GRASS

RESIDENCES MASTER DEED AND DECLARATION OF RESTRICTIONS LET EVERYONE KNOW THAT: The Master Deed and Declaration of Restrictions, hereinafter referred to as MASTER DEED, for brevity, whether the reference is to the Master Deed or to the Declaration of Restrictions or both) made and executed in Pasay City, on this 20th day of October, 2008 by SM DEVELOPMENT CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal place of business and ofLice at 10th Floor, OneE-com Center, Mall of Asia Complex, Pasay City, represented herein by its duly authorized representatives, ROGELIO R. CABUNAG and JOSE T. GABONZA, hereinafter referred to as the DECLARANT, unless otherwise speciLied. Which Sets Forth That: WHEREAS, the DECLARANT is the Developer of a parcel of land (hereinafter referred to as the Property) covered by Transfer CertiLicates of Title No(s). N-320819 of the Registry of Deeds of Quezon City registered under the name of SM DEVELOPMENT CORPORATION (hereafter, the Title), a copy of which is attached hereto to as Annex A. WHEREAS, the DECLARANT desires to submit the above-described parcel of land including the building and other improvements constructed/to be constructed therein under the operation of Republic Act No. 4726, otherwise known as the Condominium Act, and Presidential Decree 957, otherwise known as the Subdivision and Condominium Buyers Protective Decree, to be known as GRASS RESIDENCES thereby constituting said property as a Condominium Project (hereinafter referred to as the Project) pursuant to the provisions of said Act/s. WHEREAS, the DECLARANT desires to impose on the proposed Project thus constituted, mutually beneLicial restrictions which shall constitute a lien upon the land, upon each Condominium Unit therein (hereinafter referred to as unit) and upon the Project as a whole pursuant to the provisions of Section 9 of said Condominium Act, for the purpose of enhancing and perfecting the value, desirability and attractiveness of the Project; and for the ownership and maintenance of the common areas and facilities by forming a private corporation to which shall be delegated and assigned the powers and duties of maintaining and administering the common areas and facilities, enforcing and administering this MASTER DEED, collecting and disbursing the assessments and charges created hereunder. NOW, THEREFORE, for and in consideration of the above premises, the DECLARANT hereby submits the above parcels of land and the improvements constructed/to be constructed therein to the condominium form of ownership

and use, subject to the provision of the Condominium Act and the conditions, covenants, terms, declaration and restrictions herein below set forth and other pertinent laws. The units and common areas comprising the said Project are held and shall be held, transferred, conveyed, sold, hypothecated, encumbered, mortgaged, used, leased, occupied, and improved subject to the covenants, conditions, and restrictions speciLied in this MASTER DEED. All of said covenants, conditions, and restrictions shall run with the parcels of land, project, units, common areas, and shall be binding as voluntary liens on all parties having or acquiring any right, title, or interest in the parcels of land, project, units, common areas, whether as sole owners, project, units, common areas, whether as sole owners, joint owners, mortgagees, lessees, tenants, occupants, or otherwise. PART I MASTER DEED SECTION 1. Name of the Project The Project shall be known as the GRASS RESIDENCES as constituted under this MASTER DEED and shall consist of the Property and all the improvements constructed / to be constructed therein. The Name of the Project and the pertinent logo/design installed in the building, exterior or interior, by the Owner/Developer may not be changed and/ or removes, save for maintenance and repair purpose, by the Declarant or the Condominium Association/Corporation or the Members. SECTION 2. Description of the Project The Project will be constructed on the Property consisting of a parcel of land located at Nueva Vizcaya corner Misamis & Nueva Ecija Streets, Brgy. Sto. Cristo, Quezon City, with a total area of Thirty Six Thousand Two and 20/100 Square Meters (36,002.20 sq.m), more or less, and which are covered by and more particularly described in the Title. The Project will be constructed in accordance with the plans and speciLications prepared therefore by ASYA Design Partner, including such modiLications as may be acceptable to the DECLARANT and approved by proper government authorities. A copy of the plans and speciLications is attached hereto as Annex C. The DECLARANT reserves the right to amend at any time the Titles and the development plans by Liling such additional / supplemental and/or revised / consolidated titles and plans or speciLications to adequately describe the Property and the building/s and/or the units relative to the Project. Such additional / supplemental and/or revised / consolidated titles and plans or speciLications when Liled and acknowledged by the DECLARANT and registered in accordance with Section 4 of the Condominium Act shall constitute an amendment to this MASTER DEED.

 There shall be constructed on the Property SIX (6) buildings / towers. [Three 38-storey Residential Buildings with 2 parking basements each and Two 10-sotrey Parking Buildings] and a Clubhouse One 2-storey Pavilion Building]. The project shall have a total of Five Thousand Two Hundred Thirty Eight (5,238) condominium residential units. The Project shall generate a total of Seven Hundred Ninety Four (794) parking slots. The Project shall be constructed in Phases. Include in the Phase 1 development are the roadways, the Clubhouse, Parking Building A and Tower 1. TOWER 1 1,450 250 86 41 TOWER 2 1,452 209 65 TOWER 3 1,452 209 65 1,786 Total Residential Units 1-BR Units approximately 22.24 sq. m. 36.53 sq. m. 2-BR Units approximately 45.58 sq. m. 62.46 sq. m. 3-BR Units approximately 66.49 sq. m. 69.46 sq. m. Parking Slots as lower ground Lloor 1,726 1-BR Units 2-BR Units 3-BR Units 1,726 1-BR Units 2-BR Units 3-BR Units Total Residential Units approximately 22.24 sq. m. 36,53 sq. m. approximately 45.58 sq. m. 62.46 sq. m. approximately 66.49 sq. m. 69.46 sq. m. Total Residential Units approximately 22.24 sq. m. 36.53 sq. m. approximately 45.58 sq. m 62.46 sq. m. approximately 66.49 sq. m. 69.46 sq. m

BUILDING A 200 Parking Slots 6 TaraLlex Badminton Courts

approximately 150 sq. m. each

BUILDING B 200 Parking Slots 1 Basketball Court approximately 800 sq. m OUTDOOR PARKING SLOTS 353 Parking Slots SECTION 3. Description of Units Horizontally, each unit shall consist of the area measured (1) from the exterior surface of the windows or masonry wall; and/or (2) from the centerline of the interior wall and/or door separating the unit from a common area. Vertically, each unit shall consist of the area measured from the top of the concrete Lloor to the underside of the concrete ceiling up to the point of intersection with the horizontal boundaries of the unit. SECTION 4. Parking Areas

 Only unit owners are entitled to purchase a parking slot at the Project. Corollary, a unit owner who sells his unit must likewise sell his parking slot. Furthermore, the parking slots shall be used for the parking of motor vehicles. The kind, make or number of vehicles which may be allowed in the parking areas at any one time and trafLic patterns to be observed by the unit owners in entering or leaving the Project shall be regulated by the DECLARANT. SECTION 5. The Common Areas The Common Areas shall mean and refer to the Property, easements, rights and privileges appurtenant to the Property, and all structures, facilities and improvements constructed or to be constructed or installed therein, located within the Property, and intended to be devoted to the use and enjoyment of one, some or all of the unit owners. The DECLARANT may, at its discretion, classify the Common Areas as General Common Areas, which are intended for the common use or beneLit of all unit owners and are necessary and convenient to the existence, maintenance or safety of the Project and Limited Common Areas, which are intended for the exclusive use or beneLit of only one unit, or some similarly situated units, to the exclusion of other units. Unless the context clearly indicates otherwise, the term Common Areas, when used, shall refer to both General Common Areas and Limited Common Areas. The common areas of the Project shall comprise all the parts of the Project other than the units, including, but not limited to the following: (a) The parcels of land speciLically described in the MASTER DEED. (b) The Clubhouse consisting of 1,101.57 square meters (approximately) with the following details: Multi-purpose Function Room A approximately 252 square meters Multi-purpose Function Room B approximately 252 square meters Fitness Center - approximately 150 square meters Administrative OfLices - approximately 150 square meters Koi Pond - approximately 18 square meters Lounging Areas - approximately 100 square meters Stairs and other common areas - approximately 179 square meters (c) The inter-connecting bridgeway attached to the SM North Parking building and leading to the Parking Building A of the Project, the length of which is around 400 meters elevated at an estimate of about 4 meters above ground. (d) The Swimming Pools and other amenities with the following details: In the remaining 20,004.66 square meters of open areas, there will be an allocation of Live (5) different sized swimming pools of which the largest shall be olympic sized with a length of 50 meters. The different types of swimming pools are as follow: 1.) Olympic sized Lap Pool 2.) Kiddie Pool 3.) Playground Kiddie Pool 4.) Wading Pool

 Scattered all around the landscaped gardens shall be small cabanas or pavilions which have a seating capacity of around 6-10 persons. These shall be used for leisure lounging purposes. Jogging paths and meandering hiking trails shall be designated along pertinent landscaping features as well. Aside from the covered parking buildings, open spaces shall be appropriated as well. (e) All bearing walls, foundations, Lloors, columns, girders, beams, supports, slabs, and all other similar structural elements of the building shared by two or more units. However, all the roof decks are expressly made not part of the common area. (f) All surfaces of the units facing the exterior wall as well as the interior common areas. (g) All hallways on all Lloors in the buildings, stairways, corridors, walkways, driveways, and installations for all conveniences and or utility services. The hallway in the commercial units is a limited common area for the beneLit of the commercial units and may be used by the commercial space owners for commercial advantage provided the egress and ingress of the residential unit owners shall always be respected. (h) All installations for utility services such as telephone lines, sewerage, drainage and waterlines including all outlets, pipes, ducts, wires cables, and conduits, Lire alarm used in connection therewith, whether located in the common areas and/or limited common areas or in the units, which are utilized for or serve more than one (1) unit and all common utility spaces and areas. (i) The other parts of the land and the building and their equipment therein destined for common use or necessary and convenient for the existence, maintenance or safety of the Project. SECTION 6. Roofdecks and Unassigned Areas. The DECLARANT shall retain the ownership over the roofdecks of the buildings / towers in the Project, including the airspace above it. It is also understood herein that the DECLARANT shall retain ownership of all unassigned portions of the available and unutilized common areas of the Project. By virtue of its ownership over the roofdecks and all unassigned areas, the DECLARANT shall have sole, exclusive, and full authority and discretion over the use, purpose, maintenance, and management of the same. Further, the DECLARANT reserves the right to build or construct improvements on these areas, such as but not limited to, storage rooms and communication towers/antennas. SECTION 7. The Condominium Corporation. The DECLARANT shall form and organize the condominium corporation (the Corporation) in consideration of this MASTER DEED, pursuant to the

5.) Smaller Lap Pool

provisions of the Condominium Act and the Corporation Code of the Philippines (B.P. Blg. 68) for the purpose of holding the title to all Common and Limited Areas, managing the Project and for such other purposes as may be necessary, incidental or convenient to the accomplishment of said purposes. Prior to the organization of the Corporation, the DECLARANT shall exercise all powers of the Corporation. Consequently, after the organization and incorporation of the Corporation, all powers of the DECLARANT as herein provided, that reasonably pertains to the Corporation, unless otherwise provided, shall now be exercised by the Corporation. The Corporation, which shall hold title to the common areas in consideration of this MASTER DEED and other applicable laws, shall constitute the management body of the Project. The Corporation, through its Board of Trustees, shall manage, control, supervise and oversee the operation of the Project. It shall have all the powers granted to it by the Corporation Code, Condominium Act, those expressed in the Articles of Incorporation, its By-Laws and its plan of operation and such applicable power or authority as deLined in this MASTER DEED. Corollary to such power and authority is the power to enforce the said applicable provisions, conditions, rules and regulations and, if necessary, to compel compliance therewith for the common beneLit. The Corporation may impose Lines and penalties for non-compliance and/or violation of said provisions without prejudice to those Lines and/or penalties provided for by substantive laws. As a matter of policy and/or standard, the above cited authorities shall not be understood, implied, or construed to grant the Corporation the power or authority to conduct a business or make proLit or gain advantage to any or all of the members of the Corporation. The Corporation may engage managerial, legal, auditing, accounting and other professional and technical services or employ such personal and technical services or employ such personnel and others in the manner provided for in its By-Laws. All unit owners in the Project shall automatically be members of the Corporation and such membership being a mere appurtenance of the unit cannot be transferred, conveyed, alienated or disposed of independently or separately from the unit itself. A transfer of ownership carries with it the transfer of membership in the Corporation. Membership is mandatory for unit owners and this requirement and the obligation attached thereto shall constitute a lien on the unit, which shall be registered at the back of the owners condominium title. The interest of each unit owner in the Corporation shall be equal to his appurtenant units share, as set forth herein. Such interest cannot be assigned, hypothecated, or transferred in any manner by a member expect as an appurtenance to his unit and subject to this MASTER DEED. Since only natural persons can be members of the Board of Trustees, juridical persons such as corporations and partnerships owning units in the Condominium may formally assign its rights and interests to a personal of legal age as its attorney-in-fact and shall, for the purposes of participating in the

affairs of the Corporation, represent such unit as if he is the owner and shall attend meetings, vote and be voted for as Trustee of the Corporation. Subject to the immediately preceding paragraph, only unit owners are entitled to vote or have voting rights in any meeting of the Corporation where voting is called for, to the extent of his acquired interest in the Corporation. Incorporators of the Corporation who are not unit owners are entitled to have voting rights only for the purpose of organizing the Corporation. Thereafter, such incorporators lose their voting rights unless they subsequently become unit owners, or unless they do so as the representative or nominee of the DECLARANT, the latter being the legal owner of units that remain in its name. The value of the vote of a unit owner is equal to his proprietary interest and in the election of the member of the Board of Trustees, Cumulative voting shall be applied. The vote value applicable to the total number may be cumulatively applied to only one Trustee or the member that the member may decide to give his vote. In case of co-ownership, the co-owners shall collectively be entitled to such number of votes as their respective equity interest combined could muster. In the absence of a proxy from the other co-owners, a co-owner can vote only his interest in the unit. In the absence of proof to the contrary, the interest of all co- owners in the unit shall be equal. The term of the Corporation shall be co-terminus with the duration of the Project. Nevertheless, the Corporation may be dissolved by the afLirmative vote of all the members thereof at a meeting duly called for the purpose in accordance with the requirements of pertinent laws. In the event that the Corporation is dissolved, the members thereof shall become co-owners of the common areas, with equity interest thereto corresponding to their respective equity interest in the Corporation. SECTION 8. Property Rights of Unit Owners. Upon full payment of the purchase price of a unit, the unit owner shall acquire title to and ownership of the unit, subject to the terms and conditions of the instrument conveying such unit from the DECLARANT to such unit owner and to the terms and conditions of any subsequent conveyance under which the unit owner takes title to the unit and subject further to this MASTER DEED. All unsold units and parking slots and all units and parking slots not yet fully paid for shall pertain to and be owned exclusively by the DECLARANT, and may be disposed of, leased or used by DECLARANT in a manner it deems best. Each owner shall have the right to use the common areas and facilities constructed thereon. Such right shall be appurtenant to, and shall pass with, the title to every unit, subject to the following rights of the Corporation. (a) The right of the Corporation to establish reasonable rules and regulations pertaining to the use of the common areas; (b) The right of the Corporation, in accordance with its Articles and By-Laws, to borrow money for the purpose of improving the common areas;

(c)

(d)

The right of the Corporation to suspend or restrict the right to use the common areas by an owner, for any period during which any assessment against his unit remains unpaid and delinquent; and The right of the Corporation to transfer all or any part of the common areas to any public agency, authority or utility subject to such conditions as may be agreed upon by the members. No such transfer shall be effective unless approved by 2/3 votes of the members.

SECTION 9. Obligations of Unit Owners. Each unit owner shall automatically become a member of the Corporation with such interest or participation therein including payment of dues. Membership in the Corporation shall not be transferred separately from the unit to which it pertains and a transfer of a unit shall automatically include a transfer of membership in the Corporation. When a member ceases to own a unit, he shall automatically cease to be a member of the Corporation. A subsequent purchaser, notwithstanding the pendency of transfer of title of ownership, may already enjoy the use and beneLit of the unit as well as the responsibility of the payment of dues provided in case of failure of the transaction, the registered owner (seller) shall assume any liability of dues of the unit. SECTION 10. Extent of Interest and Obligations of Unit Owners (a) The unit owner shall acquire title to or ownership of such unit, subject to the terms and conditions of the instrument conveying the unit from the DECLARANT to such unit owner and to the terms and conditions of any subsequent conveyance under which the unit owner takes title to the unit, and subject further to this MASTER DEED. Before others acquire a unit, the same shall pertain to and be owned exclusively by the DECLARANT subject to the terms of this MASTER DEED. (b) The unit owner who also acquires a parking slot shall have the use of the parking slot and his interest in the Project is increased by the value of the percentage allocated to the parking slot. (c) To arrive at an equitable participation in the Corporation and as basis to determine contribution of dues, the units as well as parking slots are considered in the computation. (d) From the time the building is used, activated, partially or in whole, and servicing of common areas is already implemented as it is intended, to include janitorial, security, power, water and other related expenses, the DECLARANT shall form such administrative and support organizations and initiate charging dues with notice to any unit owner whether title has been transferred or not. The payment of these dues is mandatory and automatically becomes the liability of the init owner whether he has fully paid for the unit or not, and even if the title is not yet transferred in his name. The

(e)

unit owner may transfer the responsibility of paying dues to the unit occupant / tenant by means of a written contract provided due notice to the building administration is given. However, in case of failure to collect from such occupant / tenant, the unit owner is still obligated to such dues. The appurtenance interest and obligations in the Corporation shall be as follows: Percent of Interest Floor Area of Unit Owned in the condominium = ---------------------------------------- Corporation/Project Total Area of all Units in the Project

