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KINNEY LOFTS 2004 - Kinney Lofts Condominiums

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					       TIEIIiiItiIi lUl~l !§i   lIhIhIi           2004117128
                                          CONDO LIDE




KINNEY LOFTS
CONDOMINIUMS


    2004
TABLE OF CONTENTS
TABLE OF CONTENTS
ARTICLE I
           DEFINITIONS .                                      .................                                                                              1


           Section 1,01. Definitions..             .......................                                                                                   1     ....
                  (a) "Act . ................................                                                                                                1
                  (b) "Declaration" .......                                                                                                                  1     ....
                   (c) "Developer" ........                                                                                       ...                        I..
                   (d) "Condominium Project" .................                                                                                               2     ...
                   (e) "Condominium Unit"                   ..........                                                            ...                        2     ...
                   (f) "Unit" ...............................                                                                                  .....   ..    2
                   (g) "Project Land". ........................                                                                                              2     ...
                   (h) "Project Property" ......................                                                                                             2     ...
                   (i) "Building ....................                                                                                                        2     ...
                   () "Common Elements" ..................                                                                                                   2     ...
                   (k) "General Common Elements" ............         . . . .....                                                                      ..     3
                   (I) "Limited Common Elements". ....                ...                                                                                     3     ...
                   (m)"Exclusive Use Area" ..............             ...                                                                                     3     ...
                   (n) "Common Expenses".          ......                                                                                                     3     ...
                   (o) "Association of Unit Owner" or "Association" . . . .....                                                                        ..     4
                    (p) "Unit Owner" or "Owner of a Condominium Unit"                                                                                         4
                    (q) "Occupant"       ...........................                                                                      ..
                                                                                                                                                              4
                    (r) "Person" ...............................                                                                                              4
                    (s) "Construction and Marketing Phase .........                                                                            .....    ..    4

     ARTICLE 11
          PROJECT PROPERTY ............................                                 4      ...
          Section 2.01. Submission of Project Property to the Act. . .                  4        ...
          Section 2.02. Condominium Project. .........                            .
                                                                                        4 ... .       .       .       .       .       .




          (a)     Description of Project Land ...........                             .
                                                                                        4 ... .       .       .       .       .       .




          (b)     Description of Project Improvements...               .....          .
                                                                                        4     .       .       .       .       .       .




           (c)    Construction and Marketing Phase.
           Section 2.03. Condominium Units . ..........                               .
                                                                                        5     .       .       .       .       .       .




           (a)    Boundaries and Composition. ........                 .........      .
                                                                                        5     .       .       .       .       .       .




           (b)    Shortage or Discrepancy .............                       ...     .       .       .       .       .       .       .




           Section 2.04. Common Elements...........                           ...     .       .       .       .       .       .




                  (a) General Common Elements.......                          ...
                  (b) Limited Common Elements.......                                  .       .       .       .       .       .




                  (c) Ownership of the Common Elements                                   6    .
                                                                                                   ....   .   .       .           .




                  (d) Use of General and Limited Common Elements.                        7 ....
           Section 2.05. Easements.................                    .....      .... 8
                                                                                      .           .       .   .       .           .




                  (a) General Common Elements.......                   ......       ... 8
                                                                                      .           .       .       .       .       .




                  (b) Limited Common Elements.......                                      8...
                                                                                          .       .       .       .       .       .




                  (c) Support.......................                   ......       ... 8 .       .       .       .       .       .




                   (d) Utilities . . .......... ............           .....      .... 8
                   (e) Access . ..... .              ............                 .
                                                                                          8
                                                                                          .       .
                                                                                                    ....  .       .       .       .




                   (f) Easements to Run With Land......                                   8         ....
            Section 2.06. Easements For Encroachments.                            .
                                                                                          8 ....
                                                                                          .       .       .       .       .       .
      Section 2.07. Plan of Condominium Ownership ....................              9
      Section 2.08. Covenants and Conditions ............                           9

ARTICALE III
      ADMINISTRATION OF PROJECT PROPERTY .............                              9
      Section 3.01. Association of Unit Owners ("Association"). .....         ..    9
             (a) Authority ............                                             9
             (b) Membership ......................................                 10
             (c) Incorporation . ....................................              10
             (d) Bylaws.                                                           10
             (e) Membership Voting Rights.10                                         I
             (f) Association Voting Rights. .                               ...    10I
      Section 3.02. Board    of Directors.                            .            11
             (a) Authority and Number.               .......... ...........  .I     1
             (b) Initial Directors ..................................              11
             (c) Liability and Release of Directors .11
      Section 3.03. Professional Management. ............ .........                 1
                                                                                   11

ARTICLE IV
     RIGHTS, PRIVILEGES, OBLIGATIONS AND LIABILITIES ... I ....                     12
     Section 4.01. Liability for Common Expenses. ...........                       12
     Section 4.02. Assessments .........................                            12
     Section 4.03. Common Fund......................... ........                    12
     Section 4.04. Disbursements From the Common Fund.             ..... 11.        13
     Section 4.05. Lien for Assessments.................. I . .....                 13
      Section 4.06. Maintenance, Alteration and Improvement.                        14
      Section 4.07. Decorating.         ......................           ... I      14
      Section 4.08. Utilities.   ..............................                     14
      Section 4.09. Separate Taxes. .......................                         14
      Section 4.10. Mortgage Protection Clauses.............. ...... I .            14
             (a) Separate Mortgages.....................                            14
             (b) Rights of Lenders........................ ........                 15
             (c) Changes Requiring Lender Approval .......... .... I ...            15
      Section 4.11. Blanket, All Risk Property Insurance. ....... ... I ...         16
      Section 4.12. Individual Insurance.................... . . I .....            17
      Section 4.13. Public Liability and Other Insurance...............             17
      Section 4.14. Repair or Reconstruction After Fire or Other Casualty. . .      17

 ARTICLE V
      RESTRICTIONS, COVENANTS, CONDITIONS AND LIMITATIONS.. 18
      Section 5.01. Unit Use Restrictions ...........................                 18
             (a) Nuisances .......................                  ...............   18
             (b) Lawful Use.-....................................                     19
             (c) Uses Allowed.. ......................                                19
             (d) Restrictions, .......... ..........................                  19
             (e) Alterations. .....................................                 . 19
             (0 Advertising ..................................... . 19
             (g) Parking *. ......................................                  . 20
             (h) Animals and Pets...............        ..................               20
             (i) Developer's Right to Advertise.....    ...........         --..         20
             G) Developer's Rights of Use of Units.     ................       I ....    20
             (k) Use of General Common Elements.                    .......      ....    20
             (1) Regulations to Enforce Restrictions,   Covenants, Conditions           and
                 Limitations. ...................       ...                               20
                                                                                           !

ARTICLE VI
     SALE, LEASING OR OTHER ALIENATION               ........ ...........                 21
     Section 6.01. Responsibility of Transferees for Unpaid Assessments .                 21
     Section 6.02. Certificate of Assessment.        . ................                   21
      Section 6.03. No Severance of Ownership.       ............         ....            21
      Section 6.04. Partition ...................    ....................                 22

ARTICLE VII
     REMEDLES ...........................           ........ ...........                  22
     Section 7.01. General. .................. .......... .........                       22
     Section 7.02. Injunction................ ...................                         22
                                                                                          fn -
     Section 7.03. Foreclosure of Liens..........                        .                LZ
      Section 7.04. Status After Foreclosure. .....                      .                23

ARTICLE VII
     MISCELLANEOUS .................................                           ...I
                                                                                      .   23
     Section 8.01. Amendments............................                             .   23
     Section 8.02. Development Rights . .....................                         .   23
     Section 8.03. Compliance with FHLMC and FNMA Regulations.                  .....     24
     Section 8.04. Notices . ...............................                          .   24
      Section 8.05. Severability of Provisions..................                      .   24
      Section 8.06. Assignment of Rights.           .................                 .   24
      Section 8.07. Omissions. .............................                  I I ... .   25
      Section 8.08. Construction ........         ....................        ......      25

 CONSENT OF MORTGAGEE ....................                                     .....      26
                             CONDOMINIUM DECLARATION
                                       FOR
                            KINNEY LOFTS CONDOMINIUMS

THE STATE OF TEXAS           §
COUNTY OF TRAVIS             §

        In orderto establish a Condominium in accordance with the Uniform Condominium
Act of the State of Texas, V.T.C.A., Property Code § § 82.001 to 82.164, Loft Company,
LLC, a Texas Limited Liability Company with its principal place of business in Travis
County, Texas, (hereinafter called "Developer" or "Declarant" whether one or more), for
itself and its successors, grantees and assigns, hereby makes this declaration of a
condominium for Kinney Lofts Condominiums, (hereinafter called the "Condominium
Project") and for such purpose Developer makes the following declarations as to the
definitions, divisions, descriptions, restrictions, covenants, limitations, conditions, rights,
privileges, easements, obligations and liabilities which shall apply to, govern, control and
regulate the sale, disposition, encumbrance, acquisition, ownership, use, occupancy and
enjoyment of the land described in Article ii hereof together with all buildings and
improvements erected thereon or to be erected and the fee simple estates hereby
established, hereby specifying and agreeing that the provisions and contents hereof shall
be and constitute covenants to run with the land and shall be binding on Developer, its
 successors, assigns and grantees and all subsequent owners of all or any part of said
 project property and their grantees, successors, heirs, devisees, executors, administrators
 or assigns, to-wit:

                                          ARTICLE I
                                         DEFINITIONS

        Section 1.01.   Definitions. As used herein, unless the context otherwise requires:

       (a) "Act" means the "Uniform Condominium Act" of the State of Texas, V.T.C.A.,
 Property Code § § 82.001 to 82.164.

        (b)    "Declaration" means this instrument, the bylaws, all exhibits attached
 hereto, and promulgated rules and regulations by which the project property is submitted
 to the provisions of the Act, as hereinafter provided, and.. such Declaration as it may be
 from time to time amended.

         (c)    "Developer" means Loft Company, LLC, which has undertaken to develop
 the real estate condominium project known as Kinney Lofts Condominiums. Declarant
 and Developer have the same definition or meaning and the singular includes the plural.



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 Condominium Declaration for Kinney Lofts Condominiums
                                                                             ___
             Declaration for Kinney Lofts Condominiums                             Page I of 26
       (d)    "Condominium Project" means the project or plan described herein
constituting a real estate condominium as defined in the Act, being the plan for the
development of the condominium units in the Condominium established by this
Declaration.

        (e)    "Condominium Unit" means the separate fee simple interest in and title to
a unit togethei with its undivided interest in the general and limited common elements.

       (f)    "Unit" means one of the residential enclosed air space units which is
contained within the perimeter walls, floors, ceilings, windows and doors of such unit and
the individual security system appurtenant to such unit, if any, HVAC condenser and
furnace, hot water heater, all installed appliances, and its covered garage as shown on the
Condominium Plat attached hereto as Exhibit "B", individual units being depicted on
Exhibits "D-1" through "D-4" according to the following schedule of Exhibits, to-wit:

       Exhibit A - Project Land

       Exhibit B - Condominium Plat

       Exhibit C - General and Limited Common Elements

       Exhibit 1D - Individual Unit Boundaries

       Exhibit E - Fractional Interests

 all such Exhibits "A" through "E" being incorporated herein by reference, together with
 all fixtures and improvements therein contained, but Unit shall not include any of the
 structural components of the building in which such unit is located. The maximum number
 of units that declarant reserves the right to create shall be thirty-four (34), by proper
 exercise of the Development Rights reserve herein.

        (g)   "Project Land" means the land itself hereinbelow described in Article II,
 Section 2.02(a), excluding the improvements thereon.

        (h) "Project Property" means all the project land and all improvements,
 buildings, structures, facilities, amenities, fixtures, and equipment erected, constructed,
 placed or contained on or in the project land.

        (i)    "Building" means any one of the five (5) three-story wood frame with
 stucco, brick and galvanized aluminum structures, four each containing 3 condominiumia
 units and one containing 2 units. "Building" shall also include structures added by proper
 exercise of development rights reserved herein.

         ()     "Common Elements" means all portions of the project property, except the
 individual units. The common elements shall consist of both "general common elements"
 Condominium Declaration for Kinney Lofts Condominiums
 Condominium Declaration for kind& Ldts Cbhdominiums
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                                                                                 Page 2 of 26
and limited common elements" as hereinafter more particularly defined and described in
this Declaration.

        (k)   "General Common Elements" means and includes all of the project
property, as herein defined and described, except the individual units and the limited
common elements, and includes, but not limited to, the following: the land; foundations,
bearing walls and columns; roofs; floors and ceilings (other than the finished interior
surfaces thereof located within the units), perimeter walls of units (other than the finished
interior surfaces thereof located within the units); walkways, concrete retaining wail,
drystack wall, yards; utility lines and conduits, including sewerage, water, gas, plumbing,
sprinkler system and electricity; water meters and submeters and all components thereof;
parking lots including guest parking spaces; signs; all other elements of the property
desirable or rationally of common use or necessary to its existence, maintenance and
safety, including the air above such land; and the common fund, consisting of all funds
administered through the Association of Unit Owners.

       (1)     "Limited Common Elements" means those common elements reserved for
the use of certain unit owners to the exclusion of other unit owners which are limited to and
reserved for the exclusive use of an owner of a condominium unit, and includes:

                1.    Front concrete patios; sidewalks and walkways leading directly to a
       unit, garages, drives and driveways leading to garages, underground conduits for
       utilities and services;

              2.      if any chute, flue, duct wire, conduit, bearing wall, bearing column, or
       any other fixture is partially within and partially outside the designated boundaries
       of a unit, then the portion serving only that unit is a limited common element
       allocated solely to that unit, and the portion serving more than one unit or the
       common elements is a part of the general common elements;

              3.      doorsteps, stoops, concrete patios, other fixtures designed to serve
        a single unit, but located outside the unit's boundaries, are limited common
        elements allocated exclusively to that unit.

       (m) "Exclusive Use Area" means that portion of the limited common elements
 which lies outside of the boundaries of a unit, but which is designed or intended for
 independent and exclusive use by an individual unit owner such as a concrete patio,
 garage, or yard.

         (n)    "Common EXpenses" means and includes expenses for maintenance,
 repair, operation, management and administration; expenses declared common expenses
 by the provisions hereof and the Bylaws of the Kinney Lofts Condominium Association;
 and all sums lawfully assessed against by the Board of Directors of the Association.



 Condominium Declaration for l ne   Lofts Condominiums                       -Page      3 of 26
                                                                                          of 26
 Condominium Declaration for Kinney Lofts Condominiums                           g**3
       (o)   "Association of Unit Owner" or "Association" means the Kinney Lofts
Condominium Association, Inc., a corporation, its successors and assigns, the Bylaws
of which shall govern the administration of this condominium property, the members of
which shall be all of the owners of the condominium units.

      (p)    "Unit Owner" or "Owner of a Condominium Unit" and similarexpressions
means the person or persons whose estates or interests, individually, jointly or collectively,
aggregate fee simple absolute ownership of a condominium unit.

        (q)    "Occupant" means the person or persons other than the owner who is
legally in possession of a condominium unit or units.

       (r)    "Person" means a natural individual, corporation, partnership, trustee or
other legal entity capable of holding title to real estate.

        (s) "Construction and Marketing Phase" means that period during
which Developer or Declarant is constructing and selling the Condominium Units
established herein, or established by proper exercise of the Development Rights reserved
herein, which period shall extend three months following the transfer of title by Developer
to all units.

                                       ARTICLE 11
                                   PROJECT PROPERTY

        Section 2.01. Submission of Project Property to the Act. The Developer, as
 owner in fee simple of the project property, in order to create and establish a plan of
 condominium ownership in respect thereto, hereby submits the project property to the
 provisions of, and the condominium established by, the Uniform Condominium Act of the
 State of Texas. The Developer intends, and declares through the recording of this
 Declaration, to submit the project property to the condominium established by the Act.

        Section 2.02. Condominium Project. The Condominium Project consists of all
 the real and personal property and improvements thereon which are made the subject of
 this Declaration and are composed of the following:

        (a)    Description of Project Land.

        Lot 7, J. W. Templer Subdivision, a subdivision in Travis County, Texas, according
        to the map or plat thereof, recorded in Volume 3, Page 188 of the Plat Records of
        Travis County, Texas.

        (b)     Description of Project Improvements.

               The improvements located upon the project property consist of five (5)three-

 Condominium Declaration for Kinney Lofts Condominiums                        ---   Page 4 of 26
                                                                                    Page 4 of 26
  Codmnu      Delrto fo Kine Lot Condominiums
              story wood frame with stucco, brick and galvanized aluminum structures, four
              each containing 3 condominium units and one containing 2 units. The
              number of structures may increase by proper exercise of the Development
              Rights reserved herein.

              The placement of the buildings and other improvements is depicted on
              Exhibit "B" attached hereto.

       Plats describing each building and its units by number and expressing the square
footage, location, floor number and position of each condominium unit are shown in the
attached Exhibits "D-1' through "D-12". The maximum number of units that declarant
reserves the right to create shall be thirty-four (34), by proper exercise of the Development
Rights reserved herein.


       (c)      Construction and Marketing Phase.
       At all times during the construction phase of the Condominium Project, Developer
owns all unsold condominium units in the entire Condominium Project (regardless of
whether such condominiums are then completed, under construction, orto be constructed)
for purposes of ownership of undivided interests in the general and limited common
elements in the Condominium Project, and Developer's proportionate representation for
voting purposes in the meeting of the Association of Unit Owners shall include units which
are not completed.


       Section 2.03. Condominium Units. The tract of land described in Section
2.02(a) and the improvements thereon are hereby divided into separate units, each of
which is a fee simple estate, and each of which shall be composed of the separately
designated unit and an undivided one fourteenth (1114) interest in and to the general
common elements and limited common elements, or such fractional interest as may be
established by proper exercise of the Development Rights reserved herein. The maximum
number of units that declarant reserves the right to create shall be thirty-four (34), by
proper exercise of the Development Rights reserved herein.

          (a)     Boundaries and Composition. The boundaries of each unit are the interior
 finished surfaces of the perimeter walls, floor and ceiling. The individual description and
 ownership of each unit shall include the interior construction which is not designed or
 intended for the support, use or enjoyment of any other unit such as, for example, the
  interior room walls and other non-bearing and non-supporting interior partitions, the interior
 floor finish (including carpeting and other floor covering), the finish on wall and ceiling, the
 closets, the interior stairs and stairwells, cabinets and shelves, appliances, the sills and
  molding adjoining the wall, all glass-or glass plate in any window or forming part of any
  wall in or of the unit and all interior and exterior doors of the unit.



 Condorniniurn Declaration for Kinnev Lofts Condorniniurns
     Condoiniu Delrto fa Kine Lot Codmiim                                       ----- Page 5 of 26
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        (b) Shortage or Discrepancy.             It is expressly agreed and each and every
purchaser of a unit, their heirs, executors, administrators, assigns and grantees hereby
agree that the size and dimensions of each unit as set out or shown in this Declaration or
in the survey plats attached as exhibit hereto are approximate and are shown for
descriptive purposes only. The Developer does not warrant, guarantee or represent that
any unit actually contains the area, square footage or dimensions shown by the plat
thereof. Each purchaser and owner of a unit or interest therein agrees that the unit has
been or will be purchased as actually and physically existing at the time such purchase is
closed. Each purchaser of a unit expressly waives any claim or demand against the
Developer or any person whomsoever on account of any difference, shortage or
discrepancy between the unit as actually and physically existing and as it is shown on the
 respective plat thereof which are attached as exhibits hereto. 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
 shall be conclusively presumed to be the boundaries regardless of settling, rising or lateral
 movement of the building, and regardless of variances between boundaries as shown on
the plat and those of the buildings.


       Section 2.04.     Common Elements.

       (a) General Common Elements.                The general common elements shall
consist of all of the project property, as herein above defined in Section 1 .01 (h), except
the individual units, as described in Sections 1 .01 (f) and 2.03 (a) above, and the limited
common elements, as herein above defined in Section 1.01 (1).

     (b)   Limited Common Elements.        The limited common elements of the
Condominium Project consist of those items described in Section 1.01 (1). Limited
common elements may also be an "exclusive use area."

        (c)     Ownership of the Common Elements Each owner of a unit shall own an
 undivided one fourteenth (1/14) interest in the general and limited common elements as
 established herein, or as reallocated by proper exercise of the Development Rights
 reserved herein, and be entitled to the pro rata voting rights allocated to each respective
 unit owned. The percentages of ownership interest in the general and limited common
 elements so allocated to the respective units are based on fourteen units in the project, or
 such increased number of units in the project as may be established by proper exercise
 of Development Rights reserved herein. Such percentages do not reflect or represent the
 selling price or actual value of any unit, and regardless of the price for which any unit may
 be sold or resold or the actual value of any unit, and regardless of any other matter, such
 percentage of ownership and the proportionate representation for voting purposes
 allocated to each unit shall remain fixed and constant, except as established by proper
 exercise of Development Rights reserved herein. The same cannot be changed except
 by written consent of each and every owner and mortgagee of a unit or except by proper
 exercise of Development Rights reserved herein in this Condominium Project, duly
 Condominium Declaration for Kinney Lofts Condominiums                             Page 6 of 26
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 cbndami&Fum Declaration for Kinney LoftsCondominiums
executed, acknowledged and filed for record as a partial amendment to this declaration.
Said ownership interest in the general and limited common elements shall remain
undivided and shall not be the object of an action for partition or division of the co-
ownership so long as the project property is suitable for a condominium and in any event,
all mortgages must be paid prior to the bringing of any action for partition, or the consent
of all mortgagees to such action must be obtained. Any covenant to the contrary shall be
void. The percentage ownership interest in the general and limited common elements
allocated to each unit shall not be separated therefrom or separately sold, conveyed,
encumbered or otherwise separately disposed of, and each interest in the general and
limited common elements shall follow the respective unit to which it is allocated, and shall
be conveyed or encumbered with its respective unit to which it is allocated even though the
description in the instrument of conveyance or encumbrance shall refer only to the unit.

       (d)    Use of General and Limited Common Elements.

              (1)    Regulation by Board. No person shall use the common elements
or any part thereof in any manner contrary to or not in accordance with such rules and
regulations pertaining thereto as from time to time may be adopted by the Board. Without
in any manner intending to limit the generality of the foregoing, the Board shall have the
right but not the obligation, to promulgate rules and regulations limiting the use of the
common elements to and by owners and their respective families, tenants, guests, invitees
and servants, as well as to provide for the exclusive use by an owner and his guests, for
specific occasions, of all common elements, recreational areas or facilities. Such use may
be conditioned upon, among other things, the payment by the owner of such assessment
as may be established by the Board for the purpose of defraying cost of the use thereof.
The Board may also establish and assign suitable portions of the general common
elements as restricted use areas and exclusive use areas, as defined herein.

                (2) Right to Use the General and Limited Common Elements, Subject
to the rules and regulations from time to time promulgated by the Board, all unit owners
shall have the right to use and enjoy the common elements, in common with all other unit
owners, for the purposes for which they were intended and as may be required for the
purposes of access to and egress from and use, occupancy, and enjoyment of, the
 respective unit owned by such unit owner in such manner as will not restrict, interfere,
 hinder or impede the use thereof by the other unit owners, except as follows: (i) Each unit
 owner is hereby granted an exclusive and irrevocable license and easement to use, occupy
 and enjoy, as the case may be, any exclusive use area appurtenant to his respective unit;
    The use of grass or landscape areas, walks and walkways, auto entrance, and parking
 (6i)
 shall be under the sole control and management of the Board, which may (without limiting
 the generality of the foregoing) (1) determine the use of such areas, and change such use
 from time to time; (2) provide for the maintenance1 upkeep, designation, signage for such
 areas; (3) deny access to such areas; and (4) exercise such other rights as it may find
 necessary to assure that such areas be used and maintained in the manner which will
 contribute to the best interest of all the owners. Such rights to use the common elements

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 condominium Declaration for Kinney Lofts Condominiums
 Condominium Declaration for Kinney Lofts Condominiums                           Page 7 of 26
shall extend to each unit owner, the members of the immediate family of each unit owner,
the lawful occupants of each unit, and the guests, tenants, and visitors of each unit owner.

     Section 2.05. Easements.           Each unit shall have and be subject to the following
easements:

       (a)    General Common Elements.             Each unit shall have appurtenant thereto
nonexclusive easements in the general common elements designed for such purposes as
ingress to, egress from, utility services for and support of such unit.

       (b)   Limited Common Elements.         Each unit shall have appurtenant thereto
an easement in the limited common elements, subject to the exclusive or limited use of the
limited common elements as provided in the Declaration, Exhibits, Bylaws, or Board
Regulations.

       (c)     Support. Each unit shall have appurtenant thereto an easement in all other
units in the building for support.

        (d) Utilities. An easement shall exist in each unit and each portion of the
common elements for the benefit of each unit owner, municipality and utility company for
the installation, maintenance, repair, removal or replacement of any and all utility lines,
pipes, wires, conduits, facilities and equipment serving the project as a whole or any
 individual unit, and the ownership of the unit and interest in the common elements shall be
 subject to such easements. The Board may hereafter grant easements for utility purposes
 for the benefit of the project property, including the right to install, lay, maintain, repair and
 replace water mains and pipes, sewer lines, gas mains, telephone wires and equipment,
 electrical conduits, cable and wires over, under, along and on any portion of the common
 elements; and the ownership of the units and interest in the common elements shall be
 subject to such appurtenant easements.

        (e) Access. The Developer, the Association, the Board and their delegates
 shall have the right to enter and inspect each unit and to remove violations of the
 provisions of this Declaration, the Bylaws, and the rules and regulations promulgated by
 the Board and to maintain, repair and replace the general and limited common elements
 in each unit or elsewhere.

          (f)   Easements to Run With Land. All easements and rights described herein
 are easements appurtenant, running with the land, perpetually in full force and effect, and
 at all times shall inure to the benefit of and be binding upon the Developer, its successors
 and assigns, and any owner, purchaser, mortgagee and other person having an interest
 in the project property or any part or portion thereof.

       Section 2.06. Easements For Encroachments. If any portion of the general
  common elements encroaches upon a unit or units, a valid easementforthe encroachment

    Codmnu Declaration fo :ine Lot odmnim                                                  eo2
  Condominium Delrto for Kinnev Lofts Condominiums                                     Page 8 of 26
and for the maintenance of same, so long as it stands, shall and does exist. If any portion
of a unit encroaches upon the general common elements, or upon adjoining, unit or units,
a valid easement for the encroachment and for the maintenance of same, so long as it
stands, shall and does exist. Such encroachments and easements shall not be considered
or determined to be encumbrances either on the general common elements or on the units.
In no event shall an easement for any encroachment be created in favor of any unit owner
if such encroachment occurred due to the willful conduct of said owner. in the event the
building or any part thereof is totally or partially destroyed, and then rebuilt, the owners of
the units agree that all encroachments of or upon the common elements and facilities due
to reconstruction shall be permitted and that a valid easement for said encroachment and
the maintenance thereof shall exist.

       Section 2.07. Plan of Condominium Ownership. Each owner of a unit shall
individually and separately own such unit as described in Section 2.03 above, in fee
simple, and shall own as a tenant in common the one fourteenth (1/14) undivided
percentage interest in the common elements allocated to such unit as established herein
or as re-allocated and established by proper exercise of Development Rights reserved
herein. Said unit and undivided percentage interest in the common elements shall
constitute a "Condominium Unit." The undivided interest in the common elements allocated
to each unit shall not be partitioned or separated therefrom and shall not be separately
conveyed, encumbered or otherwise disposed of.

         Section 2.08. Covenants and Conditions. The Condominium Project, each
unit and all interests in general and limited common elements are expressly subject to:
(i) all provisions of this Declaration, its exhibits, and all amendments thereto; (ii) the
governing documents, rules and regulations of the Association and Board; (iii) the
easements declared, granted and reserved in this Declaration; (iv) all restrictions,
covenants, conditions, easements, encroachments, landowner agreements, if any, or
outstanding mineral interests affecting the Condominium Project; and (v) the rights, if
any, of the State of Texas and the public to the use of any portion of the Condominium
Project.
                                      ARTICLE IlIl
                        ADMINISTRATION OF PROJECT PROPERTY

        Section 3.01.    Association of Unit Owners ("Association").

