the Bylaws.

The Association, its agents, employees and representatives, may enter a Unit to the extent reasonably necessary in case of an emergency originating in or threatening the Unit or any other Unit whether or not the Owner or Tenant of such Unit is present at the time. The Person making such entry shall take reasonable precautions to protect such premises and any property contained therein from damage and theft. This right of entry may be exercised by all police officers, firefighters and other emergency personnel in the performance of their respective duties. Also, the Association, its agents, employees and representatives may enter a Unit to perform installations, alterations or repairs to the mechanical, electrical or utility services which, if not performed, would affect the use of other Units or the Common Elements; provided that, if possible, requests for any entry shall be made in advance and at a time convenient to the Owner and further subject to the foregoing limitations. In case of an emergency, the right of entry is immediate and if an Owner refuses to provide entry, such Owner is liable for the cost of repairs to the Unit or the Common Elements caused by the chosen method of access under such circumstances.

(b) Amenities Easement. Declarant hereby grants and reserves the right on its behalf and on behalf of the Association to grant an Amenities Easement over, on and across the Common elements in favor of an adjacent parcel for the purpose of establishing a reciprocal amenity use agreement.

(c) Common Elements Easement. Declarant hereby grants and reserves a perpetual, assignable and non-exclusive Common Elements Easement over, on and across the Common Elements for its own benefit and for the benefit of each Unit which is an intended beneficiary of such Common Element and for the benefit of the Association for ingress and egress from each Unit and for the use of the Common Elements.

(d) Roof Easement. Declarant hereby reserves (as applicable) a perpetual and non-exclusive Roof Easement over, on and across the Roof Easement Area for its own benefit for any purpose. The portion of the Roof Easement Area used by Declarant shall be maintained by Declarant and the remaining portions of the Roof Easement Area shall be maintained by the Association in accordance with the Maintenance Standard and Section 14.01 and Section 14.02 of this Declaration.

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(e) Support Easement. Declarant hereby grants and reserves a perpetual, assignable and non-exclusive Support Easement over, on and across the Structure for its own benefit and the benefit of each Unit for support of all portions of the Improvements. The Structure shall be maintained by the Association in accordance with the Maintenance Standard and Section 14.02 of the Declaration.

(f) Systems Easement. Declarant hereby grants and reserves a perpetual, assignable and non-exclusive Systems Easement over, on and across the Systems for its own benefit and for the benefit of each Owner and the Association for the use of and the connection to any portion of the Systems intended for such Owner's for the Association's use.

(g) Utility Easement. Declarant hereby grants and reserves a perpetual, assignable and non-exclusive Utility Easement over, on and across the Common Elements for its own benefit and the benefit of utility companies supplying utility service to the Condominium for supplying utility service to any part of the Condominium. Declarant hereby reserves for Declarant, prior to the termination of Declarant Control, and grants to the Association, after the termination of Declarant Control, the right to grant easements for purpose of utilities over any and all of the Common Elements. Declarant may record an easement agreement or easement relocation agreement in the Condominium Records, specifically locating or relocating any Utility Easement subsequent to the recordation of this Declaration, and each Owner, by acceptance of the deed to a Unit, hereby grants Declarant an irrevocable power of attorney, coupled with an interest, with full power and authority to locate or relocate any Utility Easement.

(h) Miscellaneous. None of the Easements granted or reserved in this Section 7.06 shall be used in a manner which materially adversely affect the structural integrity of the Improvements. Except as otherwise provided by this Section 7.06, notwithstanding the assignability of the Easements, no Easement may be assigned to any Person that is not a Tenant of the Unit that is benefited by the respective Easement nor shall any Owner that is benefited by a Easement grant a sub-easement or a license to any area covered by any Easement. Use and availability of any facilities or areas covered by the Easements are subject to the Regulations.

Section 7.07 Encroachments. If, as a result of the original construction, reconstruction, repair, shifting, settlement or other circumstance, any portion of the Common Elements encroaches upon a Unit, a perpetual easement over, on and across such Unity for such encroachment and for the maintenance of the same is hereby granted and conveyed to the Association by each Owner at the time each Unit is conveyed to the Owner. If as a result of the original construction, reconstruction, repair, shifting, settlement or other circumstance any portion of a Unit encroaches upon the Common Elements, or upon any adjoining Unit, an irrevocable and perpetual easement for such encroachment and for the maintenance of the same over, on and across such Unit, or such portion of the Common Elements, as applicable, is hereby granted to the Owner of such Unit. Such encroachments and easements shall not be considered or determined to be encumbrances either upon the Common Elements.

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Section 7.08 Further Requirements of Use. Each Owner shall maintain such Owner's Unit in a safe, clean and sanitary condition, and shall not maintain at such Unit, nor permit such Unit or the Limited Common Elements appurtenant thereto to become, a public or private nuisance. No odors shall be permitted by an Owner to arise from his Unit, the appurtenant Limited Common Elements or any portion thereof, that are reasonably offensive or detrimental to any other Unit Owner or occupant. No commercial use of a Unit by an Owner shall be permitted.

Section 7.09 Rules. All uses and occupancy of the Units shall be in compliance with the Rules of LEWISVILLE WATER'S EDGE II CONDOMIUMS OWNERS' ASSOCIATION, INC.

ARTICLE VIII EASEMENTS AND LICENSES

Section 8.01. Recording Data. All easements and licenses to which the Condominium is presently subject are recited in Exhibit A. In addition, the Condominium may be subject to other easements or licenses granted by the Declarant pursuant to Section 12.01 of this Declaration.

ARTICLE IX AMENDMENT OF DECLARATION

Section 9.01. Permitted Methods. This declaration may be amended only in accordance with Section 82.067 of the Act.

ARTICLE X PLAT OR PLAN

Section 10.01. Plats and Plans. Project plats and unit plans (the "Plats and Plans") are attached to this Declaration as Exhibit "B".

ARTICLE XI RECONSTRUCTION AFTER LOSS

Section 11.01. Obligation to Rebuild. In the event of a casualty to the Condominium, the Association shall rebuild or repair according to Section 82.111(i) of the Act.

ARTICLE XII SPECIAL DECLARANT RIGHTS AND DEVELOPMENT RIGHTS

Section 12.01. Special Declarant Rights. The Declarant reserves the following Special Declarant Rights for the period beginning on the date hereof and ending on December 31, 2025:

(i) the right to complete or make improvements indicated on the Plats and Plans;

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(ii) the right to maintain a sales and management office in a Unit;

(iii) the right to maintain signs on the Condominium to advertise the Condominium;

(iv) the right to use, and to permit others to use, easements over, under and across any and all of the Common Elements as may be reasonably necessary for the purpose of discharging the Declarant's obligations under the Act and this Declaration;

(v) the right to establish, vacate, relocate and use the easements as set forth in this Declaration; provided, however, that no modification of any Easement shall have the effect of altering or destroying a Unit or a Limited Common Element unless: (A) the location of such Easement is shown on the Plats and Plans, or (B) it is otherwise consented to by the Owner of such Unit or by the Owner to whose Unit such Limited Common Element is appurtenant, as well as by the First Mortgagee (as such term is defined in Section 17.01 hereof) of any such Unit; and

(vi) the right to include, in any instrument initially conveying a Unit, such additional reservations, exceptions and exclusions as it may deem consistent with and in the best interests of the Owners and the Association.

Section 12.02. Limitations on Special Declarant Rights. Unless sooner terminated by a recorded instrument signed by the Declarant, any Special Declarant Right may be exercised by the Declarant for the period of time specified in the Act.

Section 12.03. Development Rights Reserved. The Declarant reserves development rights (the "Development Rights"), specifically, the right to construct additional Units and related improvements in multiple subsequent phases, in the areas identified in Exhibit "B" attached hereto. As used herein, the term Development Rights means a right or combination of rights to: (i) add real property to the Condominium; (ii) create Units, Common Elements or Limited Common Elements within the Condominium; (iii) subdivide Units or convert Units into Common Elements; (iv) withdraw any real property from the Condominium; and (v) exercise any other development rights permitted to be exercised by Declarant under the Act.

ARTICLE XIII INTEREST RATE

Section 13.01, Interest on Delinquent Assessments. In the event of default in the payment of any monetary obligation to the Association, an Owner shall be obligated to pay interest on the principal amount, from the due date, at a rate to be determined, from time to time, by the Board of Directors, not to exceed the maximum permitted by law.

Section. 13.02. Default Interest Rate. If the Board of Directors shall refuse or fail, from time to time, to determine a default interest rate (the "Default Interest Rate"), then the Default Interest Rate shall be the maximum lawful rate of interest under Texas law. If there is no maximum lawful

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rate of interest under Texas law, the Default Interest Rate means eighteen percent (18%) per annum.

ARTICLE XIV MAINTENANCE, REPAIR, REPLACEMENT, ALTERATIONS, INSURANCE, TAXES AND UTILITIES

Section 14.01 Maintenance.

(a) Maintenance of Units. All maintenance, repairs and replacements of, in or to any Unit, ordinary or extraordinary, foreseen or unforeseen, including maintenance, repair and replacement of interior non-structural walls, doors within or affording access to a Unit, Fixtures, outlets and floor coverings, and all Systems exclusively serving such Unit, shall be performed by the Owner in accordance with the Maintenance Standard at the sole cost and expense of such Owner. In addition, all instances of water damage within a Unit or sightings of mold within the Condominium must be reported to the Association in writing immediately.

(b) Maintenance of Common Elements. All Common Elements shall be maintained by the Association (unless provided otherwise in the Governing Documents) in accordance with the Maintenance Standard, the cost and expense of which shall constitute a Common Expense. The Association shall establish and maintain an adequate reserve fund for such purposes, to be funded by Monthly Assessments rather than by Special Assessments; provided, however, that the Association may require Special Assessments for such purposes in accordance with Section 16.01(c) of this Declaration. Nothing in this Declaration shall be deemed or construed as relieving any Owner from liability or responsibility for damage to the Common Elements caused by the negligence or misconduct of an Owner or an Owner's occupants or invitees.

(c) Limitation of Liability. THE ASSOCIATION SHALL NOT BE LIABLE: (I) FOR INJURY OR DAMAGE TO ANY PERSON OR PROPERTY CAUSED BY THE ELEMENTS OR BY AN OWNER OR THE OCCUPANT OF ANY UNIT, OR ANY OTHER PERSON, OR RESULTING FROM ANY UTILITY, RAIN, SNOW OR ICE WHICH MAY LEAK OR FLOW FROM OR OVER ANY PORTION OF THE COMMON ELEMENTS, OR FROM ANY PIPE, DRAIN, CONDUIT, APPLIANCE OR EQUIPMENT WHICH THE ASSOCIATION IS RESPONSIBLE TO MAINTAIN UNDER THIS DECLARATION; (II) TO ANY OWNER OR OCCUPANTS OF ANY UNIT FOR LOSS OR DAMAGE, BY THEFT OR OTHERWISE, OF ANY PROPERTY WHICH MAY BE STORED IN OR UPON ANY OF THE COMMON ELEMENTS; OR (III) TO ANY OWNER OR OCCUPANT OF A UNIT FOR ANY DAMAGE OR INJURY CAUSED IN WHOLE OR IN PART BY THE FAILURE OF THE ASSOCIATION TO DISCHARGE ITS RESPONSIBILITIES UNDER THIS SECTION 14.01.

Section 14.02 Failure of Owner to Maintain Unit. If any Owner fails or neglects to maintain, repair, or clean its Unit as required by Section 14.01(a) of this Declaration, or any Limited Common Element appurtenant thereto required to be maintained by such Owner

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pursuant to the Regulations, and such failure or neglect continues for ten days after such Owner's receipt of written notice of such neglect or failure from the Association, then the Association acting on its own behalf may, but shall not be obligated to, enter the Unit or applicable Limited Common Element and take appropriate steps to perform, or cause to be performed, the maintenance, repair, cleaning and replacement in the manner as required by this Declaration.

The defaulting Owner shall, upon demand, reimburse the Association for all costs and expenses incurred in exercise of its rights in this Declaration. Any such costs and expenses not paid within ten days from the defaulting Owner's receipt of demand from the Association shall bear interest at the Past Due Rate.

Section 14.03 Additions, Alterations or Improvements by Owner. Subject to the provisions in this Declaration, no Owner (other than Declarant) shall: (a) make any addition, alteration or improvement in its Unit, to the extent either visible from any other Unit, the Common Elements or the exterior of the Building, whether structural or non-structural; (b) make any addition, alteration or improvement to any Common Element; (c) change the floor plan and layout of such Owner's Unit; or (d) make any material changes to the configuration or size of any Unit, create apertures in or otherwise remove or alter any partition wall separating such Unit from any adjoining Unit or relocate the boundaries of such Unit and any adjoining Unit without the prior written approval of the Association, which approval may be withheld in the sole and absolute judgment of the Association. However, in no event shall any such alteration, improvement or change interfere with any structural support of any Unit, the Common Elements or any System serving another Unit. All work done in accordance with this Section 14.03 shall be done in compliance with the plans approved by the Association, all Legal Requirements and the Governing Documents. **THE OWNER, MAKING OR CAUSING TO BE MADE SUCH ADDITIONS, ALTERATIONS OR IMPROVEMENTS, AGREES, AND SHALL BE DEEMED TO HAVE AGREED, FOR SUCH OWNER, TO HOLD DECLARANT, THE ASSOCIATION, ALL MORTGAGEES AND ALL OTHER OWNERS HARMLESS FROM AND TO INDEMNIFY THEM FOR ANY LIABILITY OR DAMAGE TO THE PROPERTY RESULTING FROM SUCH ADDITIONS, ALTERATIONS OR IMPROVEMENTS. ANY OTHER OWNER SUBMITTING PLANS HEREUNDER, BY DISSEMINATION OF THE SAME, AND ANY OWNER, BY ACQUIRING THE TITLE TO THE SAME, AGREES NOT TO SEEK DAMAGES FROM THE ASSOCIATION ARISING OUT OF ASSOCIATION'S REVIEW OF ANY PLANS HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ASSOCIATION SHALL NOT BE RESPONSIBLE FOR REVIEWING, NOR SHALL ASSOCIATION'S REVIEW OF ANY PLANS BE DEEMED APPROVAL OF ANY PLANS FROM THE STANDPOINT OF THE STRUCTURAL SAFETY, SOUNDNESS, WORKMANSHIP, MATERIALS, USEFULNESS, SUITABILITY, HABITABILITY, MERCHANTABILITY, CONFORMITY WITH BUILDING OR OTHER CODES OR INDUSTRY STANDARDS, OR COMPLIANCE WITH THE GOVERNING DOCUMENTS AND ALL LEGAL REQUIREMENTS. FURTHER, EACH OWNER AGREES TO INDEMNIFY AND HOLD THE ASSOCIATION AND ASSOCIATION'S

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OFFICERS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES WHATSOEVER, ARISING AS A RESULT OF THE REVIEW OF ANY PLANS HEREUNDER.**

Section 14.04 Mechanic's Liens; Indemnification. No labor or services performed, or material furnished an incorporated in an Owner's Unit or any Common Element, shall be the basis for the filing of a lien against the Unit of any other Owner not expressly consenting to or requesting the same or against the Common Elements. EACH OWNER (TO THE EXTENT ARISING THROUGH SUCH OWNER) SHALL INDEMNIFY AND HOLD HARMLESS EACH OF THE OTHER OWNERS AND THE ASSOCIATION FROM AND AGAINST ALL LIABILITIES AND OBLIGATIONS ARISING FROM THE CLAIM OF ANY MECHANIC'S OR MATERIALMAN'S LIEN AGAINST THE UNIT OF SUCH OWNER, THE UNIT OF SUCH OTHER OWNERS AND/OR THE COMMON ELEMENTS. All contracts for labor, services and/or materials with respect to any of the Units shall be in compliance with the provisions hereof.

Section 14.05 Taxes.

(a) Payment of Governmental Impositions. Each Owner shall be responsible for and shall pay when due all Governmental Impositions lawfully levied or assessed with respect to its Unit, except to the extent such Governmental Impositions are being actively and diligently contested in good faith by appropriate legal proceedings, and if requested by the Association, have been bonded or reserved in an amount and manner satisfactory to the Association. Any Governmental Impositions lawfully levied or assessed with respect to the Property not separately assessed to the Owners shall constitute a Common Expense and be payable by the Association when due.

(b) Notice to Taxing Authorities. Declarant shall give written notice to the appropriate taxing authorities of the creation of the Condominium established pursuant to this Declaration. Each Owner shall promptly request and diligently pursue from the applicable taxing authority separate tax parcel status and a separate tax identification number for its Unit.

(c) Units Not Separately Assessed. If any Governmental Impositions with respect to the Property are not separately assessed to the Owners of a Unit, each Owner shall pay its respective Allocated Interest portion of such Governmental Impositions (which allocations shall be determined in the manner set forth in this Declaration) when requested by the Association (but in no event prior to 20 days or later than ten days before the date of delinquency, without any additional notice or grace period) to permit the Association to make full payment of such Governmental Impositions prior to the date on which such Governmental Impositions would become delinquent; provided that the Association shall not require any Owner to make any payment to the Association for such Governmental Impositions to the extent such amounts have already been deposited by such Owner in accordance with any escrow arrangement.

(d) Failure to Pay Governmental Impositions. The Association or any Mortgagee may pay the portion of such Governmental Impositions that any Owner has failed to pay when

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due, and the Association or such Mortgagee shall have a lien against such Unit to secure repayment thereof that may be enforced by any means available at law or in equity, including non-judicial foreclosure sale of such Unit in accordance with Texas Property Code Section 51.002 (as now written or hereafter amended); provided, however, no such lien for delinquent Governmental Impositions shall be valid until a notice of such lien is duly recorded in the Real Property Records, notwithstanding any applicable statute, law (including case law), equitable doctrine, ordinance or regulation that permits any such lien to attach absent such recordation in the Real Property Records. Each Owner, by its acquisition of such Unit, grants a power of sale in connection with such lien in favor of the Association or any Mortgagee that makes payment of the Governmental Impositions on behalf of a defaulting Owner. Any lien pursuant to this Section 14.05(d) shall have the same priority as a lien by the Association for Assessments; provided that any such lien for delinquent Governmental Impositions shall be subordinate to the lien of any Priority Lien Indebtedness encumbering the defaulting Unit, provided that such Priority Lien Indebtedness was recorded prior to the date such lien for Governmental Impositions was duly recorded (notwithstanding any applicable statute, law (including case law), equitable doctrine ordinance or regulation that permits any such lien to attach absent such recordation in the Real Property Records).

(e) This Section 14.05 shall terminate and be of no further force or effect whatsoever, upon the later of the date upon which (i) each Unit within the Condominium shall be separately assessed and billed as a separate tax parcel by the tax assessor; and (ii) all the Governmental Impositions due and owing prior to all Units being separately assessed and billed as a separate tax parcel by the tax assessor have been paid in full to the appropriate taxing authority.

Section 14.06 Utilities. Each Owner shall be responsible for and shall pay all charges for gas, electricity, water and other utilities relating to such services used or consumed at or with respect to the occupancy of its Unit, to the extent such charges are separately metered by the respective utility companies. Any utility charges not so separately metered and charges relating to such services used in connection with the use and maintenance of the Common elements, shall constitute a Common Expense and by payable by the Association.

ARTICLE XV Insurance

Section 15.01 Insurance. All insurance coverage required to be obtained pursuant to this Article XV or purchased at the election of an Owner or the Association shall:

(a) be in such form, approved by the Association and shall be issued by responsible insurance companies licensed to do business in the State of Texas and shall be rated by Best's Insurance Guide (or any successor publication of comparable standing) as "A-/VI" or better;

(b) not be brought into contribution with insurance purchased by other Owners or the Association;

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(c) waive any right to claim (i) by way of subrogation against Declarant, Tenants, the Association, the Board of Directors, any Manager, any Mortgagee, the Owners, and their respective agents and employees; and (ii) invalidity arising from the acts of the insured; and

(d) provide that insurance trust agreements shall be recognized.

Section 15.02 Insurance by Association.

(a) Commencing upon the first conveyance of any Unit to an Owner other than Declarant, the Association shall obtain and maintain as a Common Expense, all insurance coverage required by the Act. In addition, each insurance policy maintained by the Association shall provide that: (i) each Owner is named as an insured under such policies with respect to liability arising out of the Owner's ownership of an undivided interest in the Common Elements or membership in the Association; (ii) no action or omission by any Owner, unless validly exercised on behalf of the Association, will void the policy or be a condition to recovery under the policy; and (iii) such policy is primary insurance if at the time of a loss under the policy any Owner has other insurance covering the same property covered by the policy.

(b) The Association shall carry such other or additional insurance in such amounts and against such risks as the Association shall reasonably deem necessary or appropriate with respect to the Common Elements or the operation of the Association, including liability insurance for all officers, directors, trustees and employees of the Association. The premiums for all insurance coverages maintained by the Association pursuant to this Section 15.02 shall constitute a Common Expense and be payable by the Association.

Section 15.03 Insurance by Owners. An Owner shall be responsible for obtaining and maintaining at such Owner's sole cost and expense property insurance covering its Unit and all alterations, additions, betterments and improvements to its Unit and all other personal property located at its Unit or constituting a part thereof and insurance covering damage to other Units or property located therein, the cause of which originates from such Owner's Unit. Nothing in this Declaration shall be deemed or construed as prohibiting an Owner, at such Owner's sole cost and expense, from obtaining and maintain such further and supplementary insurance coverages as such Owner may deem necessary or appropriate.

Section 15.04 Other.

(a) The Association shall not be liable for failure to obtain any insurance coverage required by this Declaration or for any loss or damage resulting from such failure, if such failure is because such insurance coverage is not reasonably available.

(b) Neither the Association nor any Owner shall obtain any policy of insurance where: (i) under the terms of the carrier's charter, bylaws or policy, contributions or assessments may be made against any Owner or a Mortgagee or become a lien against the Condominium; (ii) by the terms of the carrier's charter, bylaws or policy, loss payments are contingent upon action by the carrier's board of directors, policyholders or members; or (iii) the policy included any

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limiting clauses (other than insurance conditions) which could prevent the Association, Owners or Mortgagees from collecting Insurance Proceeds.

Section 15.05 Insurance Trustee. By acceptance of a deed to a Unit, each Owner shall be deemed to have irrevocably appointed the Association as the Insurance Trustee. All property insurance policies required to be obtained by the Association as described in this Article XV shall be issued in the name of the Association as Insurance Trustee for the Condominium. Loss payable provisions shall be in favor of the Insurance Trustee as a trustee for the Association, each Owner and each Mortgagee. The Insurance Trustee shall not be liable for the payment of premiums, nor the renewal or sufficiency of policies, except those policies required to be purchased and maintained by the Association pursuant to this Article XV. The duty of the Insurance Trustee shall be to receive such proceeds as are paid and to hold the same in trust for the purposes stated in this Article XV and in Article XVIII of this Declaration, and for the benefit of each Owner, including Declarant, and each Mortgagee.

ARTICLE XVI ASSESSMENTS

Section 16.01. Monthly and Special Assessments by Association. The Association shall possess the right, power, authority and obligation to establish a regular Monthly Assessment for payment of Common Expenses and such Special Assessments as provided for in this Declaration.

(a) Common Expenses. The Association shall possess the right, power, authority and obligation to establish a regular Monthly Assessment sufficient in the judgment of the Association to pay all Common Expenses when due and to maintain an adequate reserve fund for such purposes. Such Monthly Assessments so established shall be payable by the Owners on the first day of each calendar month and shall be applied to the payment of Common Expenses for which the Association is responsible.

(b) Budget for Common Expenses. Prior to the commencement of each fiscal year of the Association, the Association shall deliver to the Owners a Budget. Such Budget shall be in sufficient detail so as to inform each Owner of the nature and extent of the Common Expenses anticipated to be incurred in the upcoming fiscal year, and shall be accompanied by a statement setting forth each Owner's monthly share thereof, which shall be determined in accordance with such Owner's Allocated Interests, and the date as of which such Monthly Assessment commences to be payable. No further communication shall be necessary to establish the amount of each Owner's obligation regarding the Monthly Assessment payable hereunder and the failure of the Association to timely deliver the Budget shall in no event excuse or relieve an Owner from the payment of the Monthly Assessments contemplated hereby, in which case, each Owner shall continue to pay to the Association an amount equal to such owner's monthly Assessment as established pursuant to the most recent Budget delivered to the Owners. If the proposed Budget for a fiscal year increases more than 30% above the Budget for the preceding fiscal year, such Budget must be approved by the affirmative vote of Owners holding not less

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than 67% of the votes of the member voting at the meeting called to consider such matter. Any Budget prepared and delivered to the Owners as contemplated in this Article XVI may be amended as and to the extent reasonably necessary, and the amount of an Owner's Monthly Assessment changed to correspond therewith.

(c) Special Assessments. In addition to the Monthly Assessments contemplated by Section 16.01(a) and Section 16.02(b) of this Declaration, the Association shall possess the right, power, authority and obligation to establish Special Assessments from time to time as may be necessary or appropriate in the judgment of the Association to pay non-recurring Common Expenses relating to the maintenance, care, alteration, improvement, replacement, operation and management of the Condominium and the administration of the Association.

Section 16.02 Individual Assessments. In addition to Monthly Assessments and Special Assessments contemplated in Section 16.01 of this Declaration, the Association shall possess the right, power and authority to establish or levy Individual Assessments in accordance with the provisions of this Declaration against individual Owners or an Owner's Unit for charges properly borne solely by one or more but less than all the Owners, such as (without limitation) charges for additional services, damages, fines or fees, or insurance deductible payments. Individual Assessments shall be the personal obligation of the Owner against whom the Individual Assessment is assessed and shall constitute a lien against the Unit in the same manner and with the same consequences as the Monthly Assessment and any duly authorized Special Assessment.

Section 16.03 Obligation to Pay Assessments. Each Owner shall be personally obligated to pay its share of all Assessments duly established pursuant to this Declaration to the Association. Unpaid Assessments due as of the date of the conveyance or transfer of a Unit shall not constitute a personal obligation of the new Owner (other than such new Owner's pro rate share of any reallocation thereof); however, the former Owner shall continue to be personally liable for such unpaid Assessment. No Owner shall be entitled to exemption from liability for the Owner's obligation to pay such Assessments by waiver of the use and enjoyment of the Common Elements, by and abandonment of its Unit or by any other action or otherwise. Any Assessment not paid within five days of the date due shall bear interest at the Past Due Rate, and shall be recoverable by the Association, together with interest as aforesaid and all costs and expenses of collection, including reasonable attorney's fees, by suit in a court of competent jurisdiction sitting in the County. It shall be the responsibility of the Association to collect any such delinquent Assessment, the existence of which shall be made known by written notice delivered to the defaulting Owner and, where requested, the Owner's Mortgagee. The Association shall give written notice of any 60-day delinquency in the payment of Assessments by an Owner to such Owner's Mortgagee to the extent the Mortgagee has requested such notices be provided.

Section 16.04 Lien to Secure Payment of Assessments. Declarant hereby reserves and assigns to the Association a lien, pursuant to the provisions of the Act, against each Unit, the Rents, if any, payable to the Owner of any Unit and Insurance Proceeds to which an Owner may be entitled, to secure the payment of all Assessments, which lien shall be and constitute a lien and encumbrance, in favor of the Association, upon such Units, the Rents, and any Insurance

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Proceeds. The liens established in this Declaration shall be prior and superior to all other liens and encumbrances subsequently created upon such Units, Rents and Insurance Proceeds, regardless of how created, evidence or perfected, other than line securing the payment of Priority Lien Indebtedness (provided such lien was recorded prior to the date on which the Assessment became delinquent) and the liens for Governmental Impositions. The liens and encumbrances created in this Declaration may be enforced by any means available at law or in equity, including a non-judicial foreclosure sale of the Unit of a defaulting Owner; such sale be conducted in the manner set forth in Texas Property Code Section 51.002 (as now written or as hereafter amended). Each Owner, by acquisition of its Unit, grants to the Association a power of sale in connection with the Association's liens. By written resolution, the Association may appoint, from time to time, an officer, agent, trustee or attorney of the Association to exercise the power of sale on behalf of the Association. The Association may bid for and purchase the Unit, as a Common Expense, at any such foreclosure sale. The foreclosure of a lien encumbering a Unit in order to satisfy the Priority Lien Indebtedness will extinguish the subordinate lien for any Assessments which became payable prior to the date of such foreclosure sale, provided that in no event shall a defaulting Owner be relieved from liability incurred for past Assessments.

Section 16.05 Commencement of Obligation to Pay Assessments. Each Owner, other than Declarant, shall be obligated to commence payment of all Assessments against its Unit on the date the Unit is converted to the Owner. If such date is other than the first day of a month, then such Owner shall be obligated to pay only a pro rata share of the Assessment against its Unit based on the number of days during such month that the Owner will hold title to its Unit. If a Tenant occupies a Unit and the Owner of that Unit becomes delinquent in the payment of any Assessment against such Unit, the Association shall have the right, upon written notice to the Tenant and Owner, to collect any rental payments due from the Tenant until the full amount of the Assessment plus any applicable late fees or fines is collected. Prior to the commencement of the obligation to pay the initial Monthly Assessment, Declarant shall pay all Common Expenses of the Condominium (excluding portions thereof allocable to reserves and less Assessments paid by other Owners); provided, however, nothing contained in this Declaration shall prevent Declarant from collecting from the purchaser of a Unit at closing any expenses, such as Governmental Impositions or insurance premiums, to the extent that Declarant prepaid such expense on behalf o f the Unit being purchased. After the commencement of the initial Monthly Assessments and prior to the end of Declarant Control, Declarant shall pay the amount by which the Common Expense of the Condominium (excluding the portion thereof allocable to reserves) exceed Monthly assessments required to be paid by Owners other than Declarant. Thereafter, Declarant shall pay Monthly Assessments the same as any other Owner. If such date is other than the first day of a month, then Declarant shall be obligated to pay only a pro rata share of the Assessments against such Unit based on the number of days remaining during such month.

Section 16.06 Redemption by Owner. The Owner of a Unit purchased by the Association at a foreclosure sale of the Association's lien for Assessments may redeem the Unit in accordance with the provisions of the Act.

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Section 16.07 Notice of Default. If an Owner defaults in its monetary obligations to the Association, the Association may notify other lienholders of the default and the Association's intent to foreclose the Association's lien. The Association shall notify any holder of a recorded lien or duly perfected mechanic's lien against a Unit which has given the Association a written request for notification of the Owner's monetary default or the Association's intent to foreclose its lien.

Section 16.08 Alternative Actions. Nothing contained in this Declaration shall prohibit the Association from taking a deed in lieu of foreclosure or from filing suit to recover a money judgment for sums that may be secured by the lien.

Section 16.09 Statement of Expenses and Access to Records. Upon request, the Association shall promptly provide any Owner, contract purchaser or Mortgagee with a written statement of all unpaid Assessments due with respect to such Unit. The Association may impose a reasonable charge for the preparation of such statement to the extent permitted by the Act. The Association shall make available during normal business hours for inspection, upon request by the Owners, Mortgagees, Tenants, prospective purchasers and any of their authorized agents, current copies of the books, records, and financial statements of the Association (including, if such is prepared, the most recent annual audited financial statement available).

ARTICLE XVII MORTGAGEE PROTECTIONS

Section 17.01. Notice To Mortgagees. All Mortgagees shall be entitled to receive the following notices in writing from the Association exercising rights affecting that Mortgagee's borrower's rights under this Declaration or affecting such Mortgagee's rights, which notices shall be sent promptly following the occurrence of the applicable event:

(a) notice of any proposed action which requires the consent of Mortgagees, which notice shall be given not less than sixty (60) days prior to the desired effective date of such action;

(b) notice of default by an Owner (the beneficial interest in which Unit is held by that Mortgagee) in the performance of such Owner's obligations or delinquency in the payment of Assessments or Governmental Impositions, which remains uncured for a period of 60 days after notice thereof;

(c) notice of any lapse, cancellation or material modification of any insurance policy or fidelity bond required to be maintained hereunder by the Association or by any Owner;

(d) notice of any damage or destruction to or Taking of any portion of the Condominium that affects either a material portion of the Property or any Unit, the beneficial interest in which is held by that Mortgagee, which notice shall be given promptly upon the Association's obtaining knowledge of such damage or destruction;

(e) notice of any proposed payment to be made by any Person on behalf of an Owner which pursuant to the terms of this Declaration may result in a lien on such Owner's Unit;

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(f) 60 days' notice prior to the Association instituting any foreclosure action on a Unit (the beneficial interest of which is held by that Mortgagee);

(g) 30 days' notice prior to the effective date of (i) any proposed material amendment to this Declaration or the Map; (ii) any termination of an agreement for professional management of the Property following any decision of the Owners to assume self-management of the Property; and (iii) any proposed termination of the Condominium; and

(h) notice of all meetings of the members of the Association.

Section 17.02 Cure Rights. Any Mortgagee shall have the right, but not the obligation, at any time prior to the termination of this Declaration, and without payment of any penalty, to do any act or thing required of such Mortgagee's borrower hereunder; and to do any act or thing which may be necessary or proper to be done in the performance and observance of the agreements, covenants and conditions of such Owner hereof. All payments so made, and all things so done and performed by any Mortgagee shall be effective to prevent a default under this Declaration as the same would have been if made, done and performed by an Owner instead of its Mortgagee. Any event of default under this Declaration which in the nature thereof cannot be remedied by a Mortgagee shall be deemed to be remedied if, within 30 days after receiving written notice from the non-defaulting party setting forth the nature of such event of default, or prior thereto, the Mortgagee shall have: (a) acquired the property owned by the defaulting party (the "Acquired Property") or commenced foreclosure or other appropriate proceedings in the nature thereof and shall thereafter diligently prosecutes any such proceedings; (b) fully cured any default in the payment of any monetary obligations owed the non-defaulting party hereunder within such 30-day period and shall thereafter continue to perform faithfully all such non-monetary obligations which do not require possession of the Acquired Property; and (c) after gaining possession of the Acquired Property following a foreclosure or deed in lieu thereof, the Mortgagee performs all future obligations of the defaulting party hereunder as and when the same are due.

Section 17.03 No Invalidity of Mortgage Lien. No violation of this Declaration by, or enforcement of this Declaration against, any party shall affect, impair, defeat or render invalid the lien of any mortgage that secures Priority Lien Indebtedness.

Section 17.04 Mortgagee Requirements. The Association agrees to cooperate reasonably with any requesting party in regard to the satisfaction of requests or requirements by a Mortgagee; provided, however, such cooperation shall be at the sole cost and expense of the requesting party, and provided, further, that no party shall be deemed obligated to accede to any request or requirement that materially and adversely affects its rights under this Declaration.

Section 17.05 Unpaid Assessments. Each Person holding a mortgage secured by any Priority Lien Indebtedness encumbering any Unit, which Person obtains title to such Unit pursuant to judicial foreclosure, or the powers provided in such mortgage, or a deed in lieu of foreclosure, shall take title to such Unit free and clear of any claims for unpaid Assessments against such Unit which accrued prior to the time such Person acquires title to such Unit, except as otherwise set forth in Article VII of this Declaration.

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Section 17.06 Books and Records. All Mortgagees, upon written request, shall have the right to (a) examine the books and records of the Association, including current copies of the Governing Documents, and financial statements, during normal business hours; (b) require the Association to submit an annual audited financial statement for the preceding fiscal year within 120 days of the end of the Association's fiscal year, if one is available or have one prepared at the expense of such requesting party if such statement is not otherwise prepared by the Association; (c) receive written notice of all meetings of the Owners; and (d) designate in writing a representative to attend all such meetings.

Section 17.07 Priority of Rights. No provision of the Declaration shall be construed or applied to give any Owner priority over any rights of any Mortgagee in the case proceeds or awards are not applied to restoration but are distributed to Owners in the case of a casualty loss or Taking of, a Unit and/or Common Element.

Section 17.08 Required Percentage. Any required percentage of Mortgagees in this Declaration shall mean and refer to such percentage of the face amount of the indebtedness held by such Mortgagees and not the number of such Mortgagees.

ARTICLE XVIII Loss and Obsolescence

Section 18.01 Loss or Damage to Common Elements. The following provisions shall govern if the Common Elements or any part thereof, are damaged or destroyed by fire or other casualty: (a) prompt written notice of any substantial damage or destruction shall be given (i) by the affected Owner or Owners to the Association; and (ii) by the Association to tall of the Mortgagees; (b) the Association shall promptly proceed with the full restoration and repair of such damage or destruction unless (i) the Condominium is terminated; (ii) repair or replacement would be illegal under any Legal Requirement; or (iii) at least 80% of the votes in the Association, including each Owner of a Unit to which a Limited Common Element that will not be rebuilt or repaired is assigned, vote not to rebuild; (c) the amount by which such restoration and repair costs exceed collectible Insurance Proceeds shall be and constitute a Special Assessment payable by the Owners within 60 days of the date notice of such Special Assessment is delivered by the Association in accordance with Section 16.01(c) of this Declaration; and (d) any excess Insurance Proceeds remaining after such restoration and repair, or any insurance or sales proceeds available absent such restoration and repair, shall be received and held in trust by the Insurance Trustee in separate accounts for each Owner, as their interests may appear (with any proceeds attributable to Limited Common Elements allocated among the Owners of the Units to which such Limited Common Elements were assigned in this Declaration and any other proceeds allocated in accordance with the Allocated Interests of the Owners), and distributed as follows: (w) first, to the payment of any Governmental Impositions in favor of any assessing entity having authority with respect to the Common Elements or such Unit; (x) second, to the payment of the balance of the Priority Lien Indebtedness of such Owner; (y) third, to the

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payment of any delinquent Assessment with respect to such Unit; and (z) the balance, if any, to each Owner entitled thereto.

Section 18.02 Damaged Units. The following provisions shall govern in relation to a Damaged Unit: (a) prompt written notice of any substantial damage or destruction shall be given by the Owner of the Damaged Unit to the Association and the Mortgagee of the Damaged Unit; (b) the Owner of the Damaged Unit shall promptly proceed with the full restoration and repair of such damage or destruction unless; (i) the Condominium is terminated; (ii) repair or replacement would be illegal under any Legal Requirement; or (iii) the Owners holding at least 80% of the votes in the Association, including the Owner of the Damaged Unit, vote not to rebuild; and (c) the Owner of each Damaged Unit shall pay all costs of such restoration, repair and replacement or rebuilding in excess of the net proceeds of the collectible Insurance Proceeds.

Section 18.03 Obsolescence of Common Elements. If the Owners holding not less than 100% of the Allocated Interests shall vote, at a meeting of the Association duly called for purposes of considering same, that the Common Elements, or any part thereof, (or any Systems which serve only, or are a part of, individual Units), are obsolete, the Association shall promptly proceed with the necessary replacements and improvements thereto pursuant to a budget established for such purpose, and the cost thereof shall be and constitute a Special Assessment payable by all the Owners within 30 days of the date notice of such Special Assessment is delivered to them by the Association.

Section 18.04 Association as Attorney-in-Fact. Each Owner, by acceptance of a deed to a Unit, hereby irrevocably makes, constitutes and appoints the Association, and each and every one of the Association's successors in interest hereunder (which appointment shall be deemed a power coupled with an interest), as such Owner's true and lawful attorney-in-fact, for Condominium, or any part thereof, or upon any determination by the Owners made pursuant to this Article XVIII, to take any and all actions, and to execute and deliver any and all instruments, as the Association may, in its sole and absolute discretion, deem necessary or advisable to effect the intents and purposes of this Article XVIII, hereby giving and granting unto the Association full power and authority to do and perform all and every act whatsoever requisite or necessary to be done in and about the premises as fully, to all intents and purposes, as an Owner might or could do, hereby ratifying and confirming whatsoever the Association may do by virtue hereof. The Association is herby authorized, in the name and on behalf of all Owners, to do and perform all actions necessary or appropriate to effect the intent and purposes of this Article XVIII as aforesaid, including the power and authority to make and settle claims under any insurance policies maintained by the Association, contract for and with respect to restoration and repair work, contract for and with respect to replacements and improvements to the Common Elements (to the extent authorized as contemplated by Section 18.03 of this Declaration) and to execute and deliver all instruments necessary or incidental to any such actions.

Section 18.05 Matters Relating to Restoration and Repairs. Any restoration and repair work undertaken by the Association or an Owner pursuant to this Article XVIII shall be performed in a good and workmanlike manner in order to restore the Improvements to a

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condition similar to that existing prior to such damage or destruction; provided, however, that in no event shall the Association be responsible for restoring, repairing or replacing any improvements to a Unit made by an Owner, or the contents located in such Unit. All such restoration and repair work, whether done by the Association or an Owner, shall be effected in a manner so as to observe all vertical and horizontal Unit boundaries existing prior to such damage or destruction.