SECTION 11. Notice of Lien or Suit. An owner shall give written notice to the Corporation of every lien upon his unit or rights thereto (other than liens in favor of the Corporation) within Live (5) days after knowledge of the unit owner of such lien. The owner shall give notice to the Corporation of every suit or other proceedings, which may affect the title to his unit or rights thereto within Live (5) days after the owner acquires knowledge thereof. SECTION 12. Sale, Mortgage and/or Lease. Each unit owner shall have the absolute right to sell, transfer, assign, convey or dispose of his unit provided, however, that no such sale, transfer, assignment, conveyance, or disposition of the unit shall be allowed without full settlement or updating of all obligations due and accounts payable and outstanding to the DECLARANT and/or the Corporation. In all cases the unit owner intending to sell MUST Lirst offer the unit in writing to the DECLARANT. The offer shall be deemed rejected if no reply is given by the DECLARANT and/ or the Corporation after the lapse of thirty (30) working days from the time a formal written offer is submitted. Once the DECLARANT rejects or is deemed to have rejected the offer, the unit owner may proceed with the sale of his unit at the price offered to DECLARANT. Provided further, that no transfer of any unit shall be binding upon the Corporation unless accompanied by a certiLicate issued by the Corporation and signed by an authorized ofLicer thereof upon a payment of a reasonable processing fees, that such transfer is in accordance to the provisions of the Condominium Act and this MASTER DEED, and that all fees and assessments on the unit subject of the sale have been fully paid. Any unit owner may mortgage or lease his unit to any person, provided such mortgage or lease shall not free the owner from compliance with his obligation as such under the Condominium Act, this MASTER DEED, the Articles of Incorporation and By-Laws of the Corporation and the documents under which he acquired the unit (the Constitutive Documents). The unit owner is obliged to impose upon the mortgagee or lessee the obligation to be

contractually bound by the terms, conditions, and provisions of the Constitutive Documents. In all instances, the mortgagee or lessee shall be deemed privy to the Constitutive Documents and shall be bound by the terms and conditions thereof notwithstanding any agreement to the contrary. Each unit owner shall be free to lease his unit, provided that proper notice thereof, with such particulars as the Corporation may reasonable require, is given to the Corporation within Live (5) days from the effectivity of the lease. Such lease shall not, however, free the unit owner from complying with his obligation under the Condominium Act, this MASTER DEED, the Articles of Incorporation and By-Laws of the Corporation, and the House RUles. In case the unit owner is delinquent in the payment of any assessment, including any interest or penalties thereon, the Corporation may require the lessee of any leased unit to remit directly in its favor any and all of the rentals accruing to the delinquent unit owner, which rentals shall be applied to the delinquent accounts with the Corporation, Lirst to the interest, then to the principal until the account is fully paid. Any excess shall be returned to the delinquent unit owner. SECTION 13. Options in Cases of Involuntary Dissolution. The Corporation shall have the option to decide, by a 2/3 vote of the members in a regular or special meeting duly called for the purpose, whether or not to convert their interest or participation into ann undivided co-ownership in the common areas or to sell and dispose the entire Project as a whole, including their separate interest in the units therein, before dissolution and liquidation of the Corporation in cases provided by law. PART II DECLARATION OF RESTRICTIONS SECTION 14. Scope and Coverage. The Declaration of Restrictions herein stated, may, from time to time be amended and shall embody such limitation, easement, covenant, undertaking and condition as may be required or permitted by the Corporation or the MASTER DEDE as herein provided subject to the exceptions which may be expressly set forth in the Condominium Act and in the MASTER DEED as herein stated; provided, said limitations, easements, covenants, undertakings and conditions shall be deemed to run with the Project. The Project shall be held, conveyed, encumbered, leased, used, occupied, maintained and improved subject to the conditions, limitations, restrictions and covenants found in this MASTER DEED. The limitations, restrictions, covenants and conditions contained herein shall be effective for the duration of the Project and shall be binding upon all owners, occupants, and other persons holding or acquiring any title, right or interest in the Project.

SECTION 15. Subdivision, Partition or Consolidation of Unit. No unit owner shall construct or erect any additional door, wall, Lloor, or any other structure within the unit except to the extent allowed under this MASTER DEED. No exterior addition to, nor any change or alteration of the unit shall be made unless the plans and speciLications showing the nature, kind, shape, height, materials, color and location of the same shall have been submitted to and Lirst approved in writing by the Corporation. No residential unit shall be subdivided into smaller units nor shall such unit be partitioned either judicially, among the co-owners thereof except by sale of the entire unit and distribution of the proceeds thereof. Two or more adjacent units, may however, be consolidated for the purpose of integrating the units into one unit, and may subsequently subdivided, provided, that each resulting unit after the subdivision shall be identical in all respects to the units prior to consolidation; and provided further that, in all cases, the consolidation/ subdivision plans shall be duly approved in writing by the Corporation. SECTION 16. Limitation on the use of Units and Common Areas. The unit, its appurtenant area, and the common areas shall be occupied and used subject to the following limitations: (a) No unit owner shall occupy or use the unit for any purpose other than that for which it was originally intended. (b) The maximum number of occupants per unit in any instance shall not be more than three (3) for a 20 sq. m. unit; Live (5) for a 40 sq. m. unit; and eight (8) for a 60 sq. m. unit. (c) No business or commercial activity shall be conducted in the common areas or portions thereof except in the clubhouse which must be operated and maintained solely by the Corporation. (d) Every unit owner shall be obliged to keep and maintain the unit and its appurtenant area in good and sanitary condition and repair at all times. No noxious substance shall be kept nor immoral, improper, offensive or unlawful activity shall be carried on in the unit, its appurtenant area and common areas, nor shall any irritating or loud noise emanate there from or anything be done therein which may be or become an annoyance or nuisance to the other unit owners. (e) No use or practice shall be permitted in any part of the Project which may be the source of grave annoyance to occupants therein or which may severely interfere with the peaceful possession and proper use of the units in the Project by the occupants, except when such use or practice is inherent in the very nature of a particular unit or common area. the DECLARANT may, however, use any part of the Project, except sold units, in completing the construction of the Project and in marketing of the unsold units. Thus, DECLARANT shall be authorized to maintain a sales ofLice in

(f)

(g)

(h)

(i)

(j)

the Project, conduct project tours for the beneLit of prospective purchasers, or display marketing signs in the Project. The unit owner shall not bring, place or suspend any load, apparatus, equipment, article or thing into, upon or at any Lloor or ceiling or any part of the unit in excess or in violation of the maximum weight and permitted location of the certain equipment, apparatus, article or thing as determined by the Corporation in the Lloor of the building where the unit is located, as indicated in the House Rules. For this purpose, the owner shall obtain the prior written approval of the Corporation for the entry and/or removal of any load, apparatus, equipment, article or thing into and from the unit. The unit owner shall also comply with the requirements imposed by the apparatus within the unit, including the use of support of such dimension and material to distribute the weight of such equipment and apparatus, as the Corporation may deem necessary. The unit owner shall not subject his unit to any additional electrical load without the prior written consent of the Corporation. No conversant radio or television signal, or any other form of electromagnetic radiation shall be permitted to originate from any unit or its appurtenant areas, which shall interfere with the reception of television or radio set of any other unit or the buildings. The unit owner shall not do or cause to be done any act (including chiseling or chipping of columns or walls) or cause the construction or installation of any structure or facility in the unit, its appurtenant area and the common areas which the DECLARANT has determined to be beyond, or will impair the structural strength of the building, or change the appearance of any exterior of a unit or the building. The windows of the building shall not be replaced with windows of different material, size, design or color, nor shall it be covered with aluminum foil, paint, or other material unless approved by the Corporation. The unit owner shall not construct or erect or install any additional window, grills, door, wall or any other structure within the unit or any part of the building without the prior written approval of the Corporation. No exterior addition to or change or alteration of the unit or its appurtenant area shall be made unless the plans and speciLications showing the nature, kind, shape, height, material, color and location of the same shall have been submitted to and approved in writing by the Corporation. The approval of the Corporation of such plans and speciLications shall be based on whether the same would be in harmony with the external design, location and color of the surrounding structures.

(k)

(l)

(m)

(n)

(o)

(p)

(q)

Nothing shall be done or kept in a unit, its appurtenant area and the common areas, which shall increase the rate of insurance of the building without the prior written consent of the Corporation. Any such increase in insurance premium shall be charged to the unit owner responsible for such increase. No unit owner shall permit anything to be done or kept in his unit, its appurtenant area and the common area, which will result in the cancellation of insurance on the building or any part thereof or which would be in violation of law. The common area shall be free from any and all obstruction at all times. This restriction shall be applicable to all the portions of the Project that are used for ingress, egress or access to any portion of the building, especially the stairs. The common areas shall not be used as a storage area, except as speciLically provided in this MASTER DEED and/or approved by the Corporation. No sign of any kind shall be displayed for public view across or by any residential unit or any other portion of the building, without the Corporations prior written consent. The unit owner shall not permit or give consent to any person or entity other than himself to afLix, inscribe or paint any notice, sign or other advertising media on the unit, its appurtenant area or any part of the building, as if said person or entity uses, holds ofLice or is otherwise established in the unit or any part of the building thereof. The podium facade however may be allowed to provide signage for its commercial areas subject to the approval of the Corporation. The unit owner shall not use the name of the building in any confusing, detrimental, misleading manner in connection with the unit owners own business or trade name, and upon the sale of his unit, the unit owner shall cease to use the name of the building, whether in connection with is own business or trade name or otherwise. All unit owners shall observe and comply with all existing laws, ordinances, and regulations of the government as well as the House Rules regarding the use and occupancy of the units and the Project.

SECTION 17. Easements. In addition to the easement which the unit shall be subject to under the law: (a) Each unit shall be subject to an easement for the passage of water, sewage, drainage, electricity and other utilities and services in favor of the Corporation, as well as other units. The unit owner shall allow the representative of the Corporation or public service

(b)

(c)

or the utility companies and there is hereby reserved to the Corporation an easement to the full extent necessary therefore, to enter upon the units owned by others, to repair, replace and generally maintain sewer, water, electricity, telephone and other public service connections,lines, conduits, or facilities as when the same may be necessary. Such entry shall be made during reasonable business hours except in cases of emergency, and with as little inconvenience to the unit owner as possible. Any damage caused to the unit by reason of the entry of the representative of the Corporation shall be for the Corporations account. Whenever sewer, water, electrical, telephone or other utility connections, lines or facilities installed within the building serve more than one (1) unit, each individual unit owner served by the said connection, line or facility shall be entitled to the full use and enjoyment of such portions of said connections, lines or facilities to the extent the same serves his unit. Each init shall be subject to an easement of lateral and subjacent support for the beneLit of other units sharing common structural elements. The unit owner shall allow the representative of the Corporation to enter his unit to inspect, repair or generally maintain the roof, bearing walls, structural elements, etc., shared by such unit and other units.

SECTION 18. House Rules and Regulations. The use, occupancy and enjoyment of each unit, whether by the unit owner or his lessee shall likewise be subject to such rules and regulations as the Corporation may, from time to time, issue and promulgate for the convenience of all the unit owners in the Project and for its efLicient and beneLicial management and operation. SECTION 19. Maintenance, Repairs, Alterations, Etc. (a) All maintenance and repair work on any of the units other than the maintenance and repair of any of the common areas or facilities contained therein shall be for the account of the unit owner. Each unit owner shall be responsible for all the damages caused to any other unit and/or to any portion of the building resulting from his failure to effect the required maintenance and repair of his unit. Each unit shall also be obliged to promptly report in writing to the Corporation any defect or need for repair in any of the common areas found in or within the vicinity of his unit. Except as may be limited or restricted herein or in the By-Laws of the Corporation or House Rules, each unit owner or purchaser shall have the exclusive right, at his own expense, to paint, repaint, tile, wax paper or otherwise reLinish and decorate the inner surfaces of: (1) walls, (2) ceiling, (3) Lloor, (4) windows and (4) door bounding his

(b)

(c)

(d)

(e)

unit. The unit owner/purchaser shall not make repairs or changes that would impair the structural integrity of the building or change its original appearance affecting the building exterior. Notwithstanding the foregoing provision, the unit owner, purchaser, tenant or occupant of a unit may not undertake any structural repair or alteration, or any other work which would jeopardize the safety of the building or any init, or to impair any easement without prior written approval of the Corporation and of the unit owners of the units affected by such work. All maintenance and repair of the common areas, whether located inside or outside the units (unless necessitated by the act of negligence of the unit owner, tenant or occupant in which case such expenses shall be charged to the owner or occupant of the unit) shall be made by the Corporation in accordance with the By- Laws of the Corporation. Every unit in the Project shall be subject to the right of entry by the duly designated administrator of the Corporation or its duly authorized representative in connection with any repair which any unit may so require and necessitate. Such entry shall be made at reasonable hours of the day, except during an emergency such as Lire, burglary or for the prevention of the commission of a crime and other misdemeanors. Any damage caused by an authorized entry during an emergency shall be repaired and/or restored at the expense of the Corporation. In case of damage to a unit caused by the negligence and/or fault of another unit owner, the latter shall be responsible for the expenses to correct or repair such damage. If the parties cannot agree as to who is negligent and/or at fault, the President of the Corporation shall make the decision, subject to appeal, by any of the parties to the Board of Trustees whose decision shall be Linal. In cases where corrective measures have to be done immediately to prevent further damage and the parties cannot as yet agree who shall shoulder the cost to repair, the Corporation may advance the cost of repair and charge the party later plus interest at the prevailing rate. The DECLARANT is hereby designated as the Property Manager of the Project for a period of ten (10) consecutive years unless DECLARANT makes an early turnover of the Project in favor of the Corporation before the lapse of the ten (10) years. DECLARANT may designate any of its subsidiaries, afLiliates or assignees to act as Property Manager for the Project.

The By-Laws of the Corporation may contain such further provisions relating to maintenance, repairs, alterations and additions to supplement the foregoing provisions.

SECTION 20. Entry for Repairs. The refusal of the unit owner to allow entry by the Corporation or its duly authorized agent to effect repair after reasonable notice is given, shall make said unit owner liable for consequential damages brought by his refusal to allow entry to the unit. SECTION 21. Penalty for Violation and Procedure for Imposition Thereof The Corporation shall have the power to determine appropriate remedies by way of sanction or imposition or interest expressed on this MASTER DEED or with the House Rules. It shall also prescribe the corresponding procedure taking into consideration the gravity of such violation/s. The exercise of this power shall b without prejudice to such available judicial remedies which the Corporation may avail. Any amount due and forthcoming, by way of reparation or restitution, interests, Lines and/or penalty from the violator to the Corporation shall be considered as on obligation of the unit owner concerned and shall be assessed accordingly. In the event any unit owner or his tenant or lessee fails to comply with any limitation, restriction, covenant, condition of the MASTER DEED or with the House Rules with the time Lixed in the notice given to the unit owner by the Corporation, the latter, or its duly authorized representatives shall have the right: (a) To enter the unit of such defaulting member in which or as to which violation exists and to summarily abate and remove, at the expense of the member owning the unit, any structure or condition constituting the violation. The Corporation thereby shall not be deemed guilty of trespass; or (b) To enjoin, abate, or remedy the continuance of such breach or violation by appropriate administrative and/or legal proceedings; or (c) To buy or re-acquire the unit of the guilty / defaulting member at original acquisition cost from the Developer. SECTION 22. Assessments. Considering that the Corporation is a non-stock and non-proLit entity, it shall need funds to sustain its operations. Thus, until such time and in such manner as the Board of Trustees may reasonable and necessarily determine, there shall be an assessment against each unit owner in the Project proportionate to his appurtenant interest and such sum or sums shall be, designated as follows: Working Capital Assessment An amount equivalent to not less than the total operational expense of the Corporation for six (6) months shall be proportionately shared and collected from the unit owners in the Project which shall constitute its
(a)

WORKING CAPITAL. The proportionate amount contributed by each member shall be his equitable share in the said fund subject to refund when the member ceases to be a unit owner, without interest, n the same amount unless a different sum is contributed subsequently in accordance with a duly approved resolution. The working capital shall be used to initially pay for such utilities, services and facilities availed of and shall be replenished regularly through billing for the operational expenses shared and proportionately participated in by all unit owners. For this Project, the working capital assessment is set at SIXTY (Php 60.00) per share of equivalent Lloor area. Regular Assessment An amount, more or less, equivalent to the expenditure of the Corporation in any given month in its operation shall be the basis to establish the GUIDING RATE by the Project Administration to be approved by the Corporation. These regular expenditures shall include costs for security and janitorial services, electric and water consumption of the common areas, administrative expenses, and such other recurring common expenses to include taxes and insurance premiums if availed of. In order to determine the corresponding share of each unit owner, the following formula shall be used:
(b)

GUIDING RATE x Equivalent Floor Area = Cost of share on the regular assessment The initial rate is set at P 60.00 per square meter per month Special Assessment The Corporation may, from time to time, designate such amount or amounts to be collected from unit owners as and by way of special assessment to cover such expenditures deemed necessary but is not considered in the regular assessment such as improvement works or beautiLication projects approved by the Corporation. This may also include funds necessary to augment deLiciency from insurance proceeds, if any. Any and all unpaid assessment shall bear interest from the due date until fully paid at such rate as the Corporation may Lix in any particular instance, compounded annually, subject to the provisions of existing laws.
(c)

Any sum or sums owing the Corporation from any unit owner in the Project shall be considered as lien over said unit which, together with other incidental increments like interest and penalties imposed, cost and collection and legal fees, shall have priority and preference against any other claim except those owing the government. No transfer of any unit shall be effected unless a clearance of its accountability is secured by the interested party from the Corporation or its duly authorized representative. Any sum or sums owing the Corporation from any member unit shall be considered the prime and sole responsibility of the unit owner notwithstanding

any agreement, understanding or arrangement the unit owner may have entered into with his lessee or tenant and irrespective of the notice made to the Corporation about the said arrangement. SECTION 23. Default Payment and Assessment. In the event that a member defaults in the payment of any assessment duly levied in accordance with this MASTER DEED and the By-Laws of the Corporation, the Corporation may enforce collection thereof by any of the remedies provided by the Condominium Act and other pertinent laws. In the absence of any resolution adopted to the contrary, the Corporation shall have the power to enforce the collection of any assessment as well as institute sanctions such as disconnection of power, water and other utility supplies to the unit until such assessment is updated. In addition thereto, if the members unit in the Project is being leased and his default has lasted for more than thirty (30) days, the Corporation has the right to demand and receive from the unit owners lessee the rent from such lease, up to an amount sufLicient to pay the amount assessed including interest, if any. Such payment of rent to the Corporation shall be sufLicient discharge of such lease as between the lessee and the member to the extent of the amount to be paid. For this purpose, the unit owners of the Corporation hereby bind themselves to incorporate a provision to this effect in the lease contract, if any, of their units on the Project. Notwithstanding such agreement, however, the failure of the lessee to pay the assessment shall not relieve the member of the liability to pay for such assessment. If the Corporation is compelled to Lile suit for the collection of overdue assessments, delinquent unit owners shall be liable for the expense of collection and attorneys fees equivalent to at least twenty Live percent (25%) of the amount due but in no case less than P25,000.00, plus cost of suit. The Corporation may, in case of delinquency or default, take the following actions: (a) Post the names of delinquent members in conspicuous place(s) within the premises of the Projects. (b) Prohibit and/or prevent the removal of furniture, Lixtures, equipment or other items from the affected unit of delinquent member until all assessments, dues and other liabilities of the delinquent member of the Corporation have been fully satisLied. (c) Enter into and take physical possession of the unit of the defaulting member for the use and beneLit of the Corporation for such a period of time as may be necessary to liquidate the sum or sums of money payable and outstanding including the lease of such unit to interested party/ies under such rate as may be acceptable to such interested party/ies and apply rental payment to liquidate the members delinquency. (d) Enforce other sanctions like cutting of utilities even if the unit owner is updated in the payment of utility charges and the like to

force the collection of all assessments as approved by the Corporation. (e) To buy or re-acquire the unit of the guilty / defaulting member at original acquisition cost from the Developer. The income from the lease contract over and above the members delinquency shall be turned over to the unit owner concerned and/or held in trust for and in his behalf by the Corporation. SECTION 24. Real Property Taxes and Other Impositions. Each unit owner shall be responsible for the payment of real property taxes and other charges and assessments accruing on his unit. The value/ acquisition by a unit owner of a unit actually includes his proportional right on all common areas to include land. In cases however that real estate assessments, separate the assessment value of the unit from the assessment value of the common areas, the common area tax shall be shouldered pro-rata. Each unit owner shall execute such instrument and take such action to obtain a separate tax declaration on his respective unit for purposes of taxation and other impositions on real property. Considering that the Corporation shall hold title to the land on which the building is constructed and the common areas in the Project, corresponding taxes thereon shall be shared by all the unit owners in the Project following the formula as in Section 21 above. Since the value and right to a unit includes its proportionate share on the common area and the land, its tax declaration value may already include that share and the individual tax declaration and corresponding tax payment will already cover the common areas and the land. For purposes of payment of taxes and other impositions herein mentioned, the unit owner, his assigns, lessees and heirs, is liable upon availability of the unit, whether actually or constructively receive. SECTION 25. Insurance. In view of the fact that the building is built of reinforced concrete and all common areas are practically of non-combustible materials, the Corporation may opt not to secure Lire insurance for the building and common areas. In cases however, the Corporation decides to secure Lire insurance coverage and such other extended coverage as are common, usual and customary for this building type, the premium on such policy shall be considered as an operating expense of the Corporation and shall be assessed against each unit owner and collected in accordance with the usual collection procedure. The authority to adjust losses under the policy or policies shall be vested in the Corporation; provided, however, that an aggrieved member may ask that the determination ad/or the adjustment of losses under the policy or policies be referred to a reputable insurance adjuster acceptable to both parties. SECTION 26. Contents Insurance.

 Nothing herein contained shall be construed to prohibit any unit owner from taking out an insurance coverage for his unit contents therein, provided, however, that the insurance that will be secured for the unit and/or the improvements or contents shall not diminish or decrease the amount of insurance for the buildings and the common areas nor such additional insurance diminish or decrease the responsibility and/or liability of the unit owner in his share in the premium for the insurance obtained for the buildings and the common areas. Any unit owner who secures a separate or additional insurance coverage for his unit shall be understood to be guided by the conditions of this Section. SECTION 27. Insurance Claims: Dissolution & Reconstruction. Unless the conditions for the dissolution of the Corporation exist as required by Republic Act 4726 ad the required vote of the members decide for dissolution, the proceeds of the insurance policy shall be used for the reconstruction or repair of the building/s or any parts thereof. Reconstruction or repair as used in the present context shall mean restoring the building or parts thereof to the same condition as it existed before or prior to the damage, loss or destruction with each unit and the common areas having the closest approximately possible to the same horizontal or vertical boundaries as before. If the insurance proceeds are insufLicient to cover the cost of reconstruction or repair of the damage done to the unit or the common areas, the deLiciency shall be covered by any fund of the Corporation existing or from any special fund formed for capital expenditures. In the event that even with said funds a deLiciency still exists, a special assessment shall be so made and/or funds shall be raised in such manner and in such times that shall be determined in a special meeting of the members of the Corporation called for the purpose. Notwithstanding this procedure, if the reconstruction is demanded by the exigencies of the time and the proceeds of the insurance policies are insufLicient to cover the reconstruction cost, the Corporation may nevertheless proceed with the reconstruction and the cost thereof not covered with the proceeds of the insurance policy shall be proportionately collected from each unit owner in the Project taking into account the area and/or percentage of participation of such unit owners. The power of the Corporation to proceed with the reconstruction under this authority is subject to the non-existence of the condition whereby unit owners decide for the dissolution of the Corporation and the conditions for dissolution as provided for by law are present. In the event that reconstruction is not resorted to by the Corporation and the dissolution of Corporation is approved by the members, the proceeds of the insurance policy/ies shall be paid to the nit owners or their mortgagees, if any the latter getting only such amount corresponding to the mortgage loan or as can be accommodated with the pro-rata proceeds considering the area of the unit. The excess, if any, shall be paid to the mortgagor of the unit.

 It is understood that the distribution or division of the proceeds to the unit owner or his mortgagee, if any, shall be done only after the accountability of the unit concerned with the Corporation before dissolution is fully satisLied. SECTION 28. Obligation of Buyers Units under Deferred/Installment Payment Plan. Upon the availability of the unit, the buyer under a deferred (installment) plan, shall be liable for all the obligations, assessments, and taxes provided for in this MASTER DEED and in the Articles of Incorporation and By-laws of the Corporation. In the meantime that all payments of all installments have not been effected and title has not been transferred to the buyer, the DECLARANT, shall act as his proxy in the Corporation. SECTION 29. Mortgage Protection. Notwithstanding all other provisions hereof. (a) Any registered mortgage over the unit shall be considered to be superior over that of an unregistered lien over the property. It is provided that the dues forthcoming from the unit arising out of any assessment, whether regular or special, if still unpaid at any foreclosure proceedings, shall at all times be satisLied before any new evidence of ownership and/or title is issued in the name of the purchaser on foreclosure by the proper government agency or instrumentality. The foreclosing mortgage shall cover for the full amount paid by such mortgagee to the Corporation relative to the account of the subject unit with the Corporation. (b) Any purchaser of a unit in the Corporation, before any certiLication from the Corporation is issued as required by the Register of Deeds in registering the transfer of title to the unit, shall clear the unit from any accountability with the Corporation. SECTION 30. Rights of Transferee, Purchasers, Tenants, Occupants and Future Owners. All present and future unit owners, tenants or occupants of units in the Project shall comply and be subject to the provisions of the Condominium Act, the Articles of Incorporation and By-Laws of the Corporation, the MASTER DEED, the House Rules, and such other administrative and policy guidelines as may be issued from time to time by the Corporation. The rights of present owners, tenants or occupants may be exercised by all transferee/s, subsequent purchaser/s of unit/s in the Project. SECTION 31. Eminent Domain. In the event of an actual and threatened taking of all or any unit or the common areas, the owner/s hereby appoint/s the Corporation and such persons as it may delegate to represent the owner/s and the Corporation in connection with such taking. The Corporation shall act at its discretion with respect to any

award being made in connection with the taking and shall be entitled to make a voluntary sale (if legally possible). Any award received on account of the taking shall be paid to the Corporation and it shall distribute any award in pro-rata to the unit owners directly affected and the Corporation as the case may be, subject to the prior rights of mortgagees who are entitled to receive the owners portion of such award pursuant to the terms of their deed/s of mortgage. SECTION 32. Enforcement Waiver. The Corporation or any unit owner shall have the right to enforce by proceedings in law or in equity, all restrictions, conditions, covenants, reservations, liens, and charges now or hereafter imposed by the provisions of this MASTER DEED, the Articles of Incorporation and By-Laws of the Corporation, or any amendment thereto, including the right to prevent the violation of any such restriction, conditions, covenants, or reservations and the right to recover damages or other dues for such violation; provided that the Corporation shall have the exclusive right to enforce assessments or liens and/ or liens or the House Rules. The failure of the Corporation or any unit owner to enforce covenant, condition or restriction herein contained in any instance or at any particular occasion shall not be construed as waiver of such right on any future breach of the same covenant, condition or restriction. SECTION 33. Non-liability of Of`icials. To the fullest extent permitted by law the Board of Trustees or any member of the Board or Committee shall not be liable to any member of the Corporation for any damage, loss or prejudice suffered or claimed on account of any decision, approval or disapproval of plans or speciLications made in good faith and within what such Board, Committee or person reasonably believed to be within the scope of their duties. SECTION 34. Severability. The invalidity of any provision of this MASTER DEED shall not in any manner affect the validity of the other provisions therein, and those other provisions shall continue in effect and valid as if such invalid provisions have never been included. SECTION 35. Amendment. At any time prior to the conveyance to and acceptance of the Project by the Corporation, the DECLARANT may unilaterally amend this MASTER DEED. After such conveyance and acceptance, this MASTER DEED may be amended only by the afLirmative vote of the unit owners whose equity interest in the Corporation constitutes at least a simple majority of the total equity interest in the Corporation, at a meeting duly held in accordance with the By-Laws of the Corporation. SECTION 36. Termination.

 The termination of this Project and the Corporation established in connection therewith shall be governed by the provisions of Republic Act No. 4726, otherwise known as Condominium Act and other pertinent and applicable laws of the Philippines. IN WITNESS WHEREOF, DECLARANT SM DEVELOPMENT CORPORATION has caused this instrument to be executed by its duly authorized President and Vice President this 20th day of October, 2008 at Pasay City. SM DEVELOPMENT CORPORATION DECLARANT By: (Original signed) ROGELIO R. CABUNAG President (Original signed) JOSE T. GABIONZA Vice President

SIGNED IN THE PRESENCE OF: (Original signed) RONALDO S. ARANETA (Original signed) CARLO O. ALAMPAY

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) )S.S. BEFORE ME, a Notary Public for and in the City of Pasay, this 20th day of October, personally appeared Name Community Tax CertiLicate Date/Place Issued SM Development Corporation 00021423 01-03-2008 - Pasay City ROGELIO R. CABUNAG 10206197 01-18-2008 - Pasig City JOSE T. GABIONZA 16235891 01-23-2008 - Quezon City known to me and to me known to be the person who executed the foregoing instrument and who acknowledged to me that the same are their free and voluntary act and deed and that of the Corporation herein represented. This instrument relates to a Master Deed and Declaration of Restrictions of the Grass Residences condominium project being constructed on TWO (2) parcels of land located at Nueva Vizcaya corner Misamis & Nueva Ecija Streets,

Brgy. Sto. Cristo, Quezon City, with a total land area of Thirty Six Thousand Two and 20/200 Square Meters (36,002.20 sq.m.), more or less, and which are covered by and more patrticularly described in Transfer of CertiLicates of Title No. N-320819. This instrument consist of NINETEEN (19) pages including this page where this acknowledgement is written, is signed by Rogelio R. Cabunag and Jose T. Gabionza and their instrumental witnesses on each and every page thereof. IN WITNESS WHEREOF, I have hereunto set my hand and afLixed my seal on the date and place Lirst above stated. Doc. No. 105 Page No. 21 Book No. III Series of 2008 MA. ELIZABETH M. LAURON Notary Public Until December 31, 2009 PTR. No. 0948621/1-16-2008/Pasay City