        (a)    Authority.      The common elements shall be administered and the
 Condominium Project shall be governed by an Association of Unit Owners ("Association"),
 which must be organized as a profit or nonprofit corporation. The Association shall act for
 the benefit of all unit owners to provide for the protection, preservation, maintenance and
 repair of the common elements. Pursuant to this authority, the Association shall be
 administered and managed by a Board of Directors consisting of three (3) Board members
 elected annually at the annual meeting the Association. In the event of addition of land
 and units by exercise of Development Rights reserved herein, the Association Board of

 Condominium Declaration for Kinnev Lofts Condominiums                             Page 9 of 26
 Condominium Declaration for Kinney Lofts Condominiums                             Paoe9of26
Directors shall automatically be increased to five (5) Board members elected annually at
the annual meeting of the Association. The Association shall have the authority to acquire
and own any condominium unit together with its undivided interest in the common
elements, in fee simple.

      (b)     Membership. Each unit owner, including Developer so long as Developer
owns a unit, shall be entitled to membership in the Association. Should an owner cease
to own a unit, that membership shall automatically terminate. Upon any transfer of
ownership of any unit, the new unit owner(s) shall automatically succeed to such
membership in the Association.

       (c)    Incorporation. The Association of Unit Owners shall be a profit or nonprofit
corporation. All Association affairs shall be governed by the provisions of the Declaration
and the Bylaws and amendments thereto, adopted by the Board of Directors and members
of the Association. The Condominium Project shall be subject to and governed by such
instruments and by such rules and regulations as shall be adopted, published and
amended by the Board of Directors from time to time.

       (d)    Bylaws. The initial Bylaws, which are hereby adopted by the Developer as
sole owner of the project property and sole member of the Association are attached hereto
and are made a part hereof for all purposes. The Bylaws may be amended from time to
time in the manner therein provided or as provided by law.

        (e)     Membership Voting Rights. The owner of each unit or the legally
authorized representative and proxy shall be entitled to vote a one-fourteenth (1/14)
interest at all meetings of the Association, maximum voting strength being fourteen (14),
except as to Developer as set out herein. In the event of addition of land and units by
exercise of Development Rights reserved herein, the maximum voting strength shall
automatically be increased and each unit shall vote according to the fractional interests as
allocated and established in such amendment. So long as Developer owns any unit in the
Condominium Project, Developer shall be entitled to vote ten (10) votes per unit until
 Developer has sold all units originally built by Developer. The purpose of the foregoing
 is to give control of the Project Property to Developer during the Construction and
 Marketing Phase for an orderly construction and initial operation of the Project Property.
 In the event a unit shall be jointly owned by more than person, then the voting rights
 allocated to such unit shall be exercised by the joint owners, acting jointly. The Developer,
 through any officer or representative, may exercise the voting rights with respect to unsold
 units while owned by the Developer.

         (f)    Association Voting Rights. Voting rights attributable to any unit which
 shall have been acquired by the Association shall, while owned by the Association, be
 entitled to be represented at meetings of the members of the Association for purposes of
 determining the existence of a quorum, and shall be exercised and voted as directed by
 the Board of Directors of the Association at such meeting. Units owned by the Association
 shall be subject to assessment while owned by the Association.
 Condominium Declaration for Kinney Lofts Condominiums                            Paae 10 of 25
                                                                                  Pane 10 of 25~~~~
                         Condominium Condominiums
                                     Declaration
                         for Kinney Lofts                                               =
      Section 3.02.     Board of Directors.

        (a)    Authority and Number. The Association shall elect a Board of Directors
(referred to herein as the "Board"), to consist of three (3) members who shalt serve in such
office, without pay or compensation, for such term as specified in the Bylaws. In the event
of addition of land and units by exercise of Development Rights reserved herein, the
Association Board of1Directors shall automatically be increased to five (5) Board members.
Board members shall be elected annually at the annual meeting of the Association owners
of this project. Such Board shall manage the affairs of the Association and it shall have
such powers, duties, functions, authority and responsibility as shall be specified in said
Bylaws or this Declaration or as may be delegated to it from time to time by the
Association.

      (b) Initial Directors.   The initial Board shall consist of the following directors:
Richard E. Coons, Jr. and Timothy A. McIntyre.

       (c)     Liability and Release of Directors.       The members of the Board of
Directors and officers of the Association shall not be liable to any Owner, or any person
claiming by or through any Owner for any act or omission of such Director or officer in the
performance of the duties except if such act or omission shall involve gross negligence,
bad faith or reckless disregard of the duties, and the Association shall have the power to
indemnify all such Directors and officers from all claims, demands, actions and
proceedings and any expenses in connection therewith, except if such Director or officer
be judicially declared to have acted in a grossly negligent manner, with bad faith, or in
reckless disregard of their duties. The Association and its officers and directors shall not
be liable to unit owners, their tenants, and persons on the property at their invitation or with
their permission, for property damage, personal injuries or harm resulting at any time from
negligent conduct of the Association officers, directors, employees and agents relating to
enforcement or non-enforcement of the Association's Declaration, Bylaws, or Rules. This
includes, but is not limited to, any Declaration provisions, Bylaws, or Rules regarding
animal leash requirements, animal feces control, storage, traffic signs, vehicle parking,
common area lighting or use management, common area security, utility failures, or etc.
By acceptance of a deed or lease, owners and tenants, as well as persons on the property
at their invitation or with their permission, are deemed to have released the Association
and its officers and directors from such liability to the extent authorized by law. The
Association shall Indemnify all such Directors and Officers from all claims, demands,
actions and proceedings and any expenses in connection therewith.

                3.03. Professional Management. To facilitate management of the Property
 and administration of Association business, the Board of Directors may contract with a
 Manager or Management Company, provided, however, that a management agreement
 shall in no event exceed a period of three (3) years, renewable by agreement of the parties
 thereto for successive one (1) year periods only, and shall be subject to termination with
 or without cause and without payment of a termination fee upon not more than thirty (30)
 days' written notice.
 Condominium Dedaration for Kinnev Lofts Condominiums                               Page 11 of 26
     codoinu   Delrto fo Kinne Loft Codmiim                                         Pan 11:of 26
                                         ARTICLE IV
               RIGHTS, PRIVILEGES, OBLIGATIONS AND LIABILITIES

         Section 4.01.    Liability for Common Expenses.         Each unit owner shall be
liable for a pro rata share of the common expenses, according to the fractional interests
of each unit as established herein or as amended, to the extent that same shall be
assessed againstthe owners from time to time by the Association. The common expenses
shall include, but shall not be limited to, all expenses incurred by the Association in
performing its duties, obligations and services authorized or required hereby or by the
members of the Association, administrative expenses of the Association, all expenses or
expenditures incurred bytheAssociationforrepair, replacement, construction, acquisition,
maintenance or operation of common elements, reserves for proper purposes, costs of
enforcing this Declaration, applicable Bylaws, rules and regulations or the rights of the
Association or its members, professional fees, including indemnity of officers and directors,
 utilities and such other expenses as shall be authorized by the Association. The
Association is authorized to collect from time to time as a part of the common expenses
 from the unit owners an amount of money equal to the--deductible amounts, if-any,
 specified in the insurance policy or policies insuring the building, structure and Individual
 units of the Condominium Project and the Association is authorized to enter into
 agreements with the mortgage companies who hold mortgages on individual units with
 respect to the depositing of this fund and the use of such fund in case of damage to the
 Condominium Project.

        Section 4.02.      Assessments. The Association shall have the power to assess
the owners of the units for their respective shares of common expenses and otherwise as
herein provided. The making and collection of assessments against unit owners for
common expenses shall be subject to the Bylaws and to the provisions herein set forth.
Each unit owner shall be liable for and shall pay a pro rata share of the common expenses
to the extent that the same shall be assessed against the owners from time to time by the
Association, and shall have a pro rata share in the common fund, if any, according to the
fractional interests of each unit as established herein or as amended. Assessments and
 installments thereon shall be paid on or before ten (10) days after the date when due and
 shall bear interest at the rate of ten percent (10%) per annum thereafter. All owners who
 have not paid the full amount of assessments due on or before ten (10) days after the date
 when due shall pay a late fee to be set by the Board from time to time, in addition to the
 assessment. All payments upon account shall be first applied to late fee and interest and
 then to the assessment payment first due. Should the Association incur any legal
  expenses, including attorneys' fees and court costs, to enforce any rights of the
  Association against a unit owner (including but not limited to collection of delinquent
  assessments), such unit owner shall be liable to the Association for such expenses, and
  the Association may recover those expenses.

       Section 4.03. Common Fund. All funds collected from assessments of the unit
 owners, all funds otherwise received from the unit owners proportionately, and all funds

                                                                                   Page 12 of 26
  Condominium Declaration for Kinney Lofts Condominiums
              Declaration for Kinney Lofts Condominiums                            Page 12 of 26
received for the use and benefit of, or the account of, the unit owners (whether derived
from insurance proceeds or other source) shall constitute the common fund and shall be
held, administered and accounted for by the Association as trustee for the benefit of all unit
owners in the Condominium Project. The common fund shall be the property of the unit
owners, in their proportionate share, and shall constitute a part of the general common
 elements appurtenant to all units of the Condominium Project. The Association is hereby
 emnowered to delegate the collection of all charges and assessments for common
 expenses to parties who shall hold such funds as part of the common fund. The common
 funds collected by the Association shall be held in a separate account or accounts in one
 or more depositories selected by the Association.

        Section 4.04.      Disbursements Froin the Common Fund. The Common Fund
shall be administered and disbursed by the Association according to the terms of this
Declaration and the Bylaws attached hereto and as may hereafter be determined by the
Association from time to time. In addition to other uses authorized herein or by Association
members, the Common Fund may be expended in payment of all charges, costs and
expenses incurred by the Association for or in connection with the administration of the
project, including, without prejudice to the generality of the foregoing, operation of the
project and maintenance, repair, rebuilding, and restoration of the common elements and
any additions and alterations thereto, all labor, services, materials, and equipmenttherefor;
all liability whatsoever for loss or damage arising out of or in connection with the common
elements, or any accident, fire or any nuisance thereon; utility charges; premiums for fire
and extended coverage and liability insurance required herein with respect to the project;
expenses for landscaping and care of grounds; garbage collections; legal and accounting
fees including indemnity of officers and directors; management fees; the payment of any
 deficit remaining from a previous period; the creation of a reasonable contingency or other
 reserve or surplus funds as well as other costs and expenses relating to the general
 common elements; all of which shall constitute common expenses for which unit owners
 shall be severally liable in proportion to their respective common interest.

          Section 4.05. Lien for Assessments. No unit owner may exempt himself from
 liability for his contribution toward the common expenses by waiver of the use or enjoyment
 of any of the common elements or by abandonment of his unit. All sums chargeable as
 common expenses to any unit, but unpaid by the unit owner, shall constitute a lien against
 such unit prior to all other liens, except only (i) liens for taxes and assessments lawfully
 imposed by governmental authority against such unit, and (ii) liens for sums unpaid on
 mortgages of record prior to the date the assessments accrued. Such lien may be
 foreclosed by suit by the Association of Unit Owners or the Board of Directors on its behalf,
 in like manner as a deed of trust of real property having all the usual and customary
 foreclosure provisions. A suit to recover a money judgment for unpaid common expenses
 shall be maintainable without foreclosing or waiving the lien securing payment of such
  expenses. The lien shall extend to secure payment of all other expenses, including
  reasonable attorney's fees, incurred by the Association incident to the collection of such
  assessments or enforcement of such lien.


  Condominium Declaration for Kinney Lofts Condominiums                            Page 13 of 26
  Condominiuropeciaration for Kinney Lofts Condominiums                            Page 13 of 26
       Section 4.06. Maintenance! Alteration and Improvement. The Association
shall maintain, repair, replace and improve all general and limited common elements at the
expense of the Association through the Common Fund. However, the cost of repairing or
replacing a common element due to the negligence, misuse or neglect of a unit owner shall
be borne solely by that owner. Each owner shall repair, replace and maintain at his sole
expense all portions of his unit which are not general or limited common elements. Each
owner shall maintain, repair and replace, also at his sole expense, exterior doors and
windows of his unit, including garage doors, but no owner may decorate or change the
exterior appearance of any building. No individual or group may make any alterations in
the portions of a unit or building which are to be maintained by the Association, or remove
any portion thereof, or make any additions thereto, or do anything to jeopardize the safety
or soundness of the building, or impair any easement, without first obtaining approval in
writing of the Board. A copy of detailed plans for all of such work shall also be filed with
the Board prior to the commencement of work.

        Section 4.07. Decorating. Each unit owner shall furnish and be responsible
for, at his own cost and expense, all of the decorating within his own unit from time to time,
including ceilings, painting, wall papering, paneling, floor covering, draperies, window
coverings, lighting and light fixtures, and other furnishings and interior decorating. Each
unit owner shall own the finished interior surface of the perimeter walls, floors and ceiling
which constitute the boundaries of his unit and shall be responsible therefor and maintain
the same in good condition at his own expense. Each unit owner shall also own all
windows and glass within his unit or forming part of the perimeter walls and shall be
responsible for the repair and replacement thereof. Decorating of the common elements
 (other than interior surfaces within the apartments) shall be furnished by the Association
or by the Board as part of the common expense.

        Section 4.08.      Utilities. Each unit ownershall be individually responsible for and
shall pay for all telephone, cable TV or service, electricity, water, wastewater, gas and all
other utility services furnished to his unit which are separately metered or billed by the
respective utility companies or other partyfurnishing same. Utilities not separately metered
or billed to the individual units shall be part of the common expenses, and each unit owner
shall pay his pro rata part thereof as in the case of other common expenses.

       Section 4.09. Separate Taxes. Taxes, assessments and other charges of the
state or any political subdivision, or of any special improvement district, or any othertaxing
or assessing authority, shall be assessed by such authorities against and collected on each
individual unit, which shall include its percentage of the common elements, each of which
shall be kept on the tax rolls as a separate and distinct entity for that purpose, and not on
the property as a whole, as more particularly provided for in the Act. Each unit owner shall
be individually responsible for payment of such separate taxes, assessments and charges.

        Section 4.10.      Mortgage Protection Clauses.

        (a)    Separate Mortgages.            No unit owner shall have the right or authority to
 Condominium Declaration for Kinney Lofts Condominiums                              Page 14 of 26
 Condominium Declaration for Kinne Lofts Condominiums                               Page 14 of 26
make or create or to cause to be made or created any mortgage, encumbrance or lien on
or affecting the project property or any part thereof, except only to the extent of his
individual unit which includes his respective undivided interest in the common elements.

        (b) Rights of Lenders.              No breach of any of the covenants, conditions and
restrictions contained in this Declaration, nor the enforcement of any lien provisions herein,
shall render invalid the lien of any Mortgage on. any Unit made in good faith and for value,
but all of said covenants, conditions and restrictions shall be binding upon and effective
against any Owner whose title is derived through foreclosure or trustee's sale, or otherwise,
unless otherwise provided herein. If an Owner's First Mortgagee has requested notice of
default, the Association shall notify an Owner's First Mortgagee, in writing, of any default
by such Owner in the performance of such Owner's obligations as set forth in this
Declaration which is not cured within sixty (60) days of the default.

       (c)    Changes Requiring LenderApproval. TheAssociation shall not be entitled,
without approval of at least seventy-five percent (75%) of the first lien Mortgagees who
have requested the Association to notify them of any proposed action that required the
consent of a specified portion of first lien Mortgagees to:

              (i)     By act or omission, abandon or terminate the Condominium Project
without prior written approval of all mortgagees; or

              (ii)   Use hazard insurance proceeds for losses to any property on the
Project (whether to Units or to Common Elements) for other than the repair, replacement
or reconstruction thereof, except as otherwise provided herein or by the Act; or

               (iii)  Materially amend the Project Documents without approval of at least
sixty-seven percent (67%) of the first lien Mortgagees who have requested the Association
to notify them of any proposed action that requires the consent of a specified portion of first
lien Mortgagees. A change to any of the following would be considered as material:

                       (a) voting rights;
                       (b) assessments, assessment liens, or subordination of assessment
                           liens;
                       (c) reserves for maintenance, repair and replacement of the
                           Common Elements;
                       (d) responsibility for maintenance and repairs;
                       (e) reallocation of interests in the Common Elements, or rights to their
                            use except by the proper exercise of Development Rights
                            reserved herein;
                       (f) boundaries of any Unit;
                       (g) convertibility of Units into Common Elements or vice versa;
                       (h) expansion or contraction of the Project, or the withdrawal of
 Condominium Declaration forKinneyLofts   Condominiums                       -
 Condominium Declaration for Kinne Lofts Condominiums
                                                                                   Page 15o126
                                                                                   Page 15 of 26
                        property to or from the Project, except by the proper exercise of
                        Development Rights reserved herein;
                    (i) insurance or fidelity bonds;
                    G) imposition of any restrictions on a Unit Owner's right to sell or
                         transfer such Owner's Unit;
                    (k) a decision by the Owners' Association to establish self
                        management when professional management had been
                        required previously by a first lien Mortgagee;
                    (1) restoration or repair of the Project (after a casualty or partial
                        condemnation) in a manner other than that specified in the
                        Project Documents;
                    (m) any action to terminate the Project according to the Act after
                        substantial destruction or condemnation occurs; or
                    (n) any provisions that expressly benefit Mortgagees, or insurers or
                        guarantors of Mortgages.

      Section 4.11.      Blanket, All Risk Property Insurance. The Association and its
Board shall obtain and continue in effect blanket, all risk property insurance to insure the
buildings, structures and units in or on the project property and the owners thereof, against
risks of loss or damage by fire and other hazards as are covered under standard extended
coverage provisions in such amount, and with such deductibles, as the Board shall deem
advisable, and insurance against other risks of whatever character as the Board shall
deem advisable, without prejudice to the right of each apartment unit owner to insure the
individual unit or the contents thereof on its own account and for its own benefit. Such
blanket, all risk insurance shall be written in the name of, and the proceeds may be
payable to the Association or to any person designated by the Association, as trustee for
each unit owner and mortgagee of each unit in proportion to their respective interests in
the common elements, and additionally as individually specified per unit, or both. Such
 policy shall contain a waiver of the right of subrogation against unit owners individually.
 Insurance proceeds shall be paid to the Association as trustee for each unit owner and
 mortgagee. Proceeds shall be held by the Association in trust for the benefit of unit owners
 and their first mortgage holders. Each unit owner, and mortgagee, if any, shall be a
 beneficiary of such insurance in proportion to the ownership interest in the common
 elements as established by this Declaration, even though notexpressly named inthe policy
 of insurance as an insured or beneficiary. All costs, charges and premiums-for-such
 blanket insurance shall be a common expense and each owner shall pay the pro rata part
 thereof as in the case of other common expenses. Said insurance policy shall, if possible,
  contain no "other insurance' clause so that proceeds recoverable under individual policies
  will be cumulative of proceeds recoverable under the blanket policy acquired by the
 Association and Board. The proceeds from all blanket insurance shall be held by the
  designated beneficiary as a part of the Common Fund and shall be used and paid out as
  hereinafter provided, consistent with the Act. The Board shall furnish notice to owners of


condominium Declaration for Kinney Lofts Condominiums                            Page   16 of 26
Condominium Declaration for Kinney Lofts Condominiums                            Page 16 of 26
the policy limits of insurance coverage carried so owners may personally increase the
insurance coverage on their apartments as desired.

       Section 4.12. Individual Insurance. Each unit owner shall be responsible at
its own personal expense and cost for personal insurance on the contents of each unit
owned and the additions and improvements thereto, and decorations, furnishings and
personal property therein, and personal propeity stored elsewhere on the project property
and for personal liability not covered by liability insurance for all the unit owners obtained
as a part of the common expenses.

       Section 4.13. Public Liability and Other Insurance. The Association and its
Board shall obtain and continue in effect comprehensive public liability insurance and such
other types of insurance in such limits as it shall deem desirable, insuring each unit owner
and the Association and its Board from and against liability in connection with the common
elements. All costs, charges and premiums for all such insurance shall be a common
expense. Said insurance policy shall, if possible, contain no "other insurance" clause so
that proceeds recoverable under individual policies will be cumulative of proceeds
 recoverable under a blanket policy acquired by the Association and Board, or either the
Association or Board.

        Section 4.14.      Repair or Reconstruction After Fire or Other Casualty.

        (a) Any portion of the condominium for which insurance is required that is
damaged or destroyed shall be promptly repaired or replaced by the association unless the
condominium is terminated, repair or replacement would be illegal under any state or local
health or safety statute or ordinance, or at least one hundred percent (100%) of the unit
owners and their respective mortgagees as applicable, including each owner of a unit or
assigned limited common element that will not be rebuilt or repaired, vote to not rebuild.
A vote to not rebuild does not increase an insurer's liability to loss payment obligation
under a policy, and the vote does not cause a presumption of total loss. The cost of repair
or replacement in excess of the insurance proceeds and reserves is a common expense.
If the entire condominium is not repaired or replaced, any insurance proceeds attributable
to the damaged common elements shall be used to restore the damaged area to a
condition compatible with the remainder of the condominium, the insurance proceeds
attributable to units and limited common elements that are not rebuilt shall be distributed
to the owners of those units and the owners of the units to which those limited common
elements were assigned, or to their mortgagees, as their interests may appear, and the
 remainder of the proceeds shall be distributed to all the unit owners as their interest may
 appear. If the unit owners vote to not rebuild any unit, that unit's allocated interests shall
 be automatically reallocated on the vote as if the unit had been condemned, and the
 association shall prepare, execute, and record an amendmentto the declaration reflecting
 the reallocation.




  Condominium Declaration for KinneLofts Condominiums                              Page 17 of 26
  Condominium Declaration for Kinney Lofts Condominiums                            Page 17 of 26
       (b)    If such insurance indemnity or proceeds collected shall exceed the total cost
of such reconstruction or repair, then unless the contract of insurance or the Bylaws, as
existing or hereafter amended, shall specify otherwise, the Board or other agent or person
named as trustee in the policy of insurance and collecting said proceeds, shall pay over
such excess as follows:

              (1)}   If the damage, injury or destruction affected oniy the common
       elements and no part of any individual unit suffered any injury, damage or
       destruction, as determined by the Board, then such excess shall be paid to the unit
       owners and their respective mortgagees, if any, according to their respective
       interests in the common elements as established in this Declaration.

               (2)    In the event the damage, injury or destruction does not affect or
       extend to any of the common elements and affects only individual units as
       determined by the Board, then such excess shall be paid over to the unit owners
       suffering such damage or destruction and their respective mortgagees, if any, as
       their respective interests may appear.

               (3)     In the event the damage, injury or destruction affects both common
       elements and any individual unit, then a percentage of such excess in the proportion
       that the total cost of repairing or restoring the common elements, as determined by
       the Board, bears to the total cost of repairing and reconstructing all of the property
       injured, damaged or destroyed, shall be paid over to all of the unit owners and their
       respective mortgagees in the ratio of their respective interest in the common
       elements as established in this Declaration, and the remainder of such excess shall
        be paid over to the unit owner or owners suffering such damage, injury or
        destruction, and their mortgagees, as their respective Interests may appear.



                                ARTICLE V
           RESTRICTIONS, COVENANTS, CONDITIONS AND LIMITATIONS

        Section 5.01.     Unit Use Restrictions. The use of all units and of the project
 property are subject to the following restrictions.

        (a)     Nuisances. No nuisances shall be allowed upon the project property, nor
 any noise, odor, exterior lighting, use or practice permitted which is the source of
 annoyance to residents or which interferes with the peaceful possession and proper use
 of the property by its residents. All parts of the property shall be kept in a clean and
 sanitary condition, and no rubbish, refuse or garbage shall be allowed to accumulate nor
 any fire hazard allowed to exist. The existence of a nuisance shall be conclusively
 determined by a majority of the Board in its sole discretion and may include, but not be
 limited to, animals or children, bicycles or toys. Barking dogs and animal feces shall be

 Condominium Declaration for Kinney Lofts Condominiums                            Page 18 Lof 26
 Conomiiu Delaato fo inne Lot odmnusPq                                                   8f2
deemed a nuisance upon the project property. Outside storage visible from a public street
or visible from any portion of the project property shall be deemed a nuisance. No exterior
loudspeakers or flashing lights shall be allowed upon the project property. Garbage
containers shal not remain inthe street or otherwise exposed except on scheduled pickup
days.

        Ihe   l rsev&.i      Noimrmoral, improper, offensive or unlawful use shall be made
                              'e.
of the project property or any part thereof; and ail laws, zoning ordinances and regulations
of all governmental bodies having jurisdiction thereof shall be observed. The responsibility
of meeting the requirements of governmental bodies which require maintenance,
modification or repair of the Condominium Project shall be the same as the responsibility
for the maintenance and repair of the property concerned.

          (c)   Uses Allowed. Each unit small be used and occupied only for residential
and home office purposes. Residential purposes shall include the right to have such unit
used as temporary housing accommodations on a rental basis by Developer until such unit
is first sold. To prevent financial hardship, a unit owner may temporarily lease a unit upon
written approval of the Board. As a condition of obtaining Board approval, every such
lease must provide the following: (i) that the lessee is bound by all provisions of the
Declaration, Bylaws, Rules and Regulations; (ii) failure of lessee to so comply will
constitute a default under the lease; (iii) the Board may bring an action to evict the lessee
for violation of the declaration, bylaws, or rules of the Association or for damage to the
common elements; and which shall be governed by Paragraph () hereof. Under no
 circumstances shall the Board approve a lease which would result in greater than thirty-
 nine percent (39%) of the units being leased.

        (d)    Restrictions. No residential unit shall be used or occupied for any
 commercial purpose; provided, however, this restriction shall not apply to use by
 Developer, which shall be governed by Paragraph () hereof. No garage sales or estate
 sales shall be permitted.

       (e)     Alterations. No unit shall be altered, remodeled, subdivided or converted
 into more than one housing accommodation without the approval of the Board. No unit
 owner shall make any improvement or alteration which (1) impairs the structural integrity
 or mechanical systems, (2) lessens the support of any portion of the condominium, (3)
 changes the appearance of the common elements, or (4) changes the exterior appearance
 of a unit, or the appearance of a garage door. Satellite dishes, for direct TV or other
 purposes, shall be installed only in the unit's exclusive use area, so as not to be visible
 from Kinney Avenue or the common driveways.

        (f)    Advertising. No signs or posters of any kind visible from outside the units,
 shall be placed on any unit or the limited and common elements by any owner. This
 provision shall not apply to Developer. The only sign which will be allowed on the property
 is a brochure box. The Board must decide the location of the brochure box and approve
 the design of the brochure box.
 Condominium Declaration for Kinney Lofts Condominiums                           Page 19 of 26
      Codmnu   Delrto fo Kin       Lot Codmiim                                   Pag 19 of 25
         (g) Parking. No boat, personal water craft, boat trailer, house trailer, camper
trailer, recreational vehicle, truck with a wheel base greater than 120 inches, or commercial
vehicle shall be parked on the Project property for a period of time exceeding 24 hours
unless inside an enclosed garage. Parking spaces shall be assigned by the Association
to each individual Unit as an Exclusive Use Area. Additional parking restrictions shall be
established and enforced by the Association. Any vehicle in violation of parking restrictions
shall be towed off the premises at the direction of the Association,

       (h) Animals and Pets. No pets other than household domestic pets shall reside
within a unit with the unit owner. The number of pets residing within a unit shall be limited
to the maximum number, in the opinion of a majority of the Board, as will not constitute a
nuisance. Any pet not inside a unit must be leashed and the leashed pet controlled by a
responsible adult. Each pet owner shall remove all pet feces from any portion of the
common elements. Barking dogs shall be deemed a nuisance. Upon application, the
Board may grant an exception for guide animals for disabled persons. If an animal or unit
owner is in violation of these restrictions, the Board may remove the animal from the
project property and place the animal with the local humane society.

       (i)    Developer's Right to Advertise. Developer may maintain a sign on the
project property to advertise or attract attention to the Condominium Project for so long as
Developer owns any unit which is for sale. Notwithstanding anything herein to the contrary,
Developer shall have the right to use any units as "model condominium units" for display
of same to the public and to use any unit as a sales office for so long as it owns any unit
in the Condominium Project which is for sale.

        (j)     Developer's Rights of Use of Units. Notwithstanding other provisions
 hereof, until Developer has completed and sold or leased all of the units, neither the unit
 owners nor the Association nor the use of the project property shall interfere with the
 completion of the contemplated improvements and the sale or lease of the units.
 Developer may make such use of the unsold or vacant units and common elements as
 may facilitate such completion and sale or lease, including but not limited to, maintenance
 of a sales office, the showing of the property and the display of signs.

          (k)     Use of General Common Elements. The general common elements shall
 be used only for the purposes for which they are intended in the furnishing of services and
 facilities for all units. No limited common element shall be fenced, except by order of the
 Board for health and safety purposes. No limited common element shall be used for
 outside storage. Use by owners and Developer of common elements shall be governed
 by these restrictions, covenants, conditions and limitations. No personal property shall be
  allowed to remain or be stored upon common elements except by written order of the
  Board.

         (1)    Regulations to Enforce Restrictions, Covenants, Conditions and
 Limitations. The Board shall promulgate regulations to enforce the above stated
 restrictions, covenants, conditions and limitations, and, in addition, shall promulgate other
                                                                                  -        e   rE r


 Condominium Declaration for Kinney Lofts Condominiums
                                                          -

                                                                                  Page 20 OT 20
 cond6rrihium Declaraflon for Kinney Lofts condominiums                           Page 2U CT 20
reasonable rules and regulations concerning the use of the project property which from
time to time may appear to them to be necessary. Rules and regulations so published may
be revised, amended or revoked by the Board at any Board meeting and such amendment,
revisions, or revocation shall be effective 10 days after the Association delivers to the
Owner of each Unit notice of same.

                                    ART ICLE VI
                        SALE, LEASING OR OTHER ALIENATION

        Section 6.01. Responsibility of Transferees for Unpaid Assessments.
        Upon the transfer of any unit, all unpaid assessments against the transferring owner
for his pro rata share of the common expenses shall be first paid out of the sale price or
by the transferee in preference over any other assessments or charges of whatever nature,
except the following: (a) assessments, liens and charges in favor of the State and any
political subdivision thereof fortaxes past due and unpaid on the unit; and (b)amounts due
 under mortgage instruments duly recorded. In the event that such sum is not collected
 upon sale, the transferee of a unit shall be jointly and severally liable with the transferor for
 all unpaid assessments against the latter up to the time of transfer, without prejudice to the
 transferee's right to recover from the transferor the amounts paid by the transferee
 therefor.

        Section 6.02. Certificate of Assessment.               Any prospective transferee or
encumbrancer of a unit, upon written request being made, shall be entitled to a certificate
from the Board as to the amount of unpaid common expenses, if any, of the subject unit,
and such unit shall not be liable or subject to any lien for any unpnaid assessment in-excess
 of the amount set forth in said certificate for the period of time specified therein.

         Section 6.03. No Severance of Ownership. Neither the appurtenant interests
in the common elements and easements nor the owner's interest in a parking space shall
be severable from the ownership of the unit to which appurtenant, and no attempted or
purported severance of such ownership shall be effective. No owner shall execute any
deed, will, mortgage, lease or other instrument conveying, transferring or mortgaging title
to his unit without including therein the parking space assigned to such unit and
appurtenant common elements and easements, it being the intention hereof to prevent any
severance of such combined ownership. Any such deed, will, mortgage, lease or other
instrument purporting to affect one or more of the parking spaces or such common
elements and easements, without including all such interests, shall be deemed and taken
to include the interest or interests so ornitted, even though the latter shall not be expressly
 mentioned or described therein, or even if a portion thereof shall be purported to have
 been expressly excluded. No part of the common elements and easements of any unit
 may be sold, transferred, leased or otherwise disposed of, except as part of a sale,
 transfer, lease or other disposition of the unit to which such Interests are appurtenant, or
 as part of a sale, transfer, lease or other disposition of such part or the appurtenant interest
 of all units.

 Condominium Declaration for Kinney Lofts Condominiums    _... __ -      __-.-        Page 21 of 26
                                                                                      Page 21 of 26
 Condominium Declaration for KinneLofts Condominiums                  _________
       Section 6.04. Partition. General and limited common elements shall remain
undivided and shall not be the object of an action for partition or division of the co-
ownership so long as suitable for a condominium unless the owners of all Units and all
mortgagees of Units shall otherwise consent in writing.

                                         ARTICLE VIl
                                          REMEDIES

       Section 7.01.      General. In the event of any default by any unit owner under the
provisions of the Act, Declaration, Bylaws or the rules or regulations of the Association or
Board, the Board and/or the Association, or their authorized representative, shall have
each and all of the rights and remedies which may be provided by the Act, Declaration,
Bylaws, or said rules and regulations or which may be available at law or in equity, and
may prosecute any action or other proceeding against such defaulting unit owner and/or
others for enforcement of any lien or to enforce compliance with the particular matter in
respect to which default was made, by injunctive relief or otherwise, or for the collection of
any sums, debts, damages, costs or expenses in default or arising from any such default.
All expenses of the Board or Association or its authorized representative in connection with
any such action or proceedings shall be part of the common expenses and collectible as
other common expenses to the extent not collected from the defaulting unit owner or other
party. The Board shall be further empowered and authorized to correct or cure any such
 matter in default and to do whatever may be necessary for such purpose, and all expenses
 in connection therewith, including attorneys' fees, shall be charged to and assessed
 against such defaulting unit owner and shall be secured in the same manner as
 assessments for common expenses.

        Section 7.02. Injunction.           The violation of any restriction or condition or
regulation adopted by the Board or the Association, or the breach of any restriction,
covenant, obligation, limitation or provision herein contained, shall give the Board the right,
in addition to the rights set forth in the other Sections of this Article to enjoin or remedy by
appropriate legal proceedings, either at law or in equity, the continuance of any breach
If the violation or breach occurs in or on the common elements, the Board shall have the
right to enter upon the property in which or as to which, such violation or breach exists and
to summarily abate and remove, at the expense of the defaulting owner, any structure,
thing or condition that may exist thereon contrary to the intention and meaning of the
 provisions hereof, and Developer or its successors or assigns, or the Board, or its agents,
 shall not thereby be guilty of, trespass.

        Section 7.03. Foreclosure of Liens. All liens for assessments made by the
Association or by the Board when authorized to do so as aforesaid, shall be prior to other
liens, except that such liens for said-assessments shall be subordinate, secondary and
inferior, and the same are hereby expressly made subordinate, secondary and inferior to
(a) all liens for taxes or special assessments levied by the city, county and state
governments or any political subdivision or special district thereof, and (b) liens securing
amounts due or to become due under any mortgage, vendor's lien or deed of trust filed for
 Condominium Declaration for Kinney Lofts Condominiums                              Page_22 of 26
   Codoinu    Delrto.o         ne Lot CodmnusPae2f2
                                   ..
record prior to the date payment of such assessment for common expenses becomes due.
The claim of the Association for assessments and the liens securing such claims shall be
freely assignable. Such lien for assessments herein provided for may be foreclosed,
without prejudice and subject to the aforesaid prior liens by the holder thereof in like
manner as a deed of trust of real property having foreclosure provisions. No such
foreclosure shall affect or impair any such prior liens. The Association shall have power
to bid on the Condominium unit foreclosed upon at any foreclosure sale, and to acquire,
hold, lease, mortgage and convey the same on behalf of the Association.

        Section 7.04. Status After Foreclosure. Upon the sale or conveyance of a
condominium unit, including sales at foreclosure, all unpaid assessments against the
selling owner for his pro rata share of the common expenses and charges shall be first paid
out of the sale price or by the purchaser in preference over any other assessments or
charges of whatever nature except: (i) assessments, liens and charges in favor of state and
any political subdivision thereof for taxes due and unpaid on the units; and (ii) amounts due
under mortgage instruments duly recorded prior to accrual of unpaid assessments.



                                        ARTICLE VII
                                      MISCELLANEOUS

       Section 8121. Amendments. This Declaration may be changed or amended
only with the written consent of the owners of condominium units owning seventy five
percent (75%) of the common elements; provided, however, that the provisions of Article
  of
11 this Declaration may be changed or amended only with the further approval of all unit
owners, mortgagees and other parties having a vested property interest affected by such
amendment or change; and provided, however, that the Developer as owner of any unit
or units, reserves and shall at all times have the unconditional right to amend this
Declaration, without consent or approval of any other unit owner, for the purpose of
correcting any obvious typographical error in this Declaration, orforthe purpose of making
this Declaration comply with the mandatory provisions of the Act, or for proper exercise of
Development Rights reserved herein. Each amendment shall be filed for record in the
same manner as the filing of this Declaration.

                 Section 8.02.    Development Rights. Duri.hg that period beginning with
 the date of first conveyance of a condominium unit by Developer and ending thirty-six (36)
 months following the date of such first conveyance by Developer, Developer reserves the
 right to add Lot 6, J. W. Templer Subdivision, a subdivision in Travis County, Texas,
 according to the map or plat thereof, recorded in Volume 3, Page 188 of the Plat Records
 of Travis County, Texas, to this condominium project with twenty (20) condominium units
 to be built thereon. To exercise a development right, Developer must prepare, execute, and
 record an amendment to the declaration and record new plats and plans for that real
 property. The amendment to the declaration must assign an identifying number to each

 Condominium Deriaration for Kinney Lofts Condominiums                            Page 23 of 26
 Condominium Declaration for Kinney Lofts Condominiums                            Page 23 of 26
new unit created and reallocate the fractional interests among all units. Except for minor
variations due to rounding, the sums of the undivided interests in the common elements
and of the common expense liabilities allocated at any time to all the units shall. equal one,
if stated in fractions, or 100 percent if stated in percentages. The amendment must
describe any limited common elements created, designating the unit to which each is
allocated.

       Section 8.03.      Compliance with FHLMC and FNMA Regulations.

        (a) No amenities or facilities related to the Property shall be subject to any
restriction or reservation in favor of Declarant (or any affiliate of Declarant), nor leased to
the Association or any Owner. The condominium is not a "master" project and is not
associated with any "master" project documents, owner's association (or cooperative
corporation) or similar entity as such terms are used in Part Vill (Project Standards),
Chapter 6 (Legal Guidelines) of the Federal National Mortgage Association ("FNMA")
Selling Guide.

        (b) The Declarant intends that the Project shall comply with all requirements of the
Federal Home Loan Mortgage Corporation ("FMLIMC") and the Federal National Mortgage
Association ("FNMA") pertaining to the purchase by FHLMC and/or FNMA of home loans.
Declarant and all Owners therefore agree that, notwithstanding anything to the contrary
contained herein; in the event the Project or any of the Project Documents do not comply
with the FHLMC and/or FNMA requirements, the Board shall have the power (on behalf of
the Association and each and every Owner), subject to the provisions of the Act, to amend
the Declaration or the Bylaws and/or to enter into an agreement with FHLMC and/or FNMA
(or their designees) to allow the Project to comply with financing eligibility requirements
of FML MC, FNMA, Veterans Administration, Federal Housing Administration, or
comparable federal or state agencies guaranteeing home equity mortgage loans or reverse
home mortgages.

         Section 8.04. Notices. Notices provided for in the Act, Declaration or Bylaws
 shall be in writing and shall be addressed to the Board ortotheAssociation atthe address
 of the Board or its representative which may be established from time to time and of which
 the unit owners shall be notified. Notices to the unit owners shall be sent to the mailing
 addresses of their respective units, or to such other address which any unit owner may in
 writing designate by notice thereof to the Board or its representatives.

         Section 8.05. Severability of Provisions. If any provision of this Declaration
 or in the Bylaws attached hereto or any part thereof or the application thereof in any
 circumstances shall be held invalid or unenforceable, the validity or enforceability of the
 remainder of the Declaration or Bylaws or the application of any such provision or part
 thereof in any other circumstances shall not be affected thereby.

        Section 8.06. Assignment of Rights. Subject to the provisions of 5.01 (c)
 hereof, each unit owner shall have the right to transfer and assign to a tenant of such unit
                                                                        ..........I __   Page 24 of 26
 Condominium Declaration for Kinney Lofts Condominiums
 Condominium Declaration for Kinney Lofts Condominiums           ....                    Page 24 of 26
all or certain rights of the owner under this Declaration with respect to such unit and its
appurtenant interests set forth herein. The assignment and transfer of such rights
(including membership and voting rights inthe Association) shall be evidenced bythe lease
agreement or other written agreement between the owner and such tenant, and a copy
thereof shall be furnished to the Board. Upon receipt of such written authority by the
Board, such tenant shall be entitled to exercise those rights of the owner transferred and
assigned in such lease or other written agreement so long as the tenant is the lessee of
such unit.

       Section 8.07. Omissions. In the event of the omission from this Declaration
of any provision or stipulation which shall be vital, necessary or expedient for the
accomplishment of the purposes and intent of this Declaration, this Declaration shall not
thereby fail, in whole or in part, but any and all such omitted matter shall be supplied by
inference or by reference to the provisions of the Act under which this Condominium is
established, and the provisions of such Act are hereby made a part hereof by reference
thereto,

       Section 8.08. Construction. Unless the context shall apply otherwise, the
singular number shall include the plural, and the plural the singular, and the use of any
gender shall include all genders.

       INWITNESS WHEREOF, Declarant has dulyexecuted this Declaration this iday
of June, 2004.

                                                     LOFT COMPANY, LLC, a Texas Limited
                                                     Liability ompa y

                                                     By: J/f'iX
                                                        G eral        a ager

THE STATE OF TEXAS            §
COUNTY OF TRAVIS              §

    This instrument was acknowledged before me on June I , 2004 byikt               .
4Gongr,., General Manager of Loft Company, LLC, in the capacity therein stated as the
 act and deed of said company.                           -        _            _
                                                                                   I




 Condominium Declaration for KinneV Lofts Condominiums
 Condominium Declaration for Kinney Lofts Condominiums                                 .Paq.e 25 of 26
                                                                                        Ptage 2.5 of 26
                             CONSENT OF MORTGAGEES

       Bank of Texas, Mortgagee, does hereby consent to the Condominium Declaration
for KINNEY LOFTS CONDOMINIUMS on June -, 2004.


                                                   BANK OF TEXAS


                                                   ByiL
                                                S½ Vice President
                                                                         C2§<-
THE STATE OF TEXAS §
COUNTY OF TRAVIS        §
      This instrument was acknowledged before me on June tZ , 2004, by
                      so,  1-  ,Ycqe President of Bank of Texas, on behalf of said
bank.


                                                                                   of Texas


       Volma Overton, Jr. affd'$,J*,&Sove Overton, Mortgagees, do hereby consent
to the Condominium Declaration for KINNEY L FTS CONDOMINIUMS on June -_
2004.


                                                   Volma Overton, Jr.



                                                        irley Lo e Overton
                                                                             ZLw
                                                             ,leOve
 THE STATE OF TEXAS
 COUNTY OF TRAVIS
                            §
       This instrument was acknowledged before me on June _,                 2004, by Volma
 Overton, Jr. and Shirley Love Overton.      ,^,,1




 Condominium Declaration for KinneyLofts Condominiums                            Page 26 of 26
              Conomiiu fo
              Delrto         inyLfsCnoiim                                         ae2     f2
                                EXHIBIT A

Legal Description of Project Land for Kinney Lofts Condominiums


      Lot 7, J. W. Templer Subdivision, a subdivision in Travis County,
      Texas) according to0 the map or piat thereof recorded in Volume 3,
      Page 188 of the Plat Records of Travis County, Texas.
                                  EXHIBIT B
                         KINNEY LOFTS CONDOMINIMUMS
                                                                                                                           NOTE
                                    %36z%                  f,7
                                                           Ao<>ou                                                          MUST BE BUILT BUILDINGS AND
                                                Xf&;   "> jl        ;>iS                                                   SIDEWALKS SHOWN HEREON ARE FROM
           l,4b         r4'I O<DX ,f            f~                              ,0SITE                                         PLAN BY T. MCINTYRE A
                                                                                                                           ASSOCIATES, ARCHITECTS AS
                                       ,/
                                     As\>V                 4<sf,
                                                           \\o.+                                                           PROWDED BY LOFT CO. LLC HOMES TO
                                                                                                                           SURVEYOR.

             +Sz'P                  '@-                                 \\                                                 NOTE:
              ',, 'ZX                  tA                                       \\                                         SIDEWALKS, DRIVEWAYS, AND PARKING
      Z'                                               BLG 1
                                                       BLVALES(<                                                           SPACES
                                                                                                                           SHOWN BY DASHED LINES MUST BE



                        §%c                                                                                 \B                                              % @Cf
                                                       <s 'r\\v+
                                                                                     X~~~<4
                                                                                 $ >X @                                                                                          -o




                                            WAW                                                                                                                                                    /I
                                                                                                                                                                                     \~~~~~~~~~~~zJ&
                                    FIRE                                    \                                                                          f'~1                           ~c
                                    HYDRA41Vv\<7>7                                                              BLDG           3         \\                 W               -             C,          (
                                                                                                  ,u        <MUST BE                                            -w
                            LOT 6                          \X                            \<                   BUIL T                          '<

           REFERENCE:      LOFT COMPANY, LL.AA                                           \\   i                           ¾)
                           TEXAS LIMITEDO.\                                                                                                                     f
           G.F. hlo.:
                           ULABILITY COMPANNY
                           021295655'z                                                Xt
                                                                                                       '-                                              \f                   \

           ADDRESS.        1205 KiNNEY AWENUE                       '                                                0l                  O

           LEGAL DESC.: LOT 7, J.W TE-MPLER
                           SUBDW1SIOMN, BOOK 3,
                           PAGE: 7S8 OF E/
                                                                        t
                                                                                     \\'4
                                                                                         5,
                                                                                                  \|^r
                                                                                                                               7.
                                                                                                                               7
                                                                                                                                    f
                                                                                                                                             XiG       4
                                                                                                                                                   MUST BE
                                                                                                                                                  MUST BE                            eo
                           PLATr RgCORDSOF81r
                           7RAWS COLINT                                                            s\                                                  BUASL T

      TO THE OWNER AND/OR LIENHOLDER AND STEWART                                                                 N                      "'                          7                          \Q
      TILrE COMPANY                                                                                                            FIRE \              9                <                     \vw5
      THE UNDERSIGNED, A REGISTERED PROFESSIONAL
      LAND SURVEYOR IN THE STATE OF TEXAS, HEREBY
                                                                                                                               FHIRANE \                t

                                                                                                                                                       i<
                                                                                                                                                   >\•BLD
                                                                                                                                                                        V       '\                  KY
                                                                                                                                                                                                     I
                                                                                                                                                                                                      )     >c1$i.
      STATES THAT THIS SURVEY WAS THIS DAY MADE ON                                                                                                                      MUST    BE                                     .Z
      THE GROUND BY ME OR UNDER MY SUPERVISION                                                                                 \                   9
                                                                                                                                                                    \       BUILT
                                                                                                                                                                                T
      AND THA T VISIBLE AND APPARENT IMPROVEMENTS,
      UTILITIES, AND/OR ROADWAYS ARE SHOWN HEREON,                                                                                                                                                                7R)
      AND THAT EXCEPT AS SHOWN HEREON, THIS
      PROPERTY HAS ACCESS TO AND FROM A PUBLIC
      ROADWAY. THIS SURVEY IS IN COMPLIANGE WITH
       THE MINIMUM STANDARDS AS SET FORTH BY THE                                                                                    T         -                      /                                                 C)

       TEXAS BOARD OF PROFESSIONAL LAND SURVEYING.                                                          I                       -         o\0                   \,                          5     0                 '




                                                                                     4<~~~~~49
                                                                                         DA TE                  4Jt                      0N                                                           0F
               L&IZ'&ASSV                   E          C                                                         -                                                                                  '5 RESUBAlSIQN OF
                       512/443-1t74                                                                                                                                                                   0LTS Ba  9 BLOCK 'A"
                  1714 FORT' WEW RO., #1 0t                                                                                                                                                           SOOK L39, P     47
                                                                                                                                                                                                                    QAE
                   AUS77N, 7EXAS 78704                                                                                                                                                                 TRAS COUNO9 PEAT
        SURVY NO. :2004-008                        F.&#:                                                                                                                                                   RECOUYS

C:\Land Projects 3\JW Templer Subdivision-Lot 7\dwg\revised Slab Survey 2004-0011brl4.dwg, 06117/04 10:58:52 AM, Art
                                        GNNEY LOFTS CONDON/%0\l/l..
                                            KINNEM~A1!1UY         AAVE
                                                            ALL OMWALS ARETO BE tHED COWN BetM£




'   Mr4NTYRE, A RPEGISTERED PROFE550NAL ARCWl£CT, Do
       * 14AT T141WS
                   PLAN CONTAINS ALL Or Th1E INFORMATION
                                                                                REG*tTE    PROPESSI0N/
                         TEX:A$ UNIFOR~M CONOMMI~UM ACT.
            '7.05S Or TW4E                                                                   ~eTATE
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                       ARCIAITECT CTRT±ICA ION
 1, TIMOTI 4Y A. clNTYR:, A REGISTERED PROFESeIONAL
 HEREBY CERTIFY THAT THIS PLAN                       ARCHITECT, DO
                                   CONTAIN5 ALL OF THE INORtMATION
RECUIRED 5Y SECTION S2.051
                               OF THE TEXAS UNIFORM CONOMINIUM
                                                                ACT.
 EXHHT D                                      NNNEY LWFTS QONDOM2MMUMS
                                    II                                     II




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                         495 S.F.                                    435 s,.
                       GROSS AREA                                  GROSS AREA
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                        CROSS AREA                                 GROSS AREA    0'
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                      A5RCHITECT5 CE1RTIFICATION:
 I, TIMOTHY A. McINTYRE, A REGISTERED PROFESSIONAL ARCHITECT, DO
 HEREBY CERTIFY THAT TH15 PLAN CONTAINS ALL OF THE INFORMATION
REQUIRED BY SECTION 02.055 OF THE TEXAS UNIFORM CONOMINIUM ACT.
                                              KWNNEY LOFTS ONDOHWNUUMS
                                             )c - 11        1 14K.


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                                            GROSS AREA                            -4

                                              821 S.F.
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                     ACT    ECSCETS          CAT
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                                             C
                                             ION
1, TIMOTHY A. rlINTYRE, A REGISTEREID PROFESSIONAL ARC4ITECT, DO
 HEREBY CERTIFY THAT THIS PLAN CONTAINS ALL OF THE INFORMATION                                       DATE
REQUIRED BY SECTION 82.055 OF THE TEXAS UNiFORM CONOMINIUM ACT.    REGISTERED
 EXHEJ D                                      EKHHEV LCFTS C§NOMMHMHLDS


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                      ARCHfTTECTS CERTIFICATON1
 I, TIMOTHY A, McINTYRE, A REGISTERED PROFESSIONAL ARCHITECT, DO
 HEREBY CERTIFY THAT TH41S   PLAN CONTAINS ALL OF THE INFORMATlON   TIM   Y A.
                                                                            REGIS
                                                                                    R
                                                                                    ED PIROFES5IO
                                                                                                     /l
                                                                                                           ARCHITECT
                                                                                                                               D-
REQUIREOD BY SECTION 92.059 OF THE TEXAS UNIFORM CONOMINIUM ACT.
                                                                                       Ic.
                                                                                     15181 - STATE        TEXAS
     EXHHDT D                                           WN Y LOFFTS CflDOMHDMMS




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                      ARCIECTS CERTIFICATION:
1, TW1OTH~y A. MCINTYRE, A REGISTERED
                                       PROFESSIONAL ARCH-ITECT, DO
 NEREBx CERTIFY TRAT TNI$ PLAN CONTAINS
REQUIRED BY SECTION S2.OS5 OF THE          ALL OF THE INFORMATION
                                     TEXAS UNIFORM CONOMINIUM ACT.
EXHI3T D                                     KNNHEY LQFTS CQWDOWHUKMS



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                     APCHITECTS CERT IICA ION-:
 1,TIMOTHY A. McINTYRE, A REGISTERED PROFESSIONAL ARCHITECT, DO
 HEREB5 CERTIFY THAT TH6 PLAN CONTAINS ALL OF THE INPORMATION     Tl   TI-H A.      TYRE                                DA-
REQUIRED BY SECTION 02,055 OF THE TEXAS UNIFORM CONOMINIUM ACT.             REQ   TERED FROFEI510AL ARCHITECT
                                                                                  No. 15181 STATE OF TEXAS
                                                                                           -
 EXH~UT D                                     KNNEY LOFTS CONDONWWUMS
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                     AIRC ECTS   EICATION
1 TIMOTHY A. McINTYRE, A REGISTERED PROFESSIONAL ARCHITECT, DO
HERESY CERTIFY THAT THIuS FLAN CONTAINS ALL OF THE INFORMATION
REQUIRED DY SECTION   S2.053 Or THE TEXAS UNIFORM CONOMuNIJM ACT.
                                               MNEY LOFTS) CMONMDUOMMMS
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                     Ap-QPuTCTS CqrTI IGATIOKN
1, TIMOTHY A. MCINTYRE, A RE61STERED PROFESSIONAL ARCWITECT, DO
 PEREBg . CERTIFY TWAT THIS PLAN CONTAINS ALL OF THE INFORMATION   TH   A_IM NT                                DATE
REQUIREp BY SECTION 02.05 OF THE TEXAS UNIFORM CONOMINIUM ACT.          RE   TEREI PROPE     {NAL ARCHITECT
                                                                             No, 1I51 - STATE Or TEXAS
   EXHHDT D                                    KHNY LOFTS CMDODMLDHM




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                     ARCITCT5 CETIlrCATIONI
 1,TIMOTHY A. MCINTYRE, A REGISTERED PROFIESIONAL ARCHITECT, DO
 HEREBY CERTIFY THAT THI& PLAN CONTAINS ALL OF THE INFORMATION        TIOTkr A.
REQUIRED BY SECTION 82.0cE OF THE TEXAS UNIFORM CONOMINIUM ACT,                                                 DATE
                                                                             RE   TERED PROFESS NAL ARCHITECT
                                                                                  No. 15181 STATE 0 TEXA5
                                                                                           -
EXHUT D                                           WNNEY LOFTS CONDOMHMUMS




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                     ARCHATECTS CERTIFICATION,
1, TIMOTHY A. McINTYRE, A REGISTERED PROFE5SIONAL ARCHITECT7 DO
 HEREBY CERTIFY THAT THI5 PLAN CONTAINS ALL OF THE INFORRMATION   TIM THY A.     TA
REQUIRED BY 5ECTION 52.059 OF THE TEXAS UNIFORM CONOMINIUM ACT,           RE   ERED PROFE5510        ARCHITECT
                                                                               No. 15T5I- STATE OF TEXA5
 EXHBIT D                                    K{WNIEY LOFTS CONDOMNtDMS




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                     ARCHITECTS CRTFCATION:
1, TIMOTHY A. MCINTYRE, A REGISTERED FRCFESSIONAL ARCHITECT, DO
 HEREBY CERTIFY THAT THIS PLAN CONTAINS ALL OF THE INFORMATION
REQUIRED 5Y SECTION 52.059 OF THE TEXAS UNIFORM CONOMINIUM ACT.
 EXHUUT D                                      KHNNEY LOFTS CONDOHNHUMS




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                   ARCSITECTS CERT~FtOATI0n:
1, TIMOTHY A. MCINTYRE, A REGISTERED PROFES510NAL ARCHITECT, DO
                                                                  TIMOTHY   A.  cI   TRE                      A
 HEREBY CERTIFY THAT THIS PLAN CONTAINS ALL OF THE INFORMATION
                                                                            REG15 RED PROFES5ONg ARCHITECT
REQUIRED BY SECTION 82.ODS OF THE TEXAS UNIFORM CONOMWNIUM ACN
                                                                                            -
                                                                                   No. 15181 STATE 0 TEXAS
                               EXHIBIT E

Fractional Interests in Common Elements of Kinney Lofts Condominiums


Building One                          Fractional Interest

      1205-A Kinney Avenue                  1114
      1205-B Kinney Avenue                  1/14
      1205-C Kinney Avenue                  1114

Building Two

      1205-D Kinney Avenue                  1/14
      1205-E Kinney Avenue                   1/14
      1205-F Kinney Avenue                   1/14

Building Three

       1205-G Kinney Avenue                  1114
       1205-H Kinney Avenue                  1/14
       1205-1 Kinney Avenue                  1114

 Building Four

       1205-J Kinney Avenue                  1114
       1205-K Kinney Avenue                  1/14
       1205-L Kinney Avenue                  1/14

 Building Five

       1205-M Kinney Avenue                  1114
       1205-N Kinney Avenue                  1/14
                           IiIjiAl Il~~Ilt~I ~I IDIaI~j gj !Mj       DELA         2M60 17802
                                                                     2Z frGS


                          AMENDMENT TO DECLARATION

                           KINNEY LOFTS CONDOMINIUMS


Loft Company, LLC, ("Developer" or "Declarant') does hereby file this Amendment to
the Condominium Declaration for KINNEY LOFTS CONDOMINIUMS, recorded under
Document No. 2004117128, Official Public Records of Travis County, Texas.

Purpose. The purpose of this Amendment is to exercise those Development Rights
provided for in Section 8.02 of the Condominium Declaration for Kinney Lofts
Condominiums and create thirteen (13) additional condominium units.

Transfer of Development Rights. For and in consideration of the assumption of
certain obligations and responsibility of Developer or Declarant, Loft Company, LLC
does hereby Transfer and Assign those Development Rights provided for in Section
8.02 of the Condominium Declaration for Kinney Lofts Condominiums to Kinney Loft,
Ltd., a Texas Limited Partnership, herein called "Developer" or "Declarant". By the
acceptance of this assignment, Kinney Loft, Ltd. assumes all obligations and
responsibility of Loft Company, LLC attributable to those Development Rights provided
for in Section 8.02 of the Condominium Declaration for Kinney Lofts Condominiums.

Project Land. Developer hereby submits the following described land to KINNEY
LOFTS CONDOMINIUMS, and to the provisions of, and the condominium established
by, the Uniform Condominium Act of the State of Texas:

              Two tracts of land in the J. W. TEMPLAR Subdivision
              as described in Extibit A attached hereto and made a
              part hereof for all purposes.

Condominium Plat. The placement of the additional buildings and other
improvements is depicted on Exhibit "B"attached hereto.

General and Limited Common Elements. The additional General and Limited
Common Elements are depicted on Exhibit "C" attached hereto.

Individual Unit Boundaries, Plats describing each additional building and its units
and expressing the square footage, location, floor number and position of each
condominium unit are shown in the attached Exhibits "D-13" through "D-24".

 Reallocation of Fractional Interests. The fractional interests in and to the general
 common elements and limited common elements are reallocated to an undivided one
 twenty-seventh (1/27) interest allocated to each condominium unit in Kinney Lofts
 Condominiums, according to Exhibit "E" attached hereto. Each owner of a unit shall be
 entitled to the pro rata voting rights allocated to each respective unit owned on Exhibit
 "E" attached hereto.
                                                                 111111i11111 IIIIIII?
                                                                            II 1          I
                                                                                         1E 1   DECLRR   2006023266
Directors. The number of directors of Kinney Lofts Condominium Association, Inc. is
increased to five (5) as provided in Section 3.02 (a) of the Condominium Declaration for
Kinney Lofts Condominiums.

       IN WITNESS WHEREOF, Dectarant and Developer have duly executed this
Amendment to the Condominium Declaration for Kinney Lofts Condominiums this
day of November, 2005.


KINNEY LOFT, Ltd., a Texas                                    LOFT           PANY, LLC, a Texas
Limited Partnership, acting through                           Limited       abitityppany
its GeneralT    xtper    /7 ,
KINNEY            ANA        NT, Li .LC                       By:                                    X
                                                                     General Manager
By:                          IV_




TIHE STATE OF TEXAS          §
COUNTY OF TRAVIS             §
       This instrument was acknowledged before me on November        2005 by
Richard E. Coons, Jr, General Manager of Loft Company, LLC, in the capacity therein
stated as the act and deed oa4sxRnp



                                                                'Notary     Public-"'        State   of Texas

THE STATE OF TEXAS           §
COUNTY OF TRAVIS             §

       This instrument was acknowledged before me on November       , 2005 by
 Richard E. Coons, Jr., General Manager of Kinney Lofts Management, LLC, in the
 capacity therein stated as the act and deed of Kinney Lofts, Ltd.

                             4~~~~~~~~~~~   6JBIr         ,     <1        zJ:t          ai      1'
                                                                                                u     ?   7A&C0

                      tgj4                                         Notary Public
                                                    :iycmmi{flQAP.O01fl74,2t.)               State 6f Texas
                           CONSENT OF MORTGAGEES

     Bank of Texas, Mortgagee, does hereby consent to the Amendment to
Condominium Declaration for KINNEY LOFTS CONDOMINIUMS on November 1±
2005.

                                                   BANK OF TEXAS


                                                   By:
                                                               -   Vice President
THE STATE OF TEXAS §
COUNTY OF TRAVIS         Es
      This instrument was acknowledged before me on November 4, 2005, by
             A. ISO
             ?         '  4a
                          -_   '-±Vice President of Bank of Texas, on behalf of said
bank.




       Volma Overton, Jr. and Shirley Love Overton, Mortgagees, do hereby consent
to the Amendment to Condominium Declaration for KINNEY OFTS CONDOMINIUMS
on November      , 2005.


                                                              Volma Overton, Jr.



                                                              Shir      Love Overton
THE STATE OF TEXAS         §
 MI INTY OF TPAVIS         r;

      This instrument was acknowledged before me on November '/                     ,   2005, by
Volma Overton, Jr. andSbidly..-ve-Qverto
                           f,,IJ Aftq,pg. AU   -         --         <
                                                                   GAUL1                             ..


                                                                                                         I



              4 >!%)4>1>        H    o             ~          Notary Public             State of Texas   I
                                EXHIBIT A

Legal Description of Project Land submitted to Kinney Lofts Condominiums


      Tract 1: Lot 6, AMENDED PLAT OF LOTS 6 AND 7, J. W. TEMPLAR
      SUBDIVISION, an Addition in TRAVIS County, Texas, according to the
      map or plat thereof recorded in Document No. 200500181, Official
      Public Records of TRAVIS County, Texas.

      Tract 2: Being 0.797 acre, more or less, out of Lot 7, AMENDED PLAT
      OF LOTS 6 AND 7, J. W. TEMPLAR SUBDIVISION, an Addition in
      TRAVIS County, Texas, according to the map or plat thereof recorded
      in Document No. 200500181, Official Public Records of TRAVIS County,
      Texas, and being more particularly described by metes and bounds in
      Exhibit 'A' attached hereto and made a part hereof.
                                      EaXHIniT '"A"'

                     FIELD NOTES TO ACCOMPANY MAP OF SURVEY
                                 0.797 ACRES OF LAND
                                   PORTION OF LOT 7
                            AMENDED PLAT OF LOTS 6 AND 7
                              J.W. TEMPLER SUBDIVSION

FIELD NOTES DESCRIPTION OF 0.797 ACRE OF LAND OUT OF LOT 7, AMENDED PLAT OF
LOTS 6 AND 7, J.W. TEMPLER SUBDIVISION, A SUBDIVISION OF RECORD IN DOCUMENT
NUMBER 200500181 OF THE OFFICIAL PUBLIC RECORDS OF TRAVIS COUNTY, TEXAS,
THE HEREIN DESCRIBED 0.797 ACRE BEING THE PORTION OF THE SAID LOT 7 LOCATED
WITHIN LOT 6, J.W. TEMPLER SUBDIVISION, A SUBDIVISION OF RECORD IN BOOK 3,
PAGE 188 OF THE PLAT RECORDS OF TRAVIS COUNTY, TEXAS. THE SAID 0.797 ACRE
TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:

BEGINNING at a 1/2 inch diameter...teei pin set with cap stamped Lenz & Assoc. on the north line
of the said Lot 6, J.W. Templer Subdivision at the northeast corner of Lot 6 of the said Amended
Plat of Lots 6 and 7 J.W. Templer Subdivision;

THENCE S 60°20'54" E, a distance of 331.22 feet, crossing the said Lot 7, Amended Plat of Lots
6 and 7 J.W. Templer Subdivision, along the north fine of the said Lot 6, J.W. Tempter
Subdivision, to a ½/2 diameter steel pin found at the northeast corner of the said Lot 6, J.W.
                    inch
Templer Subdivision on the east line of the said Lot 7;

THENCE, S 30°03'24" W, a distance of 104.40 feet to an iron pipe found at the southeast corner
of the said Lot 7, Amended Plat of Lots 6 and 7 J.W. Templer Subdivision, the same being the
southeast corner of the said Lot 6, J1W. Tempier Subdivision;

THENCE, N 60"25'31" W, a distance of 331.48 feet along the south line of the said Lot 7,
Amended Plat of Lots 6 and 7 J.W. Templer Subdivision and the said Lot 6, J.W. Templer
Subdivision, to a Y/2inch diameter steel pin set with cap stamped Lenz & Assoc. at the southeast
corner of the said Lot 6, Amended Plat of Lots 6 and 7 J.W. Termpier Subdivision, from which an
iron pipe found on the east line of Kinney Avenue bears N 6025'31 " W, 80.50 feet;

THENCE, N 30011'54" E, a distance of 104.85 feet, crossing the said Lot 6, J.W. Templer
Subdivision along a common line between the said Lots 6 and 7, Amended Plat of Lots 6 and 7,
J.W. Templer Subdivision, to the PLACE OF BEGINNING, containing 0.797 acre of land, more or
less;

               -~~2
                    hi 7
                       ¢\   v 2     ,1 ;        -      H~-7 .
                                                         z          ct
 TIMOTHY A. LENZ, R.P.L.S. No. 439•                                              DATE
 Lenz & Associates, Inc
 1714 Fort View Road, Suite 101
 Austin, Texas 78704                                         j/,
 (CoonsO.797ac.doc)
                                                                       FIELD NOTES
                                                                              A-S
                                                                                                           SCALE-              1"-50'




                                                                                                                      0~~~~~
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                                           LOT 6
                                       0. 794 AC.                                       s.B.
                                                                                                                LEQEND-o
                       CP                                                                              *       1/2"STEEL PIN FOUND             O
                         0                                                                                     (UNLESS NOTED)               S
                        \o.                                                                            *       1/2-STEEL PIN SFUNW/CAP
                                                                                                               MARKED 'LENZ & ASSOC.'
                                                                                                        O       PIPE FOUND
                                                                                               (ERG.-DIST.)    RECORD CALL
                                                                                                  R.P.R.T.C.    REAL PROPERTY RECORDS OF TRAVIS COUNTY, TEXAS
                                                                                                  T.C.P.R.      TRAVMS COUNTY PLAT RECORDS
                                                                                                     P.O.B.     PLACE OF BEGINNING
                                                                              C-                      P.O.C.    POINT OF COMMENCEMENT


                                                                                    0

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BASIS OF BEARINGS:
7NE MONUMENTED NORTH LINE OF LOT 7,
J. W TEMPLER SUBO/WSION, A SUBEDV/S/ON
OF RECORD PER BOOK 3, PACE 188, PLAT
RECORDS OF TRAWS COUNTY, TEXAS, AND
THE SOUTH LINE OF LOT 23, SOUTH LAMAR
SQUARE SUED!VS/ON A SU601VSION OF
RECORD PER BOOK 35, PAGE 22, PLA T
RECORDS OF TRAWS COUNTY, TEXAS.
(NVso01'W)


07-79-05 Added Pioposed Lot Numbers
PREPARED B Y:
I rNZ & ASSOCIATES, INC.                                                                                                                 i!X IBiT '
     4 FORT VIEW ROAD, SUITE 101
AUSTIN, TEXAS 78704
S:\Land Projects 3\JW Templer Subdivision-Lot 7\dwg\Lot 6-Metes and Bounds~dwg. 712812005 1:57:36 PM. alorres
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                                      TIMOTHY                                                                    /""''~~~~7MOT
                                                                                                                           '      A.C'LA                                                                                                                           PEOROS C         ETXA

                                                                                                                             REGISTERFD PRCT'E6610 AL LAND SURVETOR
                                                          0                                                                                  -$       C TE'XA$-e
                                                                                                                                   No. 4~~~~~~~~~~~~~~~9,3~~~~~
EXHIgUT G             KHNNEY LOFTS CONDOud
                                         HN9[IUM0I

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  EXHOBT D                                     KNNEY LOFTS. CONDOQNMUMS
                                                              . . .
                                                                  ~~~~~~~~~~~~~



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1, 7¶CTL-
                    ARGWITECTS CERTIFICATION!
            A. MCINTYRE, A REGISTEREDPROFE5SIONAL ARCAITECT. DO
  EREBY CERTIFY TW4AT IW15PLAN CONTAINS ALL OF THE INFORMATION
                                                                                  )-- (b-
sZEG;*PREEBY SECTION 82.05b OF THE TEXAS UNIFORM CONOMINUM ACT.
                                                            hCQCW4WUHS
                                                  TNNEY LQFTS


                           GROSS AREA
                             466 S.F.                             GROSS AREA
                                                                       457 S..

                                             1209-C
                                             1209-s




                            GROSS AREA
                               466 S.F.                           GROSS AREA
                                                                       467 S.F.

                                              1209-t
                                              1209-H




                             GROSS AREA
                               531 S.F.


                                                                   GROSS AREA
                                                                     838 S.F.



                                               1209-A
                                               1209-G
                                                                  l}
                                                                  I


                   aRr-TwtECTi    FICATQNt
   iOTHt` A. NcINTYRE, A REGISTERED
! Th                                PROPESStONAL ARCH4ITECT, DO
 -ERE 3Y CERTiFY TAAT T-!S PLAN CONTAIN5 ALL OF THE INFORMATION
REOJ1RED BY SECTION SLOES OF ThE TEXAS UNIFORM CONOMINUJM ACT.
EXHUAT D                                      MNHEY LOFTS CQVNfDOMWIH


                                           GROSS AREA
                                             88Q8 S7.F


                                               1209-0
                                               1209-1




                                           GROSS AREA
                                             835 S.F.

                                               1209-B
                                               1209-H




                                            GROSS AREA
                                              1331 S.F.

                                                                              InQ
                                                                              <O
                                                                                  at-L

                                                                              4



                                                1209-A
                                                1209-G
                                                                   II



                     AIRGWITECT5 CEP-TIFICATiON:
  ' IMct2d A. r-INTYRE, A REGiSTERED PROFESSIONAL ARCHITECT, DO
-ERE5Y C=ER'lrY TAT TPIS PLAN CONTAINS ALL OF THE INFORMATION
EOWRED s3 ' SECTION 82.05   OF TTHETEXA5 UNIFORM CONOMINIUM ACT.        IF-
 EXHHIT D                                      KWHVEY LOFTS CONDOMCWQMUMH




                       f fWIT             N
                                  CO R I-IAT~N
 I, tIMOTWY A. McINTYRE, A RE=GITEMED PROFEb6IONAL ARCfITECT, DO     TIfl   I-Y A. tic TY
  4
   EREEY CERTiFY THAT 71I4S PLAN CONTA!NS ALL Or THE INFORMATION                REGi5TEREJ PROFE551ONAL ARC-HTECT
;;ZEClRED -BY SESTION a2.055 OF THlE TEXAS UNIFORM CONOMINIOM ACT.                    No. ,151 - STE OF TEXAS
   EXHAT D                                                    NNEY LOFTS CONDOMDN&MS

                                                          w
                             F]                           w
                             LI
                                                          w
                              H1
                                                           E==
                                                          -L---j



                     O.I   Ivl~

           LEu=
           I- ...1. I




           I   w   I I            El'
           LIZ
           I ' '-'1 .1
               wa
                                                                             I1'


                       APHI7ECTS
                               5    TFIA19
    NM5TpY A. MCINTYRE, A REGE6TERE0 PROFES5IONAL ARCHITECT, DO
`sEBY     CERTIFY ImAT ThI5 PLAN CONTAINS ALL OF THE INFORMATION
-eEa~"R-   5Y SECTION 82.0b9 OF THE TEXAS UNIFORM CONOMlNIJM ACT.      REGISTERED   ARCHliT _
                                                                                            =-C
  EXHUT D                                         N4IEY WOFTS CCHDWAMJ...H...

                                                                        II




                              GROSS AREA
                                   531 S.F.

                                                                         GROSS AREA
                                                                              838 S.F.
                                                   1209-F




                               GROSS AREA
                                 466 S.F.                                    GROSS AREA
                                                                               457 S.F.

                                                   i209-E




                                GROSS AREA
                                  310 S.F.                                   GROSS AREA
                                                                               249 S.F.

                                                    1209-D




                       AR.C~HITECTS CERTIFICATION~
 I, TlrQO7TY A. McINTYRE, A REGI5TERED PROFE55jONAL ARCHITECT, [O
 2
   EREBY CERTIPY THAT THI1 ELAN CONTANS5 ALL OF THE INFORMATEON
                                                                                          ARMS -=
                                                                                             .E
R<E(lJ[R-ED ST SS-CTMO   $2.05% OF THE TE)XAS UNIFORM CONOMINIUM ACT.
 EXHUEIT D                                        L0
                                                                                      CD
                                                                                      0=
                                                                                      0



                                            GROSS AREA
                                              1331 S.F.
                                                                            1209-F
                                                                                      w
                                                                                      0
                                                                 iI




                                             GROSS AREA
                                               835 S.F.                     1208-E


                                                                       II




                                              GROSS AREA
                                                888 S.F.                     1209-0




                                                                  II




     I Ot;4r A. M1cNTYRE. A REGISTERED FROFESSIONAL ARCHITECTL DO
 Fi~RESE   CERTIPY THAT tfliS FLAN CONTAIN5 ALL OF THE INFORMATION
RECJiRED BY SECTION 82W.05 OF THE TEXAS UNIFORM CONOKNIUM ACT.
  EXHO~T D                                       KINNEY LOFTS CONDOMQMUMHS




                        AR~CrTCT;FCEC7117CAIN:
 1. T~1Qtf4y A. ricINTYRE, A RE&ISTERED PROFESSIONAL ARCQ41TECT, DO
 -EEZEBT CERTIFY ISAT THIS PLAN CONTAINS ALL OF THE INFORMATION       TfllQt1hTCA. M~cINTT
REX'uZRED Sr SECTION 82.0SS OF THE TEXAS UNIFORM CONOMINIUM ACT.                                       AL
                                                                                REGISTERED 'RCF>OX:9 OF:-,       ET=
                                                                                      No. 15131 '/ATE OF TEXAS
                                                                                               -
 EE.,-,3XHHT D                                  D{NNEY LOFTS CCNDOlMMlMUMHS
                                                                   I) n   m Ii




                     ARCHTSORTIFIOTIICtON:
  1OTLtl A&    IS'JYRE. A REGiISTERED PROPESSIONAL ARCHITECT, DO
RE E    CERTIFY T;AT TH!S PLAN CONTAINS ALL OF THE INFORMATlON                   TI   -:E A. McINTY    /                        --
         BYT'SECTION 82.055 OF TlE TEXAS UNIFORM COtNOMNIUM ACT,                        REGISTERED fROFPIONL AL ATECT
                                                                                              No. 5!   - ST, 'TE   OF   E'XAS
 EXHUT D                                           KINHEY LOFTS CONDOMWMWMOIS




                   ARCHITFCrT   CT   IFICAT ION:
I T MOTAY A, McINTYRE, A REGISTERED PROFEI10NAL ARCI-TECT, DO
 "'E'REY CERTIFY THAT THIS PLAN CONTAINS ALL OF THE INFORMATION   TI   H   A. MciNTYRE    /D
l-CU'IRED BY SECTION 52,05 OF THE TEXAS UNIFORM CONOMINIUM ACT.            RE5ISTEREC     -OFa5SEN4AL AROi-TEC7
                                                                                 No. 15     STATE CF TEXAS
 EXHD3IT D                                     MNWEY LOFTS CQNDQHNIMW.S
                                                        I _:A    1 ,n }




                                             GROSS AREA
                                                1331 S.F.


                                                                1209-K




                                             GRQS-AREA
                                               841 S.F.


                                                                1209-J




                       ARCHITECTS CERTiFICATION:
 .I TI' OUT0 A. McINTYRE, A REGIS1TERED PROFES510NAL ARCHITECT, DO
 HEREBY CERTIFY THAT THIS PLAN CONTAINS ALL OF THE INFORMATJON
REQUIRED BY SECTION 82.0S9 OF THE TEXAS UNFORM CONOMINPUM ACT.
 EXHUT --D                                    MNHEY LQFTS CQNDQMMWUME--




                   ARCW~flTS CFRTICATi(N:
  T!MvrWY A. MLNrTTRE A REGISTERED PROFESS5ONAL ARC1TECT.     DO
   4E3TY CEeTtPY TI4AT TI-5 PLAN CONTAYNS ALL OF THE INFORMAT!ON   TflMO   Y A. M~cThTYRE                       o
:RE"UqED DT SECTION 52.055 oF THE TEXAS UNUFORM CONOMINIUM ACT,              RE6ISTERED -R
                                                                                   No. 5aVI -   TQTE OF TEXA5
                               EXHIBIT E

Fractional Interests in Common Elements of Kinney Lofts Condominiums revised by
exercise of Development Rights provided for in Section 8.02 of the Declaration.


Building One                          Fractional Interest

      1205-A Kinney Avenue                  1/27
      1205-B Kinney Avenue                  1127
      1205-C Kinney Avenue                  1/27

Building Two

      1205-D Kinney Avenue                   1(27
      1205-E Kinney Avenue                   1127
      1205-F Kinney Avenue                   1/27

Building Three

      1205-G Kinney Avenue                   1127
      1205-H Kinney Avenue                   1/27
      1205-i Kinney Avenue                   1/27

Building Fovr

       1205-J Kinney Avenue                  1/27
       1205-K Kinney Avenue                  1(27
       1205-L Kinney Avenue                  1127

 Building Five

       1205-M Kinney Avenue                  1/27
       1205-N Kinney Avenue                  1127
              Building IM                              4      ,

                               1207-A Kinney Avenue                                    1127
                               1207-B Kinney Avenue                                    1127


               Building1                 A            Sine A
                               1209-A Kinney Avenue                                    1/27
                               1209-B Kinney Avenue                                    1127
                                1209-C Kinney Avenue                                   1127

               Building                               Seven
                                1209-D Kinney Avenue                                   1127
                                1209-E Kinney Avenue                                   1127
                                1209-F Kinney Avenue                                   1/27

                BuidingS                        QE tl+
                                1209-0 Kinney Avenue                                   1/27
                                1209-H Kinney Avenue                                   1/27
                                1209-1 Kinney Avenue                                   1127

                Building              IW ne
                                          A
                                 1209-J Kinney Avenue                                   1127
                                 1209-K Kinney Avenue                                   1/27




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                                    -mzt A            sc><td


   ..'~ d t h . hcc u5. i i
    r    u. u                            .ii   b 5 ..
                                                 .eg         a. c..
                                                                                           FILED AND RECORDED
                                                                                                  OFFICIAL PUBLIC RECORDS



th is                      Inkiu l u d to he
                 11 0 11     s5fi                     cq a   C(   r h ira s
                                                                       b                            200s Febtij 11:30 AN 2006017/802
 tlliltuc      py disc jiiied pape ,, etc. A J block(iuts                                               R-RNEYJ $1e00.o
 "ddrI ii i ns nil . h i
                t                   'ges ,
                                     ,,        scuu 'ut the ti'e [Ile                          DANA DtBEAUVOIR COUNTY CLERK
            1l 511i a
             1fl t         fis cii Su r c o r e d ,
                           ti       i                                                              TRRYIS COUNTY TEXAS
FILED AND RECORDED
          OFFICIAL PUBLIC RECORDS
   -.M
10-1                                *%-
                              .A&




              i



            2006 Feb 09 11:15 AM'
                                      2006023266
                  HERRERAR
         DANA DESEAUVOIR COUNTY CLERK
             TRAVIS COUNTY TEXAS
                                                                1llllll1ll11lllllll1111      OTHER
                                                                                            2 PGS
                                                                                                       20@8039062

 STATE OF TEXAS                   5
 COUNTY OF TRAVIS                 8
                               Amendment to Condominium Declaration
                                                 for
                              Kinney Lofts ~ondom%iums - January 2008

WHEREAS that certain Condominium Declaration for Kinney Lofts Condominiums is filed as Document
No. 20041 17128 in the Official Public Records of Travis County. Texas; and that certain Amendment to
Declaration Kinney Lofts Condominiums is filed as Document No. 2006017802 in the Official Public
Records of Travis County, Texas (together with any other amendments, the "Declaration");

WHEREAS the Declaration governs the use of the condominium units commonly referred to as the
Kinney Lofts Condominiums (individually, a "Unit"), and an owner of a Unit is automatically made a
member of the Kinney Lofts Condominium Association, Inc. (the "Association"); and

WHEEAS the Declaration can be amended with the written consent of Unit owners owning 75 percent
or more of the common elements of Kinney Lofts Condominiums, and the Association has received a
sufficient number of written ballots to indicate that owners have approved the Declaration amendment
contained herein;

 THEREFORE the undersigned does hereby certify that the Declaration has been, and by these presents
is, AMENDED and follows:

1.      Bv ADDING the follow in^ NEW Section 3.04 (Conflict with Bylaws)

        "Section 3.04. Conflict with Bylaws. To the extent that there exists any apparent or actual
        conflict between the Bylaws and the language in this Article 111 related to the number of directors
        or the length of their terms, the language in the Bylaws shall control."

2.      Bv ADDING the follow in^ NEW Section 4.02-A (Individual Entry Assessment):

        "Section 4.02-A. Individual Entry Assessment. In addition to assessments for common
        expenses provided above, each time that title to a Unit is sold, conveyed, or otherwise transferred
        to a new owner, the Association shall levy an Individual Entry Assessment against the new Unit
        Owner in an amount equal to two times the then-current monthly assessment for common
        expenses being paid by Unit Owners. This Individual Entry Assessment shall be due and payable
        at the closing of the purchase of the Unit or otherwise immediately upon the transfer of title to the
        Unit. Likewise, this Individual Entry Assessment shall be secured by the lien provided in Section
        4.05 and otherwise collectible and enforceable in the same manner as assessments for common
        expenses. In its sole discretion. the Board of Directors shall have the authority to waive


Except as expressly amended above, the Declaration remains in full force and effect.


KINNEY LOFTS CONDOMINIUM ASSOCIATION, INC
By:
Title: President




STATE OF TEXAS                       3
COUNTY OF TRAVIS                     3
                           t   was acknowl
                               2008, by




After recording, please return to:
Niemann & Niemann, L.L.P.
Attorneys At Law
Westgate Building, Suite 3 13
1 122 Colorado Street
Austin, Texas 78701




                                             F I L E D RND RECORDED
                                                OFFICIAL PUBLIC RECORDS




                                                  2008 Mar 12 0 3 : 0 8 PH   2008039062
                                                   FERGUSONLL $20.00
                                              DANA DEBEAUVOIR COUNTY CLERK
                                                  TRAVIS COUNTY TEXAS

				
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