ARTICLE XIX Condemnation

Section 19.01 General Provisions If all or any part of the Property is subject to a Takin, the Association and each Owner affected thereby shall be entitled to participate in proceedings incident thereto at their respective expense. The Association shall give such notice as the Association receives knowledge of such proceeding to all the Owners and to all the Mortgagees which have requested such notice; provided, however, that the failure of the Association to give such notice shall not prejudice the right of any Mortgagee to participate in such proceedings. The expense of participation in such proceedings by the Association shall be a Common Expense. The Association is specifically authorized to obtain and pay for such assistance from attorneys, appraisers, architects, engineers, expert witnesses and other persons as the Association in its discretion deems necessary or advisable to aid or advise it in matters relating to such proceedings. Any restoration or repair of the Property following a partial Taking shall be performed in accordance with the provisions of this Declaration and shall follow, as nearly as possible, the original plans and specifications for the Property, unless otherwise approved by all the Mortgagees.

Section 19.02 Taking of All or Substantially All of One Unit. If a Unit (or a substantial part thereof such that the remnant may not practically or lawfully be used for any purpose permitted by this Declaration) is subject to ta Taking, the Owner and any Mortgagee of such Owner shall be entitled to the award for such Taking, including the award for the value of such Owner's interest in the Common Elements, whether or not such Common Element interest is acquired, and, after payment thereof, such Owner and any Mortgagee of such Owner shall be divested of all interest in the Property. In such event, the condemned Unit's entire Allocated Interest shall be automatically reallocated to the remaining Units in proportion to the respective Allocated Interests of those Units before the Taking, unless the decree relating to the Taking provides otherwise. A remnant of a Unit remaining after part of a Unit is the subject of a Taking described in this Section 19.02 shall be a Common Element. If any repair or rebuilding of the remaining portions of the Property is required as a result of such Taking, the remaining Owners shall determine by the affirmative vote or written consent of the remaining Owners holding not less than 80% of the votes in the Association either to rebuild or repair the Property or to take such other action as such remaining Owners may deem appropriate. If no repair or rebuilding shall be required, or if none be undertaken, the remaining portion of the Property shall be resurveyed, if necessary, and this Declaration shall be amended to reflect such Taking. This Declaration shall in all circumstances be amended to reflect the re-allocated Allocated Interests following the Taking.

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Section 19.03 Partial Taking of a Unit If only portion of a Unit is subject to a Taking, such that remaining portion of such Unit can practically and lawfully be used for any purpose permitted by this Declaration, the Owner shall be entitled to the award for such Taking, including the award for the value of such Owner's interest in the Common Elements, whether or not such Common Element interest is acquired, and the Allocated Interest of the Unit subject to such Taking shall be reduced and the Allocated Interests of the other Units shall be increased in accordance with the Reallocation Percentage. The Owner of such Unit, at its sole cost and expense, shall promptly repair, restore and rebuild the remaining portions of such Unit as nearly as possible to the condition which existed prior to such Taking.

Section 19.04 Taking of Common Elements. If an action is brought to effect a Taking of all or any portion of the Common Elements together with or apart from any Unit, the Board of Directors, in addition to the general powers set out herein, shall have the sole authority to determine whether to defend or resist any such proceeding, to make any settlement with respect thereto or to convey such property to the condemning authority in lieu of such condemnation proceeding unless the action involves a material portion of the Common Elements in which case such decision shall be made by the affirmative vote or written consent of the Owners holding not less than 80% of the votes in the Association. With respect to any such Taking of the Common Elements only, all damages and awards shall be determined for such Taking as a whole and not for any Owner's interest therein. After the damages or awards for a Taking of the Common Elements are determined, such damages or awards shall be held by the Association, acting as trustee for each Owner, and their Mortgagees, as their interests shall appear, and any amounts not used for repair or restoration of the remaining Common Elements shall be divided among the Owners in proportion to each Owner's Allocated Interest before the Taking, except that such portion of any such award attributable to the condemnation of a Limited Common Element shall be divided among the Owners of the Units served by such Limited Common Elements, as such Owner's interests existed in the Limited Common Elements condemned. The Owners shall determine by the affirmative vote or written consent of the Owners holding not less than 80% of the votes in the Association either to rebuild or repair the remaining Common Elements or to take such other action as such Owners may deem appropriate. If it is determined that such Common Elements should be replaced or restored by obtaining other land or building additional structures, this Declaration and the Map attached hereto shall be duly amended by instrument executed by the Board of Directors on behalf of the Owners and recorded in the Condominium Records.

Section 19.05 Taking of Several Units. If an eminent domain proceeding results in the Taking of all or part of multiple Units, then the damage and awards for such Taking shall be determined and paid for each Unit as described in Section 19.02 and Section 19.03 of this Declaration, and the following shall apply: (a) the Association shall determine which of the Units damaged by such Taking may be practice ally and lawfully used for any purpose permitted by this Declaration, taking into account the nature of the Property and the reduced size of each Unit so damaged; (b) if the remaining Owners shall determine by the affirmative vote or written consent of the remaining Owners holding not less than 80% of the votes in the Association, with

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the written consent of 51% of the Mortgagees, that it is not reasonably practicable to operate the undamaged Units and the damaged Units which can be practically and lawfully used for any purpose permitted by this Declaration as a condominium project in the manner provided in this Declaration, then the Property shall be deemed to be regrouped and merged into a single estate owned jointly in undivided interests by all the remaining Owners, as tenants-in-common, in the percentage of the Allocated Interest of each Owner (after reallocation in accordance with the procedures described in Section 19.02 and Section 19.03 of this Declaration); and (c) if the Condominium is not so terminated, then the damages and awards made with respect to teach Unit which can be practically and lawfully used for any purpose permitted by this Declaration shall be applied to repair and reconstruct such Unit as provided in Section 19.03 of this Declaration. If the cost of such work exceeds the amount of the award, the additional funds required shall be assessed pro rata against the Owners of those Units which are being repaired or reconstructed. With respect to those Units which may not be practically or lawfully used for any purpose permitted by this Declaration, after payment of the award, such Owner and any Mortgagee of such Owner shall be divested of all interest in the Property and the condemned Unit's entire Allocated Interest shall be automatically reallocated to the remaining Units in proportion to the respective Allocated Interests of those Units before the Taking, unless the decree relating to the Taking provides otherwise. A remnant of a Unit remaining after part of a Unit is the subject of a Taking, if the remnant of such Unit cannot be practically or lawfully used for any purposed permitted by this Declaration, shall be a Common Element. If any repair or rebuilding of the remaining portions of the Property (other than Units which can be practically and lawfully used for any purposed permitted by this Declaration) is required as a result of such Takin, the remaining Owners shall determine by the affirmative vote or written consent of the remaining Owners holding not less than 80% of the votes in the Association either to rebuild or repair the Property or to take such other action as such remaining Owners may deem appropriate. If no repair or rebuilding shall be required, or if none be undertaken, the remaining portion of the Property shall be resurveyed, if necessary, and this Declaration shall be amended to reflect such taking. This Declaration shall in all circumstances be amended to reflect the re-allocated Allocated Interests following the Taking.

Section19.06 Complete Taking of Property. If all of the Property is the subject of a Taking, all damages and awards shall be held by the Association, acting as trustee, for the accounts of all the Owners and their Mortgagees, as their interests shall appears, and shall be paid to or for the accounts of the Owners in proportion to their Allocated Interests and this Condominium shall terminate upon such payment.

Section 19.07 Payment of Awards and Damages. Any damages or awards provided in this Article XIX to be paid to or for the account of any Owner by the Association, acting as trustee, shall be applied first to the payment of any Governmental Impositions past due and unpaid with respect to that Unit; second, to any Priority Lien Indebtedness on that Unit; third, to the payment of any Assessments charged to or made against the Unit and unpaid; and finally to the Owner.

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Section 19.08 Association as Attorney-in-Fact. Each Owner, by acceptance of a deed to a Unit, hereby irrevocably makes, constitutes and appoints the Association, and each and every one of its successors in interest hereunder (which appointment shall be deemed a power coupled with an interest), as such Owner's true and lawful attorney-in-fact, for and in such Owner's name, place, and stead, upon the condemnation of the Condominium, or any part thereof, or upon any determination by the Owners made pursuant to this Article XIX, to take any and all actions, and to execute and deliver any and all instruments, as the Association may, in its ole and absolute discretion, deem necessary or advisable to effect the intents and purposed of this Article XIX, hereby giving and granting unto the Association full power and authority to do and perform all and every act whatsoever requisites or necessary to be done in and about the premises as fully, to all intents and purposes, as an Owner might or could do, hereby ratifying and confirming whatsoever the Association may do by virtue hereof. The Association is hereby authorized, in the name and on behalf of all Owners, to do and perform all action necessary or appropriate to effect the intent and purposes of this Article XIX as aforesaid, and to execute and deliver all instruments necessary or incidental to any such actions.

ARTICLE XX Development Period

Section 20.01 Initial Directors. The initial Directors shall be those Directors named in the Articles of Incorporation.

Section 20.02 Period of Declarant Control.

(a) Except as is provided below, Declarant shall have the right to appoint and remove members of the Board of Directors during the period of Declarant Control. If Declarant voluntarily surrenders the right to appoint and remove members of the Board of Directors prior to the termination of the period of Declarant Control, Declarant may require that specified actions of the Board of Directors be subject to Declarant approval until the expiration of the period of Declarant Control.

(b) Not later than 60 days after Declarant has conveyed to Owners other than Declarant title to 25% of the Units, the Board of Directors shall appoint two advisory directors who shall be Owners (other than Declarant or its employees) each of whom must reside in their Units as their primary residence at least six months of each calendar year. Such advisory directors may attend all meetings of the Board of Directors (but shall not be permitted to vote) and shall perform such duties and shall assume such obligations as may be delegated to them by the Board of Directors.

(c) Not later than 120 days after Declarant has conveyed to Owners other than Declarant title to 50% of the Units, an election shall be held by the Association, pursuant to the Bylaws, for the election of not less than one-third of the members of the Board of Directors by Owners other than Declarant. The term of the advisory directors shall expire at the meeting at which such newly elected members of the Board of Directors take office.

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(d) At least 30 days prior to the termination of the period of Declarant Control, the Association shall elect a board of at least three Directors pursuant to the Bylaws, such terms to commence as of the date on which the period of Declarant Control terminates.

ARTICLE XXI Resolution of Disputes and Construction Disputes

Section 21.01 Mediation. All disputes, except those relating to equitable remedies, which are not resolved within 15 days after same have arisen (unless such greater time is provided elsewhere in the Governing Documents) shall be submitted for, or determined by, non-binding mediation. Mediation of any dispute shall be initiated by any Owner making a written demand therefor to the other Owner or Owners involved in such Dispute and the Association; provided, however, if the Association is a party to any such Dispute the Association shall have the right to elect not to be governed by the provision of this Article XXI by giving to the Owner or Owners, within ten days after the Association's receipt form such Owner or Owners of demand for medication of a Dispute, written notice of the Association's election not to be governed by the provisions of this Article XXI and to instead exercise the Associations' remedies at law or in equity. With respect to such mediation, the parties shall, within ten days after delivery of such written notice to the Association, agree upon a mediator who is: (i) a reputable person actively engaged in the commercial real estate industry for a continuous period of not less then ten years and (ii) is no way affiliated, or has had material business dealing with any Owner or any member of the Association. If the parties are unable to agree upon a mediator, a mediator having the qualifications set forth above shall be appointed by the American Arbitration Association office in Dallas, Texas. Such mediation shall occur within 30 days after the mediator has been agreed upon or appointed and shall occur at a mutually acceptable location in Dallas, Texas. The costs of such medication services shall be shared equally (but each party shall bear the cost of their own travel and attorney's fee); provided, however, that if the Dispute is not resolved pursuant to such mediation, the provisions of Section 21.02 of this Declaration shall govern the payment of attorneys fees and costs and expenses of mediation and arbitration under this Article XXI.

Section 21.02 Final Offer Arbitration If the parties are unable to resolve any Dispute at mediation the parties shall submit their Dispute to binding arbitration, no later than 30 calendar days after the parties have reached an impasse at mediation. Their parties agree to select a single impartial arbitrator from a list taken from the American Arbitration Association of commercial arbitrators, and if they cannot agree on an arbitrator, each party shall select a person and those two so selected shall then select the single impartial arbitrator who shall thereafter serve as arbitrator with respect to the Dispute. The issues in dispute shall be submitted as "baseball" or final-offer arbitration, whereby each party shall submit what it deems to be its most reasonable position to the arbitrator and the arbitrator shall select one of those two positions. The arbitrator shall have no discretion to select or award a position other than to select one of those submitted by the parties. To the extent rules governing arbitration are deemed necessary by the arbitrator (or by agreement of the parties), the current Rules for Commercial Mediation and Arbitration promulgated by the American Arbitration Association shall apply. The decision of the arbitrator

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shall be rendered no later than ten days from the initiation of the arbitration procedure. The parties may resort to any court of competent jurisdiction for enforcement of, or any other action relating to, the arbitrator's award. The party or parties whose position is not selected or awarded shall be responsible for all attorney's fees, costs and expenses (incurred in connection with the mediation and arbitration of a Dispute under this Article XXI) of the party whose position is selected or awarded for the arbitration of the Dispute under this Article XXI.

Section 21.03 Construction Disputes

(a) Mediation Required Prior to Arbitration. Any Construction Dispute not resolved within fifteen days after same has arisen shall be submitted for, or determined by, non-binding mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by any party. Mediation of any Construction Dispute shall be initiated by any party making a written demand therefor to all other parties involved in such Construction Dispute. Any mediation shall be governed by the Construction Industry Mediation Rules of the American Arbitration Association in effect at the time the Construction Dispute. With respect to such mediation, the parties shall, within 15 days after demand is filed agree upon a mediator who is: (i) a reputable person actively engaged in the construction industry or a lawyer experienced in the practice of construction law for a continuous period of not less than ten years and (ii) is in no way affiliated, or has had material business dealings with any Owner, any member of the Association, or any other party involved in the mediation. If the parties are unable to agree upon a mediator, a mediator having the qualifications set forth above shall be appointed by the American Arbitration Association office in Dallas, Texas. Such medication shall occur within 30 days after the mediator has been agreed upon or appointed and shall occur at a mutually acceptable location in Dallas, Texas. The costs of such medication services shall be shared equally (but each party shall bear the cost of their own travel and attorney's fees); provided, however, that if the Construction Disputes is not resolved pursuant to such mediation, the provisions of Section 21.03(d) of this Declaration shall govern the payment of attorney's fees and costs and expenses of mediation, arbitration or litigation under this Article XXI.

(b) Arbitration or Litigation. Any Construction Dispute not resolved by mediation as described in Section 21.03(a) above shall be resolved by arbitration or litigation, which determination shall be made by Declarant, in Declarant's sole and absolute discretion. If a litigation proceeding has been brought against the Declarant, any election for arbitration shall be made by the Declarant filing a motion to compel arbitration in the litigation proceeding. If an arbitration proceeding has been brought against the Declarant, any election for litigation shall be made by the Declarant giving written notice of such election to the parties involved in the Construction Dispute and the arbitration proceeding, in which case all further action in the arbitration proceeding shall cease and the party bringing such action shall be obligated to commence the appropriate litigation proceeding. Declarant shall make such election no later than thirty (30) days after (i) the parties have reached an impasse at mediation and (ii) citation has been served on Declarant in a litigation proceeding or written notice has been delivered to Declarant initiating the arbitration proceeding. If the Declarant elects for such Construction

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Dispute to be resolved by litigation, the parties hereby agree that the judge shall be the fact finder in any such litigation. EACH OWNER, BY ACCEPTANCE OF A DEED TO ITS UNIT, ON BEHALF OF ITSELF, ITS TENANTS, THE ASSOCIATION AND ALL PARTIES CLAIMING BY, THROUGH OR UNDER IT, IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CONSTRUCTION DISPUTE.

(c) Arbitration. If Declarant elects that a Construction Dispute be resolved by arbitration such arbitration shall be governed by the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect, unless the parties mutually agree otherwise. With respect to the arbitration, the parties shall, within 15 days after receipt of Declarant's notice of arbitration referenced in Section 11.3(b) above or within 15 days after entry of an Order compelling arbitration, agree upon an arbitrator. If the parties cannot agree upon an arbitrator, a demand for arbitration shall be filed in writing with the American Arbitration Association at the office in the County where the Property is located with copies to all parties.

Arbitration shall be conducted with a single arbitrator unless the claim, demand, or amount in controversy exceeds $750,000, in which case a panel of three arbitrators shall be used. If the amount in controversy exceeds $750,000 and the parties cannot mutually agree upon three panel members, the parties shall be required to obtain a list of proposed neutral parties through the American Arbitration Association office in the locality where the Property is located. The parties shall then proceed with the selection of panel members in accordance with the American Arbitration Association Construction Industry Arbitration Rules. Any arbitrator(s) utilized, whether appointed or agreed, must be (i) reputable person(s) actively engaged in the construction industry or as a lawyer experienced in the practice of construction law for a continuous period of not less than ten years and (ii) are in no way affiliated, or have or had material business dealings with any Owner, any member of the Association, or any other party involved in the arbitration. The arbitrator shall establish reasonable procedures and requirements for the production of relevant documents and require the exchange of information concerning witnesses to be called. The parties shall be entitled to discover all documents and information reasonably necessary for a full understanding of any legitimate issue raised in the arbitration and the parties may use all methods of discovery available under the Texas Rules of Civil Procedure and shall be governed thereby. There shall be a prehearing meeting between the parties at which the arbitrator shall make and set schedules for discovery and hearings consistent with their powers as set forth herein. The Texas Rules of Evidence shall be applied by the arbitrator but liberally construed to allow for the admission of admissible evidence that is helpful in resolving the controversy. Rulings on the admission of evidence made by the arbitrator at the hearing shall be final and not subject to any appeal. At the time of the award, the arbitrator shall prepare and provide to the parties' findings of fact and conclusions of law supporting the award.

(d) General. In no event shall a Construction Dispute be initiated after the date when institution of legal or equitable proceedings based on such Construction Dispute would be barred by the applicable statute of limitations. All demands and all answering statements thereto which include any monetary claim, counterclaim or cross-claim must state the monetary amount being

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sought. If the monetary amount is unliquidated or has not been fully determined, the demand or answering statement seeking such recovery shall state, in good faith, the minimum amount of such monetary claim, exclusive of interest and attorneys' fees. In any litigation or arbitration of a Construction Dispute, the Court or the arbitrator(s), as applicable, shall determine the prevailing party and award to such prevailing party, in addition to any other relief to which such party is entitled to recover, its reasonable attorneys' fees, expert witness fees, costs, and other reasonable expenses incurred in connection with the mediation, arbitration, and/or litigation of such Construction Dispute.

(e) Consolidation. A Construction Dispute may be consolidated with similar proceedings and resolved pursuant to the dispute resolution procedures contained in this Article XXI to include participation of the contractors, design professionals or any other person or entity if such proceedings involves common issues of law or fact. Consent to consolidate proceedings involving an additional person or entity shall not constitute consent to resolve any claim, dispute or other matter in question other than the Construction Dispute or with a Person not named or described therein. It is expressly understood and agreed that Declarant shall have the right, but not the obligation, to join in any such dispute resolution proceedings any other party whose work or services on or in connection with the Property may be at issue or whose claims(s) involve the design or construction of the Property.

Section 21.04 General. With respect to any Dispute or Construction Dispute it is agreed that the dispute resolution provisions of this Article XXI shall be the sole remedy of the parties involved in such Dispute or Construction Dispute. Notwithstanding any other provisions of this Declaration, the foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties shall be specifically enforceable under prevailing arbitration law in any court having jurisdiction thereof. The foregoing agreement to arbitrate shall not constitute any agreement or consent to arbitration of any dispute, claim, controversy or matter that does not constitute a Dispute or Construction Dispute, as applicable. The foregoing agreement to arbitrate any Dispute or Construction Dispute shall not constitute any agreement or consent to arbitration with any Person not named or described in this Declaration; provided that any arbitration proceeding initiated under the terms of Section 21.02 may, at the request of any party, be joined or consolidated with other arbitration proceedings involving additional parties if the Dispute or Construction Dispute, as applicable, and the subject of such other proceedings arise out of common or interrelated factual occurrences. Any award of the arbitrator shall be final and binding upon the parties involved in the Dispute or Construction Dispute and such Mortgagees and non-appealable judgment thereon may be entered by any court having jurisdiction.

ARTICLE XXII Miscellaneous

Section 22.01 Sound Transmission Disclaimer. EACH OWNER, BY ACCEPTANCE OF A DEED OR OTHER CONVEYANCE OF THEIR UNIT, HEREBY ACKNOWLEDGES AND

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AGREES THAT SOUND AND IMPACT NOISE TRANSMISSION IN STRUCTURES SUCH AS THE BUILDINGS IS VERY DIFFICULT TO CONTROL, AND THAT NOISES FROM ADJOINING OR NEARBY UNITS AND THE SURROUNDING DEVELOPMENT AND/OR MECHANICAL EQUIPMENT CAN AND WILL BE HEARD IN UNITS. DECLARANT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE LEVEL OF SOUND OR IMPACT NOISE TRANSMISSION BETWEEN AND AMONG UNITS AND THE OTHER PORTIONS OF THE PROPERTY, AND EACH OWNER HEREBY WAIVES AND EXPRESSLY RELEASES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AS OF THE DATE OF THE DECLARATION, ANY SUCH WARRANTY AND CLAIM FOR LOSS OR DAMAGES RESULTING FROM SOUND OR IMP ACT NOISE TRANSMISSION.

Section 22.02 Revocation or Termination of Declaration. Except as otherwise provided in Article XVIII of this Declaration, this Declaration may be revoked or the Condominium established hereby may be terminated, but only by an instrument in writing, duly approved, executed and acknowledged by those Owners holding not less than 100% of the votes in the Association, with the written consent of not less than one hundred percent 100% of the Mortgagees. Any such instrument of revocation or termination shall be duly filed of record in the County. If the Property is to be sold upon termination, the agreement effecting such termination shall also set forth the terms of such sale and comply with the provisions of the Act.

Section 22.03 Amendment to Declaration. This Declaration may be amended at a meeting of the Owners at which the amendment is approved by those Owners holding not less than 67% of the votes in the Association with the written consent of not less than 51 % of the remaining Mortgagees. Such amendment shall be evidenced by a written instrument executed and acknowledged by an officer of the Association on behalf of the consenting Owners and by the consenting Mortgagees and filed of record in the County. Any such amendment so effected shall be binding upon all of the Owners; provided, however, that except as permitted or required by the Act, no such amendment shall (a) cause the alteration or destruction of all or part of any Unit unless such amendment has been consented to by the Owner and the Mortgagee of the Unit which is to be altered or destroyed; (b) create or increase Special Declarant Rights; (c) increase the number of Units; (d) change the boundaries of a Unit; or (e) change the use restrictions on a Unit unless, with respect to the matters described in subsections (b), (c), (d) and (e) of this Section 12.3, such amendment has been consented to by 100% of the votes in the Association or is otherwise authorized by this Declaration. No such amendment shall become effective unless approved by Declarant if Declarant still owns one or more Units and the amendment would, in Declarant's reasonable determination: (i) increase or otherwise modify Declarant's obligations, (ii) reduce or modify any Special Declarant Rights; or (iii) materially inhibit or delay Declarant's ability to complete the Improvements or to convey any portion of the Property owned by Declarant. Declarant, if Declarant owns a Unit which has never been occupied, or the Association may, without a vote of the Owners or approval by the Mortgagees or the Association amend the Declaration or the Bylaws in any manner necessary to meet the requirements of the

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Federal National Mortgage Association, the Federal National Home Loan Mortgage Corporation, the Federal Housing Administration or the Veterans Administration.

Section 22.04 Partial Invalidity. If any provision of the Governing Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall in no way impair or affect the validity or enforceability of the remainder of such instruments.

Section 22.05 Conflicts. If any of the provisions of the Governing Documents shall be in conflict with the provisions of the Act or the TNCA, the provisions of such statutes shall control. If a conflict exists between the provisions of the Governing Documents, the Governing Documents shall control in the following order:

a. Restrictive Covenants; b. This Declaration; c. The Articles of Incorporation; d. The Bylaws; and e. The Regulations.

Each Owner acknowledges that it has been given the opportunity to review the documents listed above in this Section 22.05(a) through (e) has had the opportunity to consult with counsel in connection with the purchase of a Unit. The provisions of the Governing Documents embody the entire final documentation to which the Units and any Owners will be subject in relation to the Condominium and supersede any and all agreements, representations, and understandings, whether written or oral, between the Declarant and the Owners.

Section 22.06 Captions and Exhibits. Captions used in the various articles and sections of this Declaration are for convenience only, and they are not intended to modify or affect the meaning of any of the substantive provisions hereof. All exhibits are incorporated in and made a part of this Declaration.

Section 22.07 Usury. It is expressly stipulated and agreed to be the intent of the Declarant that at all times the terms of this Declaration, the Bylaws and the Regulations shall comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable under any provision of this Declaration, the Bylaws, or the Regulations. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received pursuant to this Declaration, the Bylaws, the Regulations or any other communication or writing by or between the Declarant, the Association and the Owners related to the matters set forth in this Declaration, the Bylaws, or the Regulations, then it is the express intent of the Declarant that all amounts charged in excess of the maximum rate allowed by Texas law shall be automatically canceled, ab initio, and all amounts in excess of the maximum rate allowed by Texas law theretofore collected shall be refunded, and the provisions of this Declaration, the Bylaws, or the Regulations shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law. The Owners hereby agree that as a condition precedent to any claim seeking usury penalties against the Declarant or

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the Association, any Owner will provide written notice to the Declarant or the Association, advising the Declarant or the Association in reasonable detail of the nature and amount of the violation, and the Declarant or the Association shall have 60 days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to an Owner or crediting such excess interest against the obligation then owing by such Owner to the Declarant or the Association.

Section 22.08 Use of Number and Gender. Whenever used in this Declaration, and unless the context shall otherwise provide, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall include all genders.

Section 22.09 Governing Law. THE GOVERNING DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. VENUE FOR ANY ACTION BROUGHT IN CONNECTION WITH THE CONDOMINIUM SHALL BE IN DENTON COUNTY, TEXAS.

Section 22.10 Notice. All notices or other communications required or permitted to be given pursuant to this Declaration shall be in writing and shall be considered as properly given if (a) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested; (b) by delivering same in person to the intended addressee; (c) by delivery to an independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee; or (d) by prepaid telegram, telex, or telefacsimile to the addressee. Notice so mailed shall be effective upon its deposit with the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective upon delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or machine of the intended addressee. For purposes of notice, the addresses of the Declarant and the Association shall be as set forth below, the address of each Owner shall be the address of the Unit and the address of each Mortgagee shall be the address provided to the Association; provided, however, that any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of 30 days' notice to the Association in the manner set forth herein:

Declarant: MMNS Homes, LLC, A Texas Limited Liability Company, 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234

Association: Lewisville Water's Edge II Condominiums Owners' Association, Inc., 1800 Valley View Lane, Suite 300, Farmers Branch, Texas 75234

Section 22.11 Estoppel Certificates. Each Owner, from time to time but no more often than twice each calendar year, shall have the right to require the Association to deliver to

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the requesting Owner a written statement addressed to the requesting Owner and its Mortgagee or purchaser of its Unit, as applicable, without payment of any fee or cost certifying: (a) this Declaration is unmodified and in full force and effect (or if modified that this Declaration as so modified is in full force and effect); (b) the Declaration attached to the certificate is a true and correct copy of this Declaration and all amendments hereto; (c) the date through which all Assessments have been paid by the Owner requesting the certificate; (d) to the knowledge of the Association, the requesting Owner is not in default of any of its obligations under the Declaration (or if this Association knows the requesting Owner to be in default, specifying the defaults and the remaining cure period, if any); (e) the Association holds no existing liens against the requesting Owner's Unit; and (f) such other matters as are reasonably requested by the requesting Owner.

Section 22.12 Drones and Unmanned Aircraft. Any Owner operating or using a drone or unmanned aircraft within the Property and related airspace must register such drone or unmanned aircraft with the Federal Aviation Administration ("FAA"), to the extent required under applicable FAA rules and regulations, and mark such done or unmanned aircraft prominently with the serial number or registration number on the drone or unmanned aircraft for identification purposes. BY ACCEPTANCE OF TITLE TO ANY PORTION OF THE PROPERTY, EACH OWNER ACKNOWLEDGES THAT USE OF A DRONE OR UNMANNED AIRCRAFT TO TAKE IMAGES OF PRIVATE PROPERTY OR PERSONS WITHOUT CONSENT MAY BE A VIOLATION OF TEXAS LAW AND CLASS C MISDEMEANOR SUBJECT TO LEGAL ACTION AND FINES UP TO $10,000. IT IS YOUR RESPONSIBILITY TO KNOW AND COMPLY WITH ALL LAWS APPLICABLE TO YOUR DRONE AND/OR UNMANNED AIRCRAFT USE. Owners are hereby noticed that from time to time, the Association may use drones to capture photos of common areas and grounds, checking for maintenance items or areas that are not accessible on foot or by vehicle. Drones may also be used to capture panoramic, aerial views of the community for development staging among other uses. Obtaining panoramic views may capture photos of Lots or Residences which, to perform the necessary photographing, cannot be avoided however; no photos shall ever be used to encroach upon an Owner's or Residents privacy.

The remainder of this page is intentionally left blank.

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IN WITNESS WHEREOF, the Declarant has caused this Declaration to be duly executed this 17th [handwritten] day of January, 2024 to be effective as of the date of the Original Declaration filed February 11, 2021.

DECLARANT:

MMNS Homes, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company, Its Manager By: 2M Ventures, LLC, a Delaware limited liability company, Its Manager By: [signature] Name: Mehrdad Moayedi Its: Manager

STATE OF TEXAS § COUNTY OF DALLAS §

BEFORE ME, the undersigned authority, on this day personally appeared Mehrdad Moayedi, in his capacity as Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC, the Manager of MMNS Homes, LLC, a Texas limited liability company, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and as the act and deed of said limited liability company and limited partnership, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this 17th [handwritten] day of January, 2024.

SEAL: [stamp] MATTHEW KOLLINGER, Notary Public, State of Texas, Comm. Expires 03-14-2026, Notary ID 133642806 [signature] Notary Public, State of Texas

[Note: Only the Declarant signs. No owner signatures, owner consents, mortgagee consents, or association officer certification appear on this page, despite the recital on PDF p.004 claiming "unanimous consent of all current owners".]

--- PDF p.050 — Exhibit "A" (recorded plat image) ---

[Image: reduced copy of recorded FINAL PLAT, "Lewisville Waters Edge, Lot 1 & 2, Block A" (prepared by CAW Consultants, Inc.; surveyor's certificate by Craig A. Wallendorf, RPLS No. 5810, dated 8-23-05; approval signatures dated 9-26-05 / September 2005; filing stamp in lower right). Shows Lot 1 (approx. 4.2 acres, east, with oval feature) and Lot 2 (5.191 acres, west), Folly Beach Drive and Hook Street to the north, Lake Drive to the south, metes-and-bounds text block at right, line/curve table at lower left. Fine print is illegible at this resolution.] Caption: Exhibit "A"

--- PDF p.051 — Exhibit 'A' text (Bush Architects page 1) ---

LEWISVILLE WATER'S EDGE CONDOS

EXHIBIT 'A' LAND – LEGAL DESCRIPTION

PROPERTY DESCRIPTION Water's Edge Phase II Address: Being Lot 2, in Block A of Water's Edge, an Addition to the Town of Lake Dallas, Denton County, Texas, according to the Map recorded in Volume 411, Page 194, of the Map Records, of Denton County, Texas.

1 | Page — Bush Architects, 4700 Westgrove Drive, Suite 200, Addison, TX 75001, 469.857.3151, www.busharchitects.design

--- PDF p.052 — Exhibit 'B' Notes (Bush Architects page 2) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

EXHIBIT 'B' NOTES

1. All hallways, elevators, stairs and landings which are not located in a unit, are Lot 2 limted common elements.
2. All balconies are part of the unit to which attached.
3. The Unit plans show interior wall to interior wall measurements. The actual unit dimensions, which extend into the wall and floor cavities as described in the declaration, and summarized here: a. Each unit's upper boundary in the exterior surface of the sheetrock comprising the unit's perimeter ceilings. b. On all other perimeter walls, the unit's lateral boundaries are the planes defined by the outside-facing surfaces of the sheetrock on the perimeter walls of the living area and by the inside-facing surfaces of the doors and windows in the peremiter cavities, door and windows are not part of the Unit.
4. GCE = General Common Element
5. LCE = Limited Common Element

2 | Page — Bush Architects

[Note: Note 3(b) says doors and windows are NOT part of the Unit; the Declaration's "Unit" definition (PDF p.011) refers to a Unit "contained within the perimeter walls, floor, ceiling, windows, and doors".]

--- PDF p.053 — Exhibit 'B' plat with architect's certification (page 3) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX EXHIBIT 'B'

[Image: same recorded Final Plat as PDF p.050, reduced.]

THAT I, [signature], do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 1 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

3 | Page — Bush Architects [Texas registered architect seal, partially legible, overlapping signature]

[Note: Note 7 cross-references "Section 3.5 of the Declaration" for Development Rights; in this Declaration Development Rights are at Sections 7.05 and 12.03.]

--- PDF p.054 — Exhibit 'B' Land Site Plan, Phase 1 (page 4) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX EXHIBIT 'B' LAND SITE PLAN PHASE 1

[Site plan drawing. Streets labeled: Hook Street (west), Waters Edge Drive (Private Drive), Waterscape Drive, Bridgewater Drive, Lake Drive (south). Pool/amenity structure at north. Phase 1 buildings shown shaded and labeled (as legible): #6 / 436, #5 / 428, #4 / 420 along Waters Edge Drive, and #12 / 420(?) on Waterscape Drive. Remaining building pads unshaded. Labels partly illegible.]

4 | Page — Bush Architects

--- PDF p.055 — Exhibit 'B' Building Type A, First Floor (page 5) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX LOT 2, PHASE 1 – BUILDING TYPE A – FIRST FLOOR (BUILDINGS 4, 5, 12)

[Floor plan: three units A-1, B-1, C around a central L.C.E. courtyard; parking bays and "STREET L.C.E." below.]

Key: Plan A-1 applies to units 412, 515, and 1237 Plan B-1 applies to units 411, 514, and 1236 Plan C applies to units 410, 513, and 1235

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page — Bush Architects

--- PDF p.056 — Exhibit 'B' Building Type A, Second Floor (page 6) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX LOT 2, PHASE 1 – BUILDING TYPE A – SECOND FLOOR (BUILDINGS 4, 5, 12)

[Floor plan: second level of units A-1, B-1, C with central L.C.E.; "STREET L.C.E." below.]

Key: Plan A-1 applies to units 412, 515, and 1237 Plan B-1 applies to units 411, 514, and 1236 Plan C applies to units 410, 513, and 1235

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page — Bush Architects

[End of Part 1 (PDF p.056). Exhibit "C" (Allocated Interests table) does not appear within PDF pp. 001–056; see Part 2 (pp. 057–111).]

Second Amended Declaration of Lewisville Water's Edge II Condominiums — Transcription, Part 2 (PDF pp. 057–111)

Source: Denton County Instrument No. 12162, recorded February 06, 2024 03:47 PM, 111 pages (cover page, PDF p.001). Declaration body is paginated "Page 1 of 46" beginning at PDF p.002, so PDF pp. 057–111 are all exhibit material that follows the body. They contain no operative declaration text (no records, declarant-control, dispute-resolution, insurance, amendment, leasing or use provisions).

Transcription conventions:

• "Doc page" is the page number printed in the exhibit footer (each phase's map packet restarts at 1). The declaration body's "Page X of 46" numbering does not appear on these pages.
• Plats, site plans and floor plans are described in [brackets], not reproduced.
• Each page carries an architect footer. Pages 057–088 read: "Bush ARCHITECTS / 4700 Westgrove Drive, Suite 200, Addison, TX 75001 / 469.857.3151 www.busharchitects.design". Pages 089–098 read: "MIDTOWN / 1800 Valley View Lane, Suite 410, Farmers Branch, TX 75234 / 214.396.5573 http://www.MidtownArchitects.com". Pages 099–111 read: "MIDTOWN ARCHITECTS / 1801 Wittington Pl., Suite 120, Farmers Branch, TX 75234 / (214) 396-5573 http://www.MidtownArchitects.com". These footers are noted here once and not repeated on each page.
• Spelling errors in the original are kept (for example "limted" and "peremiter").

Structure of this part:

PDF pages	Content
057–059	Last pages of an earlier "Phase 1" map packet (Building 6 floor plans, plus a 12-unit Appendix 2 table that includes a Lot 1/Lot 2 L.C.E. column)
060	Exhibit "A": recorded Final Plat, Lewisville Waters Edge, Lots 1 & 2, Block A
061	Exhibit 'A': Land legal description (Lot 2, Block A)
062–067	Phase 1 condominium map packet (Building 12; 3 units)
068–074	Phase 2 map packet (adds Building 4; 6 units)
075–081	Phase 3 map packet (adds Building 5; 9 units)
082–088	Phase 4 map packet (adds Building 6; 12 units)
089–098	Phase 5 map packet (adds Buildings 1, 2, 9, 10, 11; 27 units)
099–111	Phase 6 map packet (adds Buildings 3, 7, 8, 13, 14; 44 units). This is the final, cumulative allocation table.

---

--- PDF p.057 (doc page 7 [of an earlier Phase 1 packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

LOT 2, PHASE 1 – BUILDING TYPE B – FIRST FLOOR (BUILDING 6)

[Floor plan: first floor of a three-unit building, with units labeled C (left), B-1 (center rear) and A-1 (right). A central entry court is labeled "L.C.E." Parking stalls and two drive aprons appear below, labeled "STREET L.C.E."]

Key: Plan A-1 applies to units 616 Plan B-1 applies to units 617 Plan C applies to units 618

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

7 | Page

--- PDF p.058 (doc page 8 [earlier Phase 1 packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

LOT 2, PHASE 1 – BUILDING TYPE B – SECOND FLOOR (BUILDING 6)

[Floor plan: second floor of the same building, with units C, B-1 and A-1, a central L.C.E., and "STREET L.C.E." parking.]

Key: Plan A-1 applies to units 616 Plan B-1 applies to units 617 Plan C applies to units 618

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

8 | Page

--- PDF p.059 (doc page 9 [earlier Phase 1 packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	(Lot 1/Lot 2) L.C.E. Allocated Interest	Square Footage of Unit	Weight of Vote
1	4	410	420 Waters Edge Dr., Unit 410	1.616426	8.45112	2272	1
1	4	411	420 Waters Edge Dr., Unit 411	1.677611	8.77102	2358	1
1	4	412	420 Waters Edge Dr., Unit 412	1.487653	7.77786	2091	1
1	5	513	428 Waters Edge Dr., Unit 513	1.616426	8.45112	2272	1
1	5	514	428 Waters Edge Dr., Unit 514	1.677611	8.77102	2358	1
1	5	515	428 Waters Edge Dr., Unit 515	1.487653	7.77786	2091	1
1	6	616	436 Waters Edge Dr., Unit 616	1.487653	7.77786	2091	1
1	6	617	436 Waters Edge Dr., Unit 617	1.677611	8.77102	2358	1
1	6	618	436 Waters Edge Dr., Unit 618	1.616426	8.45112	2272	1
1	12	1235	420 Waters Edge Dr., Unit 1235	1.616426	8.45112	2272	1
1	12	1236	420 Waters Edge Dr., Unit 1236	1.677611	8.77102	2358	1
1	12	1237	420 Waters Edge Dr., Unit 1237	1.487653	7.77786	2091	1
TOTALS LOT 2	12 LOT 2 UNITS			100.00%		26,884 SF	12 VOTES

[Transcriber's note: the "Allocated Interest of Unit" column adds up to about 19.13%, not the stated 100.00%. The "(Lot 1/Lot 2) L.C.E." column adds up to exactly 100 (25.0 per building). Each unit's "Allocated Interest" is 19.127% of its L.C.E. figure. These look like a superseded allocation that treats Lot 2 units as a share of a larger Lot 1 + Lot 2 regime. All 12 units are labeled "Phase 1" here, which conflicts with the later phase packets.]

9 | Page

--- PDF p.060 (exhibit page, unnumbered) ---

[Reduced-scale copy of a recorded subdivision plat, landscape orientation. Title block at lower right: "FINAL PLAT / Lewisville Waters Edge / Lot 1 & 2, Block A / [acreage illegible] / in the / [B.B.B.&C.R.R.?] Survey, Abstract No. ___ / ___ Survey, Abstract No. ___ / Town of Hickory Creek, Denton County, Texas" (small print, partly illegible). Engineer/surveyor block: "CAW CONSULTANTS, INC." Streets shown include Polly Beach Drive, Hook Street and Lake Drive. Lot 2 (west/center) and Lot 1 (east, with an oval feature) are delineated, with a line table and a curve table.

Signature blocks visible:

• "Recommended for Approval": signature, Chairman, Planning and Zoning Commission, dated 9-26-05.
• "Approved and Accepted": signature, Mayor, Town of Hickory Creek, dated 9-26-05.
• "Witness my hand this 26th day of September A.D. 2005": signature, City Secretary, Town of Hickory Creek.
• Surveyor's Certificate: "Craig A. Wallendorf [reading uncertain], Registered Professional Land Surveyor No. 5810," signed and sealed, dated 8-23-05 [or 8-27-05].
• Owner's dedication and notary block at right: signatures and an August notary date (illegible).
• Recording stamp at lower right: "[Cab.] ___ Page 624 [?]" (illegible).]

Exhibit "A"

--- PDF p.061 (doc page 1 [Exhibit A packet]) ---

LEWISVILLE WATER'S EDGE CONDOS

EXHIBIT 'A' LAND – LEGAL DESCRIPTION

PROPERTY DESCRIPTION Water's Edge Phase II Address: Being Lot 2, in Block A of Water's Edge, an Addition to the Town of Lake Dallas, Denton County, Texas, according to the Map recorded in Volume 41 1 [sic], Page 194, of the Map Records, of Denton County, Texas.

1 | Page

--- PDF p.062 (doc page 2 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

EXHIBIT 'B' NOTES

1. All hallways, elevators, stairs and landings which are not located in a unit, are Lot 2 limted common elements.
2. All balconies are part of the unit to which attached.
3. The Unit plans show interior wall to interior wall measurements. The actual unit dimensions, which extend into the wall and floor cavities as described in the declaration, and summarized here: a. Each unit's upper boundary in the exterior surface of the sheetrock comprising the unit's perimeter ceilings. b. On all other perimeter walls, the unit's lateral boundaries are the planes defined by the outside-facing surfaces of the sheetrock on the perimeter walls of the living area and by the inside-facing surfaces of the doors and windows in the peremiter cavities, door and windows are not part of the Unit.
4. GCE = General Common Element
5. LCE = Limited Common Element

2 | Page

--- PDF p.063 (doc page 3 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the same Final Plat as PDF p.060, with the 2005 Town of Hickory Creek approvals and the surveyor's seal.]

THAT I, [illegible handwritten signature], do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 1 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Seal at lower right: Texas Registered Architect seal, apparently "Donald Jay Bush Jr." (partly legible), with a registration number. The seal is undated.]

3 | Page

--- PDF p.064 (doc page 4 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

[Site plan labeled "EXHIBIT 'B' - LAND SITE PLAN PHASE 1". Shows Lot 2 bounded by Hook Street (west) and Lake Drive (south). Internal streets: Waters Edge Drive (Private Drive), Waterscape Drive and Bridgewater Drive. A small structure is shown at the north (likely amenity/pool area). Building "#12, 420" (units 1235, 1236, 1237) is shaded on the east side near Waterscape Drive.]

4 | Page

--- PDF p.065 (doc page 5 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

LOT 2, PHASE 1 – BUILDING TYPE A – FIRST FLOOR (BUILDING 12)

[Floor plan: units A-1 (left), B-1 (center), C (right), a central L.C.E., and "STREET L.C.E." parking.]

Key: Plan A-1 applies to unit 1237 Plan B-1 applies to unit 1236 Plan C applies to unit 1235

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.066 (doc page 6 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

LOT 2, PHASE 1 – BUILDING TYPE A – SECOND FLOOR (BUILDING 12)

[Second-floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan A-1 applies to unit 1237 Plan B-1 applies to unit 1236 Plan C applies to unit 1235

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

--- PDF p.067 (doc page 7 [Phase 1 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 1 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	(Lot 1/Lot 2) L.C.E. Allocated Interest	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waters Edge Dr., Unit 1235	1.616426	8.45112	2272	1
1	12	1236	420 Waters Edge Dr., Unit 1236	1.677611	8.77102	2358	1
1	12	1237	420 Waters Edge Dr., Unit 1237	1.487653	7.77786	2091	1
TOTALS LOT 2	3 LOT 2 UNITS			100.00%		6,721 SF	3 VOTES

[Transcriber's note: the three allocated interests add up to 4.78%, not the stated 100.00%. The figures appear to be carried over from the 12-unit table on p.059.]

7 | Page

--- PDF p.068 (doc page 1 [Phase 2 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

Condominium Map for Lot 2 Land, Phase 2 (To be added and included as part of Exhibit "B" of the Declaration by this Amendment)

[see attached]

1 |

--- PDF p.069 (doc page 2 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

EXHIBIT 'B' NOTES

[Notes 1–5 are identical to PDF p.062: hallways, elevators, stairs and landings not in a unit are Lot 2 limited common elements; balconies are part of the unit; unit boundary description (upper boundary at the exterior surface of the ceiling sheetrock; lateral boundaries at the outside-facing surfaces of perimeter-wall sheetrock and the inside-facing surfaces of doors and windows; doors and windows are not part of the Unit); GCE = General Common Element; LCE = Limited Common Element.]

2 |

--- PDF p.070 (doc page 3 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the Final Plat, as on p.060.]

THAT I, ____________________, do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 2 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Certification blank: no signature, no seal, no date.]

3 | P ge

--- PDF p.071 (doc page 4 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

[Site plan "EXHIBIT 'B' - LAND SITE PLAN PHASE 2". Same site, with streets Waterscape Drive, Waters Edge Drive (Private Drive) and Bridgewater Way. Building "#4, 420" (units 410, 411, 412) is shaded on the west side near Waters Edge Drive.]

4 | P ge

--- PDF p.072 (doc page 5 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

LOT 2, PHASE 2 – BUILDING TYPE A – FIRST FLOOR (BUILDING 4)

[Floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan A-1 applies to units 412 Plan B-1 applies to units 411 Plan C applies to units 410

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.073 (doc page 6 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

LOT 2, PHASE 2 – BUILDING TYPE A – SECOND FLOOR (BUILDINGS 4)

[Second-floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan A-1 applies to units 412 Plan B-1 applies to units 411 Plan C applies to units 410

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

--- PDF p.074 (doc page 7 [Phase 2]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 2 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waters Edge Dr., Unit 1235	16.667%	2272	1
1	12	1236	420 Waters Edge Dr., Unit 1236	16.667%	2358	1
1	12	1237	420 Waters Edge Dr., Unit 1237	16.667%	2091	1
2	4	410	420 Waters Edge Dr., Unit 410	16.667%	2272	1
2	4	411	420 Waters Edge Dr., Unit 411	16.667%	2358	1
2	4	412	420 Waters Edge Dr., Unit 412	16.667%	2091	1
TOTALS LOT 2	6 LOT 2 UNITS			100.00%	13,442 SF	6 VOTES

7 | Page

--- PDF p.075 (doc page 1 [Phase 3 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

Condominium Map for Lot 2 Land, Phase 3 (To be added and included as part of Exhibit "B" of the Declaration by this Amendment)

[see attached]

1 | Page

--- PDF p.076 (doc page 2 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

EXHIBIT 'B' NOTES

[Notes 1–5 are identical to PDF p.062.]

2 | Page

--- PDF p.077 (doc page 3 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the Final Plat, as on p.060.]

THAT I, ____________________, do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 3 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Certification blank: no signature, no seal, no date.]

3 | Page

--- PDF p.078 (doc page 4 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

[Site plan "EXHIBIT 'B' - LAND SITE PLAN PHASE 3". Building "#5, 428" (units 513, 514, 515) is shaded on the west side along Waters Edge Drive (Private Drive). Bridgewater Way is shown to the south.]

4 | Page

--- PDF p.079 (doc page 5 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

LOT 2, PHASE 3 – BUILDING TYPE A – FIRST FLOOR (BUILDING 5)

[Floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan A-1 applies to unit 515 Plan B-1 applies to unit 514 Plan C applies to unit 513

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.080 (doc page 6 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

LOT 2, PHASE 3 – BUILDING TYPE A – SECOND FLOOR (BUILDING 5)

[Second-floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan A-1 applies to unit 515 Plan B-1 applies to unit 514 Plan C applies to unit 513

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

--- PDF p.081 (doc page 7 [Phase 3]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 3 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waters Edge Dr., Unit 1235	11.111%	2272	1
1	12	1236	420 Waters Edge Dr., Unit 1236	11.111%	2358	1
1	12	1237	420 Waters Edge Dr., Unit 1237	11.111%	2091	1
2	4	410	420 Waters Edge Dr., Unit 410	11.111%	2272	1
2	4	411	420 Waters Edge Dr., Unit 411	11.111%	2358	1
2	4	412	420 Waters Edge Dr., Unit 412	11.111%	2091	1
3	5	513	428 Waters Edge Dr., Unit 513	11.111%	2272	1
3	5	514	428 Waters Edge Dr., Unit 514	11.111%	2358	1
3	5	515	428 Waters Edge Dr., Unit 515	11.111%	2091	1
TOTALS LOT 2	9 LOT 2 UNITS			100.00%	20,163 SF	9 VOTES

7 | Page

--- PDF p.082 (doc page 1 [Phase 4 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

Condominium Map for Lot 2 Land, Phase 4 (To be added and included as part of Exhibit "B" of the Declaration by this Amendment)

[see attached]

1 | Page

--- PDF p.083 (doc page 2 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

EXHIBIT 'B' NOTES

[Notes 1–5 are identical to PDF p.062.]

2 | Page

--- PDF p.084 (doc page 3 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the Final Plat, as on p.060.]

THAT I, [handwritten: "Jay Bush"], do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 4 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Texas Registered Architect seal, "[Don]ald Jay Bush [Jr.]", signed across the seal and hand-dated "6/9/2021".]

3 | Page

--- PDF p.085 (doc page 4 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

[Site plan "EXHIBIT 'B' - LAND SITE PLAN PHASE 4". Building "#6, 436" (units 616, 617, 618) is shaded at the northwest, south of Waterscape Drive and along Waters Edge Drive (Private Drive).]

4 | Page

--- PDF p.086 (doc page 5 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

LOT 2, PHASE 4 – BUILDING TYPE B – FIRST FLOOR (BUILDING 6)

[Floor plan: units C (left), B-1 (center), A-1 (right), and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 618 Plan B-1 applies to unit 617 Plan A-1 applies to unit 616

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.087 (doc page 6 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

LOT 2, PHASE 4 – BUILDING TYPE B – SECOND FLOOR (BUILDING 6)

[Second-floor plan: units C, B-1, A-1, and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 618 Plan B-1 applies to unit 617 Plan A-1 applies to unit 616

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

--- PDF p.088 (doc page 7 [Phase 4]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 4 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waters Edge Dr., Unit 1235	8.333%	2272	1
1	12	1236	420 Waters Edge Dr., Unit 1236	8.333%	2358	1
1	12	1237	420 Waters Edge Dr., Unit 1237	8.333%	2091	1
2	4	410	420 Waters Edge Dr., Unit 410	8.333%	2272	1
2	4	411	420 Waters Edge Dr., Unit 411	8.333%	2358	1
2	4	412	420 Waters Edge Dr., Unit 412	8.333%	2091	1
3	5	513	428 Waters Edge Dr., Unit 513	8.333%	2272	1
3	5	514	428 Waters Edge Dr., Unit 514	8.333%	2358	1
3	5	515	428 Waters Edge Dr., Unit 515	8.333%	2091	1
4	6	616	436 Waters Edge Dr., Unit 616	8.333%	2091	1
4	6	617	436 Waters Edge Dr., Unit 617	8.333%	2358	1
4	6	618	436 Waters Edge Dr., Unit 618	8.333%	2272	1
TOTALS LOT 2	12 LOT 2 UNITS			100.00%	26,884 SF	12 VOTES

7 | Page

--- PDF p.089 (doc page 1 [Phase 5 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

Condominium Map for Lot 2 Land, Phase 5 (To be added and included as part of Exhibit "B" of the Declaration by this Amendment)

[see attached]

1 | Page

--- PDF p.090 (doc page 2 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

EXHIBIT 'B' NOTES

[Notes 1–5 are identical to PDF p.062.]

2 | Page

--- PDF p.091 (doc page 3 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the Final Plat, as on p.060.]

THAT I, [handwritten: "Jay Bush"] do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, Phase 5 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Texas Registered Architect seal, "[Don]ald Jay Bush Jr." (No. 2_215, partly legible), signed across the seal and hand-dated "_/28/2021". The month is illegible; it may be 7 or 10.]

3 | Page

--- PDF p.092 (doc page 4 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

[Site plan "EXHIBIT 'B' - LAND SITE PLAN PHASE 5". Shaded buildings run along the east side of Waterscape Drive: Building 11 (437; units 1132–1134), Building 10 (429; units 1029–1031) and Building 9 (421; units 926–928). Along Bridgewater Way / Lake Drive to the south: Building 1 (110; units 11–13) and Building 2 (118; units 24–26). The labels are small and partly legible.]

4 | Page

--- PDF p.093 (doc page 5 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

LOT 2, PHASE 5 – BUILDING TYPE B – FIRST FLOOR (BUILDING 2)

[Floor plan: units A-1 (left), B-1 (center), C (right), and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 24 Plan B-1 applies to unit 25 Plan A-1 applies to unit 26

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.094 (doc page 6 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

LOT 2, PHASE 5 – BUILDING TYPE B – SECOND FLOOR (BUILDING 2)

[Second-floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 24 Plan B-1 applies to unit 25 Plan A-1 applies to unit 26

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

[Transcriber's note: the key says Plan C = unit 24 and Plan A-1 = unit 26. The Appendix 2 square footages for Building 2 (unit 24 = 2091 SF; unit 26 = 2272 SF) match Plan A-1 = 2091 and Plan C = 2272 elsewhere, so this key appears to be reversed.]

--- PDF p.095 (doc page 7 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

LOT 2, PHASE 5 – BUILDING TYPE B – FIRST FLOOR (BUILDINGS 1, 9, 10 & 11)

[Floor plan: units C (left), B-1 (center), A-1 (right), and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 11, 926, 1029, & 1132 Plan B-1 applies to unit 12, 927, 1030 & 1133 Plan A-1 applies to unit 13, 928, 1031 & 1134

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

7 | Page

--- PDF p.096 (doc page 8 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

LOT 2, PHASE 5 – BUILDING TYPE B – SECOND FLOOR (BUILDINGS 1, 9, 10 & 11)

[Second-floor plan: units C, B-1, A-1, and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 11, 926, 1029, & 1132 Plan B-1 applies to unit 12, 927, 1030 & 1133 Plan A-1 applies to unit 13, 928, 1031 & 1134

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

8 | Page

--- PDF p.097 (doc page 9 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waterscape Dr., Unit 1235	3.704%	2272	1
1	12	1236	420 Waterscape Dr., Unit 1236	3.704%	2358	1
1	12	1237	420 Waterscape Dr., Unit 1237	3.704%	2091	1
2	4	410	420 Waters Edge Dr., Unit 410	3.704%	2272	1
2	4	411	420 Waters Edge Dr., Unit 411	3.704%	2358	1
2	4	412	420 Waters Edge Dr., Unit 412	3.704%	2091	1
3	5	513	428 Waters Edge Dr., Unit 513	3.704%	2272	1
3	5	514	428 Waters Edge Dr., Unit 514	3.704%	2358	1
3	5	515	428 Waters Edge Dr., Unit 515	3.704%	2091	1
4	6	616	436 Waters Edge Dr., Unit 616	3.704%	2091	1
4	6	617	436 Waters Edge Dr., Unit 617	3.704%	2358	1
4	6	618	436 Waters Edge Dr., Unit 618	3.704%	2272	1
5	1	11	110 Bridgewater Way, Unit 11	3.704%	2272	1
5	1	12	110 Bridgewater Way, Unit 12	3.704%	2358	1

9 | Page

--- PDF p.098 (doc page 10 [Phase 5]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 5 Lake Dallas, TX

[Appendix 2, continued]

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
5	1	13	110 Bridgewater Way, Unit 13	3.704%	2091	1
5	2	24	118 Bridgewater Way, Unit 24	3.704%	2091	1
5	2	25	118 Bridgewater Way, Unit 25	3.704%	2358	1
5	2	26	118 Bridgewater Way, Unit 26	3.704%	2272	1
5	9	926	421 Waterscape Dr., Unit 926	3.704%	2272	1
5	9	927	421 Waterscape Dr., Unit 927	3.704%	2358	1
5	9	928	421 Waterscape Dr., Unit 928	3.704%	2091	1
5	10	1029	429 Waterscape Dr., Unit 1029	3.704%	2272	1
5	10	1030	429 Waterscape Dr., Unit 1030	3.704%	2358	1
5	10	1031	429 Waterscape Dr., Unit 1031	3.704%	2091	1
5	11	1132	437 Waterscape Dr., Unit 1132	3.704%	2272	1
5	11	1133	437 Waterscape Dr., Unit 1133	3.704%	2358	1
5	11	1134	437 Waterscape Dr., Unit 1134	3.704%	2091	1
TOTALS LOT 2	27 LOT 2 UNITS			100.00%	60489 SF	27 VOTES

10 | Page

--- PDF p.099 (doc page 1 [Phase 6 map packet]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

Condominium Map for Lot 2 Land, PHASE 6 (To be added and included as part of Exhibit "B" of the Declaration by this Amendment)

[see attached]

1 | Page

--- PDF p.100 (doc page 2 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

EXHIBIT 'B' NOTES

[Notes 1–5 are identical to PDF p.062.]

2 | Page

--- PDF p.101 (doc page 3 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

EXHIBIT 'B'

[Reduced copy of the Final Plat, as on p.060.]

THAT I, [handwritten: "Jay Bush"], do hereby certify that this map and property description contained herein contain all information required by Section 82.059 of the Texas Property Code.

6. The Easements within this Lot 2, PHASE 6 Condominium include the (i) Access Easement, (ii) Amenities Easement (iii) Common Elements Easement, (iv) Roof Easement, (v) Support Easement, (vi) Systems Easement, and (vii) Utility Easement.

7. In accordance with Section 82.059 of the Act, the real property legally described on this page of the map is subject to the Development Rights set forth in Section 3.5 of the Declaration.

[Texas Registered Architect seal, "[Don]ald Jay Bush [Jr.]", signed across the seal and hand-dated "3/28/23".]

3 | Page

--- PDF p.102 (doc page 4 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

[Site plan "EXHIBIT 'B' - LAND SITE PLAN PHASE 6". Shaded buildings:

• "#8, 452" (units 822–825) at the far north along Waters Edge Drive.
• "#7, 444" (units 719–721) just north of Waterscape Drive, beside the amenity structure.
• "#14, 436" (units 1442–1444) at the northeast, off Waterscape Drive.
• "#13, 428" (units 1338–1341) on the east side of Waterscape Drive.
• "#3" (units 307–309) at the southeast, off Bridgewater Way near Lake Drive.]

4 | Page

--- PDF p.103 (doc page 5 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – FIRST FLOOR (BUILDING 7)

[Floor plan: units A-1 (left), B-1 (center), C (right), and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 719 Plan B-1 applies to unit 720 Plan A-1 applies to unit 721

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

5 | Page

--- PDF p.104 (doc page 6 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – SECOND FLOOR (BUILDING 7)

[Second-floor plan: units A-1, B-1, C, and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 719 Plan B-1 applies to unit 720 Plan A-1 applies to unit 721

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

6 | Page

--- PDF p.105 (doc page 7 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – FIRST FLOOR (BUILDINGS 3 & 14)

[Floor plan: units C (left), B-1 (center), A-1 (right), and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 309 & 1444 Plan B-1 applies to unit 308 & 1443 Plan A-1 applies to unit 307 & 1442

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

7 | Page

--- PDF p.106 (doc page 8 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – SECOND FLOOR (BUILDINGS 3 & 14)

[Second-floor plan: units C, B-1, A-1, and L.C.E.; "STREET L.C.E."]

Key: Plan C applies to unit 309 & 1444 Plan B-1 applies to unit 308 & 1443 Plan A-1 applies to unit 307 & 1442

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

8 | Page

--- PDF p.107 (doc page 9 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – FIRST FLOOR (BUILDINGS 8 & 13)

[Floor plan: four-unit building with units A-1, B-1, B-2, A-2 and a central L.C.E. A curved street with parking is labeled "L.C.E. STREET".]

Key: Plan A-1 applies to units 825 & 1341 Plan B-1 applies to units 824 & 1340 Plan B-2 applies to units 823 & 1339 Plan A-2 applies to units 822 & 1338

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

9 | Page

--- PDF p.108 (doc page 10 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

LOT 2, PHASE 6 – SECOND FLOOR (BUILDINGS 8 & 13)

[Second-floor plan: units A-1, B-1, B-2, A-2, and L.C.E.; "L.C.E. STREET".]

Key: Plan A-1 applies to units 825 & 1341 Plan B-1 applies to units 824 & 1340 Plan B-2 applies to units 823 & 1339 Plan A-2 applies to units 822 & 1338

Note: L.C.E. depicted is a Limited Common Element for each applicable building referenced in this Exhibit. Note 2: Street L.C.E. depicted is a Lot 2 Limited Common Element.

10 | Page

--- PDF p.109 (doc page 11 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

Appendix 2 Allocation of Ownership Interests and Monthly Assessments

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
1	12	1235	420 Waterscape Dr., Unit 1235	2.273%	2272	1
1	12	1236	420 Waterscape Dr., Unit 1236	2.273%	2358	1
1	12	1237	420 Waterscape Dr., Unit 1237	2.273%	2091	1
2	4	410	420 Waters Edge Dr., Unit 410	2.273%	2272	1
2	4	411	420 Waters Edge Dr., Unit 411	2.273%	2358	1
2	4	412	420 Waters Edge Dr., Unit 412	2.273%	2091	1
3	5	513	428 Waters Edge Dr., Unit 513	2.273%	2272	1
3	5	514	428 Waters Edge Dr., Unit 514	2.273%	2358	1
3	5	515	428 Waters Edge Dr., Unit 515	2.273%	2091	1
4	6	616	436 Waters Edge Dr., Unit 616	2.273%	2091	1
4	6	617	436 Waters Edge Dr., Unit 617	2.273%	2358	1
4	6	618	436 Waters Edge Dr., Unit 618	2.273%	2272	1
5	1	11	110 Bridgewater Way, Unit 11	2.273%	2272	1
5	1	12	110 Bridgewater Way, Unit 12	2.273%	2358	1

11 | Page

--- PDF p.110 (doc page 12 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

[Appendix 2, continued]

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
5	1	13	110 Bridgewater Way, Unit 13	2.273%	2091	1
5	2	24	118 Bridgewater Way, Unit 24	2.273%	2091	1
5	2	25	118 Bridgewater Way, Unit 25	2.273%	2358	1
5	2	26	118 Bridgewater Way, Unit 26	2.273%	2272	1
5	9	926	421 Waterscape Dr., Unit 926	2.273%	2272	1
5	9	927	421 Waterscape Dr., Unit 927	2.273%	2358	1
5	9	928	421 Waterscape Dr., Unit 928	2.273%	2091	1
5	10	1029	429 Waterscape Dr., Unit 1029	2.273%	2272	1
5	10	1030	429 Waterscape Dr., Unit 1030	2.273%	2358	1
5	10	1031	429 Waterscape Dr., Unit 1031	2.273%	2091	1
5	11	1132	437 Waterscape Dr., Unit 1132	2.273%	2272	1
5	11	1133	437 Waterscape Dr., Unit 1133	2.273%	2358	1
5	11	1134	437 Waterscape Dr., Unit 1134	2.273%	2091	1
6	3	307	126 Bridgewater Way, Unit 37 [sic]	2.273%	2091	1
6	3	308	126 Bridgewater Way, Unit 38 [sic]	2.273%	2358	1
6	3	309	126 Bridgewater Way, Unit 39 [sic]	2.273%	2272	1
6	7	719	444 Waters Edge dr., Unit 719	2.273%	2272	1
6	7	720	444 Waters Edge dr., Unit 720	2.273%	2358	1

12 | Page

--- PDF p.111 (doc page 13 [Phase 6]) ---

LEWISVILLE WATERS EDGE II CONDOMINIUMS – PHASE 6 Lake Dallas, TX

[Appendix 2, continued]

Phase No.	Building No.	Unit No.	Address	Allocated Interest of Unit (%)	Square Footage of Unit	Weight of Vote
6	7	721	444 Waters Edge dr., Unit 721	2.273%	2091	1
6	8	822	444 Waters Edge dr., Unit 822	2.273%	2087	1
6	8	823	444 Waters Edge dr., Unit 823	2.273%	2351	1
6	8	824	444 Waters Edge dr., Unit 824	2.273%	2372	1
6	8	825	444 Waters Edge dr., Unit 825	2.273%	2113	1
6	13	1338	428 Waterscape Dr., 1338	2.273%	2087	1
6	13	1339	428 Waterscape Dr., 1339	2.273%	2351	1
6	13	1340	428 Waterscape Dr., 1340	2.273%	2372	1
6	13	1341	428 Waterscape Dr., 1341	2.273%	2113	1
6	14	1442	436 Waterscape Dr., 1442	2.273%	2091	1
6	14	1443	436 Waterscape Dr., 1443	2.273%	2358	1
6	14	1444	436 Waterscape Dr., 1444	2.273%	2272	1
TOTALS LOT 2	44 LOT 2 UNITS			100.00%	98498 SF	44 VOTES

13 | Page

[End of recorded instrument.]

---

Transcriber's verification notes (Phase 6 table, PDF pp.109–111)

• Unit count: 44 units in 14 buildings, numbered 1–14. Twelve buildings have 3 units each (Buildings 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12 and 14). Buildings 8 and 13 have 4 units each. 12 × 3 + 2 × 4 = 44.
• Square-footage total checks out: 12 × (2272 + 2358 + 2091) + 2 × (2087 + 2351 + 2372 + 2113) = 80,652 + 17,846 = 98,498 SF, which matches the stated total.
• Every unit has the same allocated interest (2.273%, or 1/44) and 1 vote, whatever its size, which ranges from 2,087 to 2,372 SF. 44 × 2.273% = 100.012% because of rounding.
• Address discrepancies:
  • Building 12 is "420 Waters Edge Dr." in Phases 1–4 but "420 Waterscape Dr." in Phases 5–6.
  • Building 4 is also "420 Waters Edge Dr."
  • Building 8 is listed as "444 Waters Edge dr.", the same number as Building 7, but the Phase 6 site plan (p.102) labels Building 8 as "452".
  • Building 3's units 307–309 are addressed as "Unit 37/38/39".
• Legal description and plat: the Exhibit A legal description (p.061) places Lot 2 in the "Town of Lake Dallas" with a map at "Volume 41 1, Page 194". The plat copy (p.060) shows approvals by the Town of Hickory Creek (9-26-2005). Neither could be confirmed from these images.