Book 6743, Page 127

Master Deed

Of

Beachfront Apartment Condominium

We, Richard B. McGaughey and Josephine McGaughey, of 300 Pine Street, Holbrook, Massachusetts, 02343, hereinafter called the Declarant, being the sole owners of the land and building in Dennis, Barnstable County, Massachusetts described in Schedule A attached hereto and made a part hereof, by duly executing and registering this Master Deed, do hereby submit said land together with the building, improvements and structures located thereon and all easements, rights and appurtenances belonging thereto, sometimes referred to herein as "premises", to the provisions of Chapter 183A of the General Laws of Massachusetts, as amended, and propose to create, and do hereby create with respect to said land, building, improvements, easements, rights and appurtenances a condominium to be governed by and subject to the provisions of said Chapter 183A, and to that end we hereby declare and provide as follows: 1. NAME - The Condominium hereby established shall be known as "the BEACHFRONT APARTMENT CONDOMINIUM", hereinafter referred to as Condominium. 2. DESCRIPTION OF LAND - The premises which constitute the Condominium consists of the land described on Exhibit A which is attached hereto and is hereby incorporated herein by this reference and made a part hereof, together with the buildings and improvements thereon. Declarant hereby expressly reserves to itself and its successors-in-title and their nominees, for a period ending three (3) years next after the date on which this Master Deed is recorded, the easement, license, right and privilege to pass and repass by vehicle and on foot in, upon, over and to the common areas and facilities of the Condominium for all purposes, including but not limited to transportation of construction materials in order to complete construction work on the Condominium, provided that in the exercise of the rights reserved by the Declarant in this paragraph, the Declarant will not unreasonably affect the use and enjoyment of the common areas and facilities. Nothing in this paragraph shall be deemed to create any rights in the general public. The Declarant reserves the exclusive right to grant easements over, under, through and across the common areas and facilities of the Condominium, including but not limited to the land and all buildings, for the purpose of installing cable television lines serving the units in the Condominium and such other equipment as may be necessary for the installation and operation of the same, and the Declarant reserves the right to install cable television lines and such other equipment as may be necessary for the installation and operation of same in any units. 3. DESCRIPTION OF BUILDING - There is one, one story building on the premises containing Units M and 1 through 12 and 14 through 20. The building is of wood frame construction with cedar shingle siding and asphalt shingle roof.

4. DESCRIPTION OF UNITS Units - The designation of each unit together with a statement of its location, approximate area and immediate common area to which it has access and any other data necessary for its proper identification and other descriptive specifications thereof are set forth in Exhibit B attached hereto and made a part hereof. The boundaries of the units with respect to the floors, ceilings, walls, doors and windows are:

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Book 6743, Page 128-29 A. Floors: The upper surface of the subflooring; B. Ceiling: The plane of the lower surface of the ceiling joists, or in the case of units or portions of units situated immediately beneath an exterior roof, the plane of the lower surface of the roof rafters; C. Walls: As to all units: The plane of the surface of the wall studs facing the interior of the unit. D. Doors and Windows which open from a unit are part of the unit from which they open. 5. DESCRIPTION OF THE COMMON AREAS AND FACILITIES The common areas and facilities of the Condominium consist of the entire premises including all parts of the building and improvements thereon other than the units and include, without limitation, the following: (a) Such areas and items listed as such in Section 1 of the said Chapter 183A and all areas and facilities of the condominium as are not within a unit of the condominium; (b) The foundation, structural columns, girders, beams, supports, those portions of the exterior walls outside the Units; roof of the building and other areas located beyond the Unit; those portions of the interior walls located between the Units; the concrete floors; those portions of the ceilings of units above the lower surface of the ceiling joists and in case of units or portions of units immediately beneath an exterior roof, those portions of the building above the plane of the lower surface of the roof rafters; © All conduits, ducts, pipes, plumbing, wiring, flues and other facilities for the furnishing of utility services including but not limited to power, light, telephone and water, which are contained in portions of the building contributing to the structure or support thereof, and all such facilities contained within any unit which serve parts of the condominium other than the unit within which such facilities are contained;

(d) All land, beach, porches, concrete walks, walk through areas, patios, lawns, fences, railings, utility rooms, stairways, steps, lighting fixtures, plants, parking areas and other improved or unimproved areas not within the units; (e) All drainage pipes and waste disposal systems; (f) All other apparatus and installations in the building intended for common use or necessary or convenient to the existence, maintenance or safety of the building. The common areas and facilities shall be subject to the provisions of the By-Laws of the Beachfront Apartment Condominium Trust, herein By-Laws, hereinafter referred to, and to rules and regulations which may be promulgated pursuant thereto with respect to the use and maintenance thereof. \

2 Book 6743, Page 129-130 6. PROPORTIONATE INTEREST OF UNITS IN COMMON AREAS Schedule C attached hereto and made part hereof gives the percentage interest of each unit in the common areas and facilities of the condominium, which percentage was computed as required by the provisions of said Chapter 183A. 7. FLOOR PLANS - There is recorded herewith a set of the floor plans of the building showing the layout, location, unit numbers and dimensions of the units without stating a name of the building, and bearing the verified statement of a registered surveyor certifying that the plans fully and accurately depict the layout, location, unit numbers and dimensions of the units as built. 8. USE OF UNITS (a) The buildings and each of the units are intended to be used solely for residential and motel room use in accordance with the By-Laws of the Beachfront Apartment Condominium Trust, provided, however, so long as the Declarants own a unit in the condominium, they may use all or any of their unsold units as models for display for purposes of sale or leasing of units. For purposes of this Master Deed, residential use shall mean single family dwelling use and motel room use shall mean transient use by paying guests.

(b) The parking spaces are intended to be used for the parking of private passenger cars and not for trucks or other vehicles or items except with the prior written permission of the Trustees of the Beachfront Apartment Condominium. © The lawn, beach, walk through and grounds are common facilities intended to be used for the private recreation enjoyment of the occupants of the condominium units and their families and guests, except for parking areas which are to be used for automobile parking, subject to provisions of the By-Laws of the Beachfront Apartment Condominium Trust and to Rules and Regulations promulgated thereto. 9. RESTRICTIONS ON USE OF UNITS - Unless otherwise permitted by instrument in writing and duly executed by the Trustees of the Beachfront Apartment Condominium Trust pursuant to the provisions of the By-Laws thereof, (a) No such unit shall be used for any purpose other than as a single family residential dwelling or motel room for not more than one (1) family unit nor more than two (2) unrelated persons per bedroom. A unit may be leased or rented to persons other than the owners but subject to the Town of Dennis or other lawful restrictions on the number of persons who may occupy a unit. (b) No business activities of any nature shall be conducted in any such unit. © No animals of any kind, including birds, reptiles, and ordinary household pets except for guide dogs for the blind, shall be kept or permitted in any unit, nor in any building nor in or on the common areas and facilities of the condominium. (d) The architectural integrity of the building and the units shall be preserved without modification and to that end, without limiting the generality of the foregoing, no balcony, enclosure, awning, screen, antenna, sign, banner or other device and no exterior change, addition, structure, projection, decoration or other feature shall be erected or placed upon or attached to any such unit or any part thereof, nor addition to or change or replacement of any exterior light, door knocker, or other exterior hardware shall be made, and no painting or decorating shall be done on any exterior part or surface of any

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Book 6743, Page 131-32 unit nor on the interior surface of any window. (e) No unit shall be used or maintained in a manner contrary to or inconsistent with the By-Laws of the Beachfront Apartment Condominium Trust and Rules and Regulations which may be adopted pursuant thereto. (f) No noises, sounds, music of excessive volume or offensive character, nor smells or aromas of offensive character, all as determined by the Trustees in their sole and unrestricted discretion, shall be permitted on the condominium premises.

(g) No water beds, wood or coal stoves or similar devices shall be permitted. (h) No owner or occupant of a unit shall do, or suffer or permit to be done, anything in any unit which would impair the soundness or safety of the building or any of the units therein; or commit or permit any violation of the insurance policies taken out by the Trustees of the Beachfront Apartment Condominium Trust, or do or permit anything to be done, or keep or permit anything to be kept, or permit any condition to exist which would result in an increase in the insurance rate of premium for said insurance unless, in the case of such increase, the unit owner responsible for such increase, or the unit owner whose tenant or occupant is responsible for such increase, shall pay the same. The amount of such increased rate or premium which shall be due the Board may without prejudice to any other remedy of said Board be enforced by assessing the same to the particular unit and its owner in accordance with the By-Laws. Said restrictions shall be for the benefit of the owners of all of the condominium units and the Trustees of the Beachfront Apartment Condominium Trust as the persons in charge of the common areas and facilities, shall be enforceable solely by said Trustees, and shall, insofar, as permitted by law, be perpetual; and to that end may be extended by said Trustees at such time or times and in such manner as permitted or required by law for the continued enforceability thereof. The Trustees shall have the right to withdraw and terminate permissions and approvals given pursuant to the provisions of this Master Deed and the failure of the Trustees to enforce any of the provisions of this Master Deed in any one or more instances shall not constitute a waiver or preclude the enforcement in any other instance. No unit owner shall be liable for any breach of the provisions of this paragraph except such as occur during his or her ownership thereof. 10. AMENDMENT OF MASTER DEED I. This Master Deed may be amended by (I) vote of the owners of units entitled to not less than sixty-six and two thirds (66 2/3) percent of the undivided interests in the common areas and facilities, and (ii) the assent of not less than fifty-one (51%) percent (except in cases where a higher percentage is required by Section 32 of the By-Laws of the Beachfront Apartment Condominium Trust, in which case such higher percentage specified in said Section 32 shall be applicable) of the holders of first mortgages on the units (based upon one vote for each mortgage owned) but only if such amendment would materially affect the rights of any mortgagee, and (iii) vote of a majority of the Trustees of the Beachfront Apartment Condominium Trust. Any such amendment shall be effective when an instrument in writing, signed and acknowledged in proper form for recording by a majority of the Trustees of the Beachfront Apartment Condominium Trust, who certify under oath in such instrument that the amendment has been approved by the requisite vote of unit owners, first mortgagees and Trustees set forth in the immediately preceding sentence, is duly recorded with the Barnstable County Registry of Deeds, provided, however, that: A. No such instrument shall be of any force or effect unless the same has been so recorded in the Barnstable County Registry of Deeds within two (2) months after the requisite vote of the unit owners and the Trustees, and the requisite assent of first mortgagees has taken place; and

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Book 6743, Page 132-33 B. No instrument of amendment which alters the dimensions of any unit shall be of any force or effect unless the same has been signed and acknowledged in proper form for recording by the owner or owners and mortgagee or mortgagees of the units so altered; and C. Pursuant to the provisions of Chapter 87 of the Acts of 11987, the percentage of the undivided interest of each unit owner in the common areas and facilities as expressed in this Master Deed shall not be altered without the consent of all of the unit owners whose percentage of the undivided interest is affected, expressed in an Amended Master Deed duly recorded; and D. No instrument of amendment affecting any unit in a manner which impairs the security of a first mortgage of record thereon held by a bank or insurance company or a purchase money second mortgage held by the Declarant or their successors or assigns shall be of any force or effect unless the same has been assented to by such holder; and E. No instrument of amendment which alters this Master Deed in any manner which would render it contrary to or inconsistent with any requirements or provisions of said Chapter 183A of the General Laws of Massachusetts shall be of any force or effect. F. Notwithstanding any other provisions of this Section 10, no amendment of this Master Deed shall be made if such amendment would be in contravention of the provisions of Section 32 of the By-Laws of the Condominium Trust. II. Notwithstanding anything to the contrary herein, so long as the Declarant owns any unit in the Condominium, the Declarant shall have the right, at any time and from time to time, to amend this Master Deed without the consent of any other Unit Owners or any of the Trustees of the Condominium Trust, to meet the requirements of any governmental or quasi-governmental body or agency, or the requirements of any insurance company or insurance underwriting office or organization, or the requirements of Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Massachusetts Housing Finance Agency, the secondary mortgage market, or any lender, or to correct typographical or clerical errors, or to cure any ambiguity, inconsistency or formal defect or omission. 11. CONDOMINIUM UNIT OWNERS ASSOCIATION - The name of the Trust which has been formed and through which the unit owners will manage and regulate the condominium hereby established is the Beachfront Apartment Condominium Trust under Declaration of Trust

dated May 18, 1989, to be recorded herewith. The address of the Trust is Old Wharf Road, Dennisport, Massachusetts, 02639. Said Declaration of Trust establishes that all unit owners in the Condominium hereby established shall be beneficiaries of said Trust and that the beneficial interest of each unit owner in said Trust shall be the same percentage interest as his percentage of undivided interest in the common areas and facilities as established by this Master Deed. The name and address of the original Trustees of said Trust and its term of office is as follows: Richard B. McGaughey and Josephine McGaughey of 300 Pine Street, Holbrook, MA 02343. Term: As set forth in Section 3 of the Declaration of Trust of the Beachfront Apartment Condominium Trust.

5 Book 6743, Page 134-135 The Trustee has enacted By-Laws pursuant to Massachusetts General Laws, Chapter 183A, which are set forth in the Declaration of Trust of said Trust which is recorded herewith.

12. ENCROACHMENTS - If any portion of the common areas and facilities now encroaches upon any unit, or if any unit now encroaches upon any other unit or upon any portion of the common areas and facilities, or if any such encroachment shall occur at any time or from time to time hereafter as a result of: (a) settling of the building, or (b) condemnation or eminent domain proceedings , or (c) alteration or repair to the common areas and facilities or any part thereof done pursuant to the provisions of this Master Deed as the same may be from time to time amended, or the provisions of the Declaration of Trust of the Condominium Trust as the same may be from time to time amended, or (d) repair or restoration of the building or any unit thereof after damage by fire or other casualty, then and in any of the foregoing events, a valid easement shall exist for such encroachment and for the maintenance of the same so long as the building stands. 13. PIPES, WIRES, FLUES, DUCTS, CONDUITS, PLUMBING LINES AND OTHER COMMON FACILITIES LOCATED INSIDE OF UNITS Each unit owner shall have an easement in common with the owners of all other units to use all pipes, wires, ducts, flues, cables, conduits, public utility lines and other common areas and facilities located in any of the other units and serving his unit. Each unit shall be subject to an easement in favor of the owners of all other units to use the pipes, wires, ducts, flues, cables, conduits, public utility lines and other common areas and facilities serving other units and located in such unit. The Trustees of the Beachfront Apartment Condominium Trust shall have a right of access to each unit to inspect the same to remove reasonable violations therefrom and to maintain, repair or replace the common areas and facilities contained therein or elsewhere in the building.

14. ALL UNITS SUBJECT TO MASTER DEED, UNIT DEED, AND BY-LAWS AND RULES AND REGULATIONS OF THE CONDOMINIUM TRUST All present and future owners, tenants, visitors, servants and occupants of units shall be subject to and shall comply with the provisions of this Master Deed, the Unit Deed, the By-Laws and the Rules and Regulations, as they may be amended from time to time. The acceptance of a deed or conveyance or the entering into a lease or into occupancy of any unit shall constitute an agreement that (a) the provisions of this Master Deed, the Unit Deed, the By-Laws and the Rules and Regulations as they may be amended from time to time are accepted and ratified by such owner, tenant, visitor, servant or occupant, and all such provisions shall be deemed and taken to be covenants running with the land and shall bind any person having at any time any interest or estate in such unit, as though such provisions were recited and stipulated at length in each and every deed or conveyance or lease thereof, and (b) a violation of the provisions of this Master Deed, the Unit Deed, By-Laws or Rules and Regulations by any such person shall be deemed a substantial violation of the duties of the condominium unit owner. 15. In the event the Trustees acquires title to any unit, the title, together with the Appurtenant Interests, shall be acquired and held by the Trustees or its designee, corporate or otherwise, on behalf of all unit owners. The lease covering any unit leased by the Trustees, or its designee, corporate or otherwise shall be held by the Trustees, or its designee, on behalf of all unit owners, in proportion to their respective common interests.

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Book 6743, Page 135-36 16. INVALIDITY - The invalidity of any provision or provisions of this Master Deed shall not be deemed to impair or affect in any manner the validity, enforceability or effect of the remainder of this Master Deed, and, in such event, all of the other provisions of this Master Deed shall continue in full force and effect as if such invalid provision had never been included herein. 17. WAIVER - No provision contained in this Master Deed shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 18. CONFLICTS - This Master Deed is set forth to comply with the requirements of Chapter 183A of the General Laws of Massachusetts. In case any of the provisions stated above conflict with the provisions of said statute, the provisions of said statute shall control.

19. CAPTIONS - The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Master Deed or the intent of any provisions hereof. 20. FEDERAL HOME LOAN MORTGAGE CORPORATION; FEDERAL NATIONAL MORTGAGE ASSOCIATION - Reference is hereby made to Section 32 of the By-Laws of the Condominium Trust which is hereby incorporated herein by this reference and made a part hereof. 21. CREATION OF JOINED UNITS - In the event that at any time or from time to time two (2) or more adjoining units are in common ownership, whether such units are adjacent to each other horizontally or vertically, or both, and if the owner of such units (hereinafter called the "Joined-Unit Owner") desires to cut an opening, or openings, between such units in order to physically connect such units, he may do so by the following procedure and subject to the provisions of Paragraph C. (I) of Section 6 of the By-Laws of the Condominium Trust; (a) The Joined-Unit Owner shall send written notice to all of the unit owners and to the Trustees of his intention to so physically connect such units and such notice shall be accompanied by (i) a plan drawn by an architect registered in Massachusetts showing the work which the Joined-Unit Owner proposes to perform and (ii) a written statement by such registered architect that such work will not impair the structural integrity of the building and (iii) a written agreement under which the Joined-Unit Owner obligates himself to the other unit owners and to the Condominium Trust to proceed expeditiously with such work according to such plan, in a first class workmanlike manner, utilizing new materials, and that all such work shall be done under the supervision of such architect, and that such work shall not in any manner impair the structural integrity of the building, and that all bills for labor and materials will be promptly paid by the Joined-Unit Owner, and that the Joined-Unit Owner will indemnify the other unit owners and the Condominium Trust and save them harmless against any liens for labor materials in connection with such work, and that the Joined-Unit Owner shall pay for all costs of said work, the fee of such registered architect, and the reasonable fees of any architect which the Trustees may engage to advise them as to any aspect of such work. (The Trustees may, but shall not be obligated to engage an architect to so advise them.) (b) No work shall commence unless and until a majority of the Trustees shall have assented thereto in writing. Said Trustees may withhold their consent for the reason that such work would impair the structural integrity of the building, but for no other reason. Following such consent, the Joined-Unit Owner shall expeditiously proceed with the work in accordance with such written agreement and plans and with this section of this Master Deed.

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Book 6743, Page 136

© At the completion of the work, the Joined-Unit Owner shall notify the Trustees in writing that the work has been completed in all respects and that all bills for labor and materials in connection therewith have been paid in full, and such notice shall be accompanied by a written verification of such architect that the work has been completed in all respects and that the performance of such work has not impaired the structural integrity of the building. During such time as the units are physically connected, the Joined-Unit Owner and his successors in title to such units shall have an easement for himself and those lawfully occupying such units, to pass and repass through the common areas and facilities which separated such units from each other prior to the work which is the subject of this section of this Master Deed. In the event that at any time or from time to time, two (2) or more units in common ownership have been combined as hereinabove set forth, the then Joined-Unit Owner (a) shall have the right at any time thereafter to replace the opening or openings between such units which physically connected such units and (b) shall have the obligation to replace the opening or openings between such units which physically connected such units prior to selling or otherwise providing for separate ownership of the units, and in both events shall do so by following the procedure set forth hereinabove in this Section 21 of this Master Deed, and in such event or events, the reference to the "work" hereinabove shall be deemed to mean the work of replacing such opening or openings, and restoring such opening or openings to their condition immediately prior to the physical connection of such units, so that such units are no longer physically connected. Thereafter, the units which were formerly physically connected may again be sold, conveyed, mortgaged or otherwise transferred or alienated as separate units. The units which are the subject of the joining arrangement described in this section may be units which are contiguously located to each other either horizontally, or vertically, or both. Each present and future unit owner, by accepting delivery of his unit deed, shall be deemed to have expressly assented to the provisions of this Section 21 of this Master Deed. 22. This Master Deed may not be amended so as to change the use of the buildings to other than residences and a residential motel without first complying fully with the Town of Dennis Zoning By-Law and obtaining a permit from the appropriate Town of Dennis permit granting authority if, at the time the use is to be changed, a permit is required. 23. The Condominium shall have an on site manager between the period of June 15 through September 15 of each year. An owner or owners within the Beachfront Apartment Condominium Association shall be appointed as on-site manager(s). Beachfront Apartment Condominium Association shall provide the Town of Dennis Board of Health, Police Department and Fire Department with the name or names of the on-site manager or managers, with telephone numbers therefore, for the period June 15 through September 15 each year by June 1. Beachfront Apartment Condominium Association shall also provide the Town of Dennis Board of Health, Police and Fire Departments with the name, address and telephone number of the President of the Association each year by June 1. These requirements as well as authorization from the Town of Dennis Board of Appeals to no longer require the use of Unit M and Unit 1 to house an on-site manager are set forth in a Modification of a Special Permit granted by the Town of Dennis Board of Appeals dated December 8, 1998 in File A-728, which is recorded herewith.

24. TIME-SHARING RESTRICTION - The Condominium shall not be used or sold on a time-sharing basis. This restriction shall not prevent the use of the premises for residential and motel room use, which uses shall include the renting and occupancy of the units, in addition to other time periods, on a

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Book 6743, Page 138 transient and weekly basis. This restriction may be enforced by any unit owner, the Trustees of the Beachfront Apartment Condominium Trust or by John B. Stinger and Mary K. Stinger, the owners of Lot 3 on Land Court Plan 11933-D for whose benefit, in part, this restriction is imposed. WITNESS our hands and seals this 10th day of May, 1989 ______________________________ Richard B. McGaughey ______________________________ Josephine McGaughey

COMMONWEALTH OF MASSACHUSETTS

County:___________________________________ May 18, 1989 Then personally appeared the above named RICHARD B. MCGAUGHEY and JOSEPHINE MCGAUGHEY, and acknowledged the foregoing instrument to be their free act and deed, before me. ______________________________ Notary Public My commission expires: Dec. 12, 1991

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Book 6743, Page 139

EXHIBIT A

The land in Dennis (Port), Barnstable County, Massachusetts, bounded and described as follows:

PARCEL 1

NORTHEASTERLY by Old Wharf Road, a 40' wide Town Way, as shown on a plan hereinafter mentioned, fifteen and 70/100 (15.70) feet; SOUTHEASTERLY by land of various owners, as shown on said plan, eight hundred nine (809) feet, more or less; SOUTHWESTERLY by the waters of Nantucket Sound;

NORTHWESTERLY by Parcels A, B, C and F on Land Court Plan 11933B and Lot 3 on Land Court Plan 11933-D as shown on said plan, five hundred twenty-five (525) feet, more or less; NORTHLY by land of J.B. Stinger, as shown on said plan, seventy-three and 15/100 (73.15) feet; NORTHWESTERLY by land of various owners, as shown on said plan, two hundred sixty-seven and 96/100 (267.96)feet.

PARCELS 2, 3, 4 AND 5

NORTHEASTERLY by Lot A, as shown on a plan hereinafter mentioned, eighty-eight and 47/100 (88.47) SOUTHEASTERLY by land now or formerly of Minnie L. Nighman; SOUTHWESTERLY by high water mark in Nantucket Sound; and NORTHWESTERLY by land now or formerly of Raymond M. Adams Said land is shown as LOT F

on plan hereinafter mentioned.

NORTHEASTERLY by Lot D, one hundred and 09/100 (103.09) feet; SOUTHEASTERLY by land now or formerly of Minnie L. Nighman, three hundred fifty-nine and 55/100 (359.55) feet; SOUTHWESTERLY by Lot F, eighty-eight and 47/100 (88.47) feet; and

A-1 Book 6743, Page 140 NORTHWESTERLY by land now or formerly of Raymond M. Adams, four hundred twenty-six and 00/100 (426) feet. Said land is shown as LOTS A, B AND C

on said plan.

All of said boundaries, except the water line, are determined by the Court to be located as shown on subdivision plan 11933-B, dated August 24, 1939, drawn by John F. Rand, C.E., and filed in the Land Registration Office at Boston, a copy of which is filed in Barnstable County Registry of Deeds in Land Registration Book 30, Page 19 with Certificate of Title No. 5609, and said land is shown thereon as

LOTS A, B, C, AND F.

All of said Parcels 1, 2, 3, 4, and 5 are shown on a plan entitled "Beachfront Apartment Condominiums, 41 Old Wharf Road, Dennisport, Massachusetts, Scale 1" = 30', Date, April 24, 1989, Moran Engineering, 941 Main Street, S. Harwich, Massachusetts, 02661 to be recorded herewith. Said PARCEL 1

is conveyed subject to and together with the benefit of:

A. The roadway, as now laid out, running from the Southeasterly side of said land of Stinger in a radial course to the Northerly side of the premises. B. The right to build and maintain a stone jetty, as set forth in an instrument dated January 20, 1948, recorded with said deeds in Book 697, Page 574. C. An easement to Commonwealth Electric Company dated April 18, 1989 recorded with Barnstable County Registry of Deeds in Book 6711, Page 68. D. All other rights, easements, privileges, restrictions and reservations of record, insofar as the same may now be in force and applicable. E. A Special Permit from the Town of Dennis Zoning Board of Appeals recorded with the Barnstable County Registry of Deeds in Book 6529 , Page 294 and an Order of Conditions from the Town of Dennis Conservation Commission recorded with the Barnstable County Registry of Deeds in Book 6529, Page 297. Said PARCELS 2, 3, 4, AND 5

are conveyed subject to and together with the benefit of:

A. Lots A, B, and C are subject to the right of foot passage over the same as appurtenant to land of Emily P. Billingham and others who may be entitled to such right, and Lot F is subject to right of said Billingham and others who may be entitled thereto, to its use for the purpose for which a beach is usually used, all as set forth in Document No. 12,445. B. All other rights, easements, privileges, restrictions and reservations of record, insofar as the same may now be in force and applicable. C. Said Parcels 2, 3, 4 and 5 are conveyed subject to the following view easement imposed for the benefit of John B. Stinger and Mark K. Stinger, the owners of Lot 3 on Land Court Plan 11933-D. Except as required by law, so long as the premises are a part of the Beachfront Apartment Condominium, neither the Trustees of the Beachfront Apartment Condominium Trust nor the Unit Owners in said Condominium

A-2 Book 6743, Page 141 shall plant or allow to remain, trees or shrubs, except for trees and shrubs presently growing on the premises, nor shall they erect or permit any building, fence or other structure on the premises that will unreasonably interfere with the view of Nantucket Sound from the house now existing on said Lot 3. Trees and shrubs may be planted and allowed to grow to a height of four (4) feet and cars may be parked on the property as permitted or required by the Town of Dennis Zoning Board of Appeals. Except as required by the Town of Dennis to allow for the construction, repair, maintenance and drainage of the parking area and sewage disposal system for the Beachfront Apartment Condominium or otherwise, the elevation of the parking pavement shall not be higher than eleven (11) feet and the top of the planting shall not be higher elevation than fifteen (15) feet. he benchmark of reference shall be that shown on drawing entitled "Beachfront Apartment Condominiums" dated August 9, 1988, Rev. October 3, 1988 prepared by Moran Engineering, Inc. For title to Parcel 1 see deed of Beachfront, Inc. to Richard B. McGaughey et ux recorded with Barnstable County Registry of Deeds in Book 6529, Page 264. For title to Parcels 2, 3, 4 and 5, see Certificate of Title No. 116099.

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Book 6743, Page 142

BEACHFRONT APARTMENT CONDOMINIUM

EXHIBIT B

Location No. of Approx. Unit Within Rooms Sq. Ft. Designation Building Inc. Baths

in Area

M Northerly 3 284 1 Northerly 3 284 2 Northerly 4 443 3 Northerly 4 443 4 Northerly 3 284 5 Northerly 3 284 6 Northerly 4 441 7 Northerly 4 443 8 Northerly 3 284 9 Northerly 3 284 10 Northerly 4 441

11 Southerly 4 443 12 Southerly 3 284 14 Southerly 3 284 15 Southerly 4 438 16 Southerly 4 443 17 Southerly 3 284 18 Southerly 3 284 19 Southerly 4 438 20 Southerly 4 446 Each unit has direct access to the common area grounds. B-1 Book 6743, Page 143

BEACHFRONT APARTMENT CONDOMINIUM

EXHIBIT C

Unit Percent of Undivided Interest Designation

In Common Areas and Facilities

M 4.5 1 4.5 2 5.5 3 5.5 4 4.5 5 4.5 6 5.5 7 5.5 8 4.5 9 4.5 10 5.5 11 5.5 12 4.5

14 4.5 15 5.5 16 5.5 17 4.5 18 4.5 19 5.5 20 5.5 We further certify that this amendment to said Master Deed of the Beachfront Apartment Condominium has been assented to by all of the Unit owners and all of the Mortgage holders. WITNESS our hands and seals this day of February, 1999 ______________________________ LEO HETU, Trustee ______________________________ AGNES LYNCH, Trustee ______________________________ FREDERICK TINORY, Trustee

C-1

THE COMMONWEALTH OF MASSACHUSETTS

Barnstable, ss. February, 1999 Then personally appeared the above named Leo Hetu, Trustee as aforesaid, and acknowledged the foregoing instrument to be his free act and deed, before me

_______________________________ Howard C. Cahoon, Jr. Notary Public My Commission Expires: December 3, 2004

C-2 Book 6743, Page 144-145

OLD WHARF ROAD BEACHFRONT APARTMENT CONDOMINIUM TRUST

DENNISPORT, MASSACHUSETTS

DECLARATION OF TRUST of the BEACHFRONT APARTMENT CONDOMINIUM TRUST made at Dennisport, Barnstable County, Massachusetts by Richard B. McGaughey and Josephine McGaughey of Holbrook, Norfolk County, Massachusetts hereinafter called the "Trustees" which term includes their successors in trust. The term "Trustees" or "Trustee" also means the Trustees or Trustee for the time being hereunder, whenever the context so permits. I. NAME OF TRUST The trust created hereby shall be known as the BEACHFRONT APARTMENT CONDOMINIUM TRUST and all activities carried on by the Trustees hereunder shall, insofar as legal, practical and convenient, be conducted under said name and style. II: PURPOSES (a) All of the rights and powers in, to and with respect to the common areas and facilities of the BEACHFRONT APARTMENT CONDOMINIUM established by Master Deed of even date and recorded herewith (hereinafter called the "Condominium"), which are by virtue of the provisions of the Massachusetts General Laws, Chapter 183A, "Condominiums" (hereinafter called "Chapter 183A) conferred upon or exercisable by the organization of unit owners of the Condominium and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in the Trustees as joint tenants, with right of survivorship, as Trustees in the Trust, BUT IN TRUST NEVERTHELESS, to exercise, manage, administer and dispose of the same and to receive the income thereof for the benefit of the owners of records from time to time of the units in the Condominium (hereinafter called the "unit owners"), according to the schedule of beneficial interest referred to in Section 4 hereof, and in accordance with the provisions of said Chapter 183A. This Trust is the organization of the Unit Owners established pursuant to the provisions of said Chapter 183A for the purposes therein set forth. (b) It is hereby expressly declared that a trust, and not a partnership, has been hereby created and that the Unit Owners are beneficiaries and not partners or associates or any other relation whatever among themselves with respect to the trust property, and hold no relation to the Trustees other than as such beneficiaries, with only such rights as are conferred upon them as such beneficiaries hereunder and under and pursuant to the provisions of said Chapter 183A. III: TRUSTEES (a) Appointment of Trustees (i) Initial Board

The Initial Board shall consist of the Trustees named in the first paragraph of this Declaration of Trust, to wit: Richard B. McGaughey and Josephine McGaughey, hereinafter called the "Initial Board". The term of the Initial Board shall end upon the earliest to occur of the following events: (a) 120 days after

1 Book 6743, Page 145- 146-147 ninety (90%) percent of the total number of units in the Condominium have been conveyed to unit purchasers; or (b) five (5) years following the conveyance of the first unit; or (c) the resignation of Richard B. McGaughey and Josephine McGaughey. Notwithstanding any other term or provision of this Trust to the contrary: (A) the Unit Owners shall have no power or right to remove the Initial Board, no rror to appoint any additional or successor trustees, until the expiration of the term of said Initial Board shall have expired as set forth in the immediately preceding sentence, and (B) during the term of the Initial Board, any vacancy in the office of a Trustee, however caused, shall be filled only by the designation of the Declarant of the Master Deed unless such right of designation is specifically released in writing by the Declarant of the Master Deed. (ii) Subsequent Board of Trustees After the term of the Initial Board, there shall be all subsequent times be a Board of Trustees hereunder consisting of three (3) or five (5) natural persons, the number and persons elected as determined by vote of unit owners entitled to no less than fifty-one (51%) percent of the beneficial interest hereunder. The Trustees so elected, subject to removal, death or resignation, shall serve for a term of two (2) years. The Trustees shall record a certificate with the Barnstable County Registry of Deeds promptly after each change in a Trustee or Trustees. (b) Vacancies After the expiration of the term of the Initial Board, if and when the number of Trustees shall become less than three (3), a vacancy or vacancies in said office shall be deemed to exist. Each such vacancy shall be filled by written instrument setting forth (I) the appointment of a natural person to act as such Trustee, signed (I) by any three (3) unit owners who certify under oath that unit owners entitled to no less than fifty-one (51%) percent of the beneficial interest hereunder have voted to make such appointment and acknowledged by at least one (1) of the signatories, or (ii) if the Unit Owner(s) entitled to such percentage have not made such an appointment within thirty (30) days after the occurrence of such vacancy, by the remaining Trustees; and (II) the acceptance of such appointment, signed and acknowledged in proper form for recording by the person so appointed. Such appointment shall become effective upon the recording with the Barnstable County Registry of Deeds of a certificate of such appointment signed and accepted as aforesaid, and such person shall then be and become such Trustee and shall be vested with the title to the Trust property, jointly with the remaining or surviving Trustee or Trustees without the necessity of any act of transfer or conveyance. If for any reason any such vacancy in the office of Trustee shall continue for more than sixty (60) days and shall at the end of that time remain

unfilled, a Trustee or Trustees to fill such vacancy or vacancies may be appointed by any court of competent jurisdiction upon the application of any Unit Owner and notice to the other Unit Owners and all Trustees and to such other parties in interest, if any, to whom the court may direct that notice be given, and such appointment shall become effective upon the recording with the Barnstable County Registry of Deeds of a certificate or order of such appointment. Notwithstanding anything to the contrary in this subsection (b) despite any vacancy in the office of Trustee, however caused and for whatever duration, the remaining or surviving Trustees, subject to the provisions of the immediately following subsection (c), shall continue to exercise and discharge all of the powers, discretions and duties hereby conferred or imposed upon the Trustees. © MAJORITY VOTE In all matters relating to the administration of the Trust hereunder and the exercise of the powers hereby conferred, the Trustees shall act by majority vote, and subsequent to the expiration of the term of the Initial Board in no case shall a majority consist of less than two (2). The foregoing sentence shall not apply during the term of the initial Board. Whenever during the term of the Initial Board there shall be only one Trustee hereunder, all references in this instrument and in the By-Laws and Rules and Regulations hereto to "a majority of the Trustees" shall be deemed to refer to the sole Trustee. The Trustees may so act without a meeting by instrument signed by all Trustees.

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Book 6743, Page 147 (d) RESIGNATION OF TRUSTEES (i) Any Trustee may resign at any time by instrument in writing, signed and acknowledged in proper form for recording and such resignation shall take effect upon the recording of such document with said Barnstable County Registry of Deeds. (ii) After reasonable notice and opportunity to be heard before the Unit Owners called pursuant to Sections 8 and 34 of the By-Laws hereof, a Trustee (except a member of the Initial Board) may be removed from office, with or without cause, by an instrument in writing signed by any three (3) unit owners and acknowledged by at least one (1) of the signatories thereto, who certify under oath that unit owners entitled to no less than fifty-one (51%) percent of the beneficial interest hereunder have voted for such removal, such instruments to take effect upon the recording thereof with said Barnstable County Registry of Deeds. (e) BONDS The Trustees shall purchase and maintain fidelity bonds as set forth in Section 3 of the By-Laws hereto. All expenses incident to any such fidelity bonds shall be charged as a Common Expense of the Condominium

(f) GOOD FAITH No Trustee hereinbefore named, or appointed or designated as hereinbefore provided, shall under any circumstances or in any event be held liable or accountable out of his personal assets or estate or be deprived of compensation to the unit owners or otherwise by reason of any action taken, suffered or omitted in good faith, or be so liable, accountable or deprived for more money or other property than he actually receives, or for allowing one or more of the other Trustees to have possession of the Trust books or property, or be so liable, accountable or deprived by reason of honest errors of judgment or mistakes of fact or law or by reason of the existence of any personal interest or gain or by reason of anything except his own personal and willful malfeasance, bad faith, or fraud. (g) CONFLICT OF INTEREST No Trustee shall be disqualified by his office from contracting or dealing with the Trustees or with one or more Unit Owners (whether directly or indirectly because of his interest individually or the Trustees' interest or any Unit Owner's interest in any corporation, firm, trust, or other organization connected with such contracting or dealing or because of any other reason), as vendor purchaser or otherwise, nor shall any such dealing, contract or arrangement entered into in respect of this Trustee in which any Trustee shall be in any way interested, be avoided, nor shall any Trustee so dealing of contracting or being so interested, be liable to account for any profit realized by any such dealing, contract or arrangement by reason of such Trustee's holding office or of the fiduciary relationship hereby established, provided the Trustee shall act in good faith and shall disclose to the other Trustees the nature of his interest before the dealing, contract, or arrangement is entered into. It is understood and permissible for the Initial Board hereunder and any other Trustees designated by the Initial Board or who are employed by or affiliated or associated with the Declaration of the Master Deed, to contract with the Declarant and any corporation, firm, trust or other organization controlled by or affiliated or associated with the Declarant without fear of being charged with self-dealing.

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Book 6743, Page 148-49-50 (h) COMPENSATION The Trustees shall receive no compensation for their services as such Trustees, but with the prior written approval in each instance of the other Trustees, and upon presentation of proper vouchers, each Trustee may be reimbursed for actual out-of- pocket expenses paid or incurred by

him pursuant to his duties as such Trustee, and such reimbursement shall be a Common Expense of the Condominium. With the prior written approval in each instance of the other Trustees, each Trustee may receive reasonable compensation for any extraordinary or unusual services rendered by him in connection with this Trust, and such compensation shall be a Common Expense of the Condominium. With the prior written approval in each instance of the other Trustees, any Trustee may be engaged to render services to this Trust, legal, accounting, or otherwise, at such compensation as shall be fixed by the Trustees, and any fees or other compensation shall be a Common Expense of the Condominium. Notwithstanding anything to the contrary in this subsection (h) of this Section 3, no compensation, reimbursement, or fees shall be paid to the Initial Board. A Trustee shall abstain from voting upon any question regarding reimbursement, compensation, or fees proposed to be paid to him pursuant to the provisions of this subsection (h) of this Section III, or upon any question regarding the engagement of himself, or any firm, association, corporation or partnership of which he is a member, to render services, legal, accounting or otherwise to this trust. (i) INDEMNITY The unit owners shall defend , save harmless and indemnify each present and future Trustee against all costs, expenses and liabilities, including the amounts of judgments, amounts paid in compromise settlements and amounts paid for services of counsel and other related expenses, which may be incurred by or imposed on him in connection with any claim, action, suit, proceeding, investigation or inquiry hereafter made, instituted or threatened in which he may be involved as a party or otherwise by reason of any past or future action taken of authorized or approved by him or any omission to act as such Trustee, whether or not he continues to be such a Trustee at the time of the incurring or imposition of such costs, expenses or liabilities, except such costs, expenses or liabilities as shall relate to matters as to which he shall in such action, suit or proceeding be finally adjudged to be liable by reason of his own individual willful gross misconduct or action taken in bad faith or plainly contrary to clear and express provisions of Chapter 183A, the Master Deed, or the By-Laws. The foregoing right of indemnification shall not be exclusive of other rights to which any such Trustee may be entitled as a matter of law or otherwise, and shall inure to the benefit of the heirs, executors, administrators and other legal representative of each such Trustee. IV. BENEFICIARIES AND THEIR BENEFICIAL INTEREST (a) The beneficiaries hereof shall be the Unit Owners of the Condominium, for the time being. The beneficial interest in the Trust hereunder shall be divided among the Unit Owners in the percentage of undivided beneficial interest appertaining to the Units of the Condominium, all as set forth on Exhibit C of the Master Deed, which is hereby incorporated herein by this reference

and made a part hereof, with the same forces and effect as though fully set forth in the body hereof. (b) The beneficial interest of each Unit of the Condominium shall be held and exercised as a unit and shall not be divided among several owners of any such Unit. To that end, whenever any of said Units is owned of record by more than one person, the several owners of such Unit shall: (I) determine and designate which one of such owners or some other person to act as their proxy shall be authorized and entitled to cast

4 Book 6743, Page 150-51-52 votes, execute instruments, and otherwise exercise the rights appertaining to such Unit hereunder; and (ii) notify the Trustees of such designation by a notice in writing signed by all of the record owners of such Unit. Any such designation shall take effect upon receipt by the Trustees of such notice, and may be changed at any time and from time to time by notice as aforesaid. In the absence of any such notice of designation, the Trustees may designate any one of such owners for such purposes. V. BY-LAWS The By-Laws of this Trust are attached hereto as Exhibit A which is hereby incorporated herein by this reference and made a part hereof with the same force and effect as though fully set forth in the body hereof. VI. RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUST (a) Any instrument signed and acknowledged in proper form for recording, by a majority of the Trustees as they then appear of record in the Barnstable County Registry of Deeds, and recorded in the Barnstable County Registry of Deeds, may be relied on as conclusively establishing that such instrument was the free act of this Trust and shall be binding upon this Trust when so recorded. (b) No purchaser, mortgagee, lender, or other person dealing with a majority of the Trustees , as they then appear of record in the Barnstable County Registry of Deeds shall be bound to ascertain or inquire further as to the persons who are then the Trustees hereunder or be affected with any notice, implied or actual, relative thereto, other than by a certificate thereof, so recorded, and such recorded certificate shall be conclusive evidence of the personnel of said Trustees and of any changes therein. The receipts of a majority of the Trustees, for money paid or things delivered to them shall be effectual discharges therefrom to the persons paying or delivering the same, and no person from whom a majority of the Trustees shall receive any money, property or other credit, shall be required to see to the application thereof. No purchaser, mortgagee, lender or other person dealing with a majority of the Trustees, or with any real or

personal property which then is or formerly was trust property shall be bound to ascertain or inquire as to the existence or occurrence of any event or purpose in or for which a sale, mortgage, pledge or charge is herein authorized or directed, or otherwise as to the purpose of regularity of any of the acts of the Trustee(s) purporting to be done in pursuance of any of the provisions or powers herein contained, or as to the regularity of the resignation or appointment of any Trustee. Any instrument of appointment of a new Trustee or resignation or discharge of a Trustee purporting to be executed by the Trustees, Unit Owners or other persons herein required to execute the same, shall be conclusive evidence in favor of any such purchaser or other person dealing with the Trustees of the matters therein recited relating to such discharge, resignation or appointment or the occasion thereof. © Notwithstanding anything to the contrary herein, and notwithstanding any custom or usage to the contrary, no recourse shall at any time be had under or upon any note, bond, contract, order, debt, claim, instrument, certificate, undertaking , obligation, covenant, or agreement, whether oral or written, made, issued or executed by the Trustees or by any agent or employee of the Trustees, or by reason of anything done or omitted to be done by or on behalf of them or any of them, against the Trustees individually, or against any such agent or employee, or against any beneficiary, either directly or indirectly by legal or equitable proceedings., or by virtue of any suit or otherwise, and all persons extending credit to, contracting with, or having any claim against the Trustees, shall look only to the trust property for payment under such note, bond, contract, order, debt, claim, instrument, certificate, undertaking, obligation, covenant, or agreement, or for the payment of any debt, damage, judgment or decree, or of any money that may otherwise become due or payable to them from the Trustees, so that neither the Trustees nor the

5 Book 6743, Page 152-53 beneficiaries, present or future, shall ever be personally or individually liable therefore, provided, however, that nothing herein contained shall be deemed to limit or impair the liability of the Unit Owners under the provisions of said Chapter 183A. (d) Every note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made, issued or executed by the Trustees, or by any agent or employee of the Trustees, shall be deemed to have been entered into subject to the terms, conditions, provisions, and restrictions hereof, whether or not express reference shall be made to this instrument. (e) This Declaration of Trust and amendments hereto and any Certificate herein required or which it may be deemed desirable to record, shall be recorded with the Barnstable County Registry of Deeds and such record when executed according to the requirements of this Declaration of Trust shall be deemed conclusive evidence of the contents and effectiveness

thereof according to the tenor thereof; and all persons dealing in any manner whatsoever with the Trustees, the trust property, or any beneficiary hereunder, shall be held to have notice of any alteration or amendment of this Declaration of Trust, or change of Trustee or Trustees, when the same shall be so recorded. Any certificate signed by a majority of the Trustees at the time as they then appear of record in the Barnstable County Registry of Deeds setting forth as facts any matters affecting the trust, including statements as to who are the Trustees, as to what action has been taken by the Trustees or beneficiaries, and as to matters determining the authority of the Trustees to do any act, when duly acknowledged and recorded with said Barnstable County Registry of Deeds, shall be conclusive evidence as to the existence of such alleged facts in favor of all thir persons, including the Trustees acting in a reliance thereon. Any certificate executed by a majority of the Trustees as they then appear of record in the Barnstable County Registry of Deeds setting forth the existence of any facts, the existence of which is necessary to authorize the execution of any instrument or the taking of any action by such Trustees, shall, when duly acknowledged and recorded with said Barnstable County Registry of Deeds, as to all persons acting in good faith in reliance thereon, be conclusive evidence as the truth of the statement made in such certificate and of the existence of the facts therein set forth. VII. AMENDMENTS; TERMINATION (a) Notwithstanding anything to the contrary herein, so long as the Declarant of the Master Deed owns any unit in the Condominium, the Declarant shall have the right, at any time and from time to time, to amend this Declaration of Trust (including but not limited to the By-Laws hereto and the Rules and Regulations hereto) without the consent of any Unit Owners or any of the Trustees of this Trust, to meet the requirements of any governmental or quasi-governmental body or agency, or the requirements of any insurance company or insurance underwriting office or organization, or the requirements of Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, the secondary mortgage market, or any lender, or to correct typographical or clerical errors, or to cure any ambiguity, inconsistency or formal defect or omission. (b) Subject, however, to the provisions of Section 33 of the By-Laws hereto. (i) A majority of the Trustees, with the consent in writing of sixty-six and two thirds ((66 2/3%) percent in interest of Unit Owners, may at any time and from time to time amend, alter, add to, or change this Declaration of Trust in any manner or to any extent, the Trustees first, however, being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided, however, that no such amendment, alteration, addition or change shall be made: (a) without the prior written consent of the

6 Book 6743, Page 153-54-55

Declarant obtained in each instance, for so long as the Declarant remains the owner of any Unit in the Condominium; or (b) according to the purport of which, the percentage of the beneficial interest hereunder of any Unit Owner would be altered, or in any manner or to any extent whatsoever, modified or affected so as to be different than the percentage of the individual interest of such Unit Owner in the common areas and facilities a set forth in the Master Deed other than by consent of all of the Unit Owners whose percentage of the undivided interest is affected or (c) which would render this Trusts contrary to or inconsistent with any requirements or provisions of said Chapter 183A. Any amendment, alteration, addition or change pursuant to the foregoing provisions of this Section shall become effective upon the recording of the Barnstable County Registry of Deeds of an instrument of amendment, alteration, addition, or change, as the case may be, signed by a majority of the Trustees hereof, who certify under oath in such instrument that the amendment has been approved by the requisite vote of unit owners and Trustees, and acknowledged in proper form for recording by the Trustees, setting forth in full the amendment, alteration, addition, or change, provided that no such amendment shall be valid unless signed by the Declarant as long as the Declarant remains the owner of any Unit. Such instrument, so executed and recorded, shall be conclusive evidence of the existence of all facts and of compliance with all prerequisites to the validity of such amendment, alteration, addition, or change, whether stated in such instrument or not, upon all questions as to title or affecting the rights of third persons and for all other purposes. (ii) The Trust hereby created shall terminate only upon the removal of the Condominium from the provisions of Chapter 183A in accordance with the procedure therefor set further in said Chapter 183A. (iii) Upon the termination of this Trust, the Trustees may, subject to and in accordance with the provisions of said Chapter 183A, sell and convert into money the sole of the trust property, or any part or parts thereof, and, after paying or retiring all known liabilities and obligations of the Trustees and providing for indemnity against any other outstanding liabilities and obligations, shall divide the proceeds thereof among, and distribute in kind, at valuations made by them which shall be conclusive if made in good faith, all other property then held by them in trust hereunder to the Unit Owners according to their respective percentages of beneficial interest hereunder. In making any sale under the provisions of this subsection © of this Section VII, the Trustees shall have the power to sell or vry any contract of sale and to resell without being answerable for loss, and, for said purposes, to do all things, including the execution and delivery of instruments, as may by their performance thereof be shown to be in their judgment necessary or desirable in connection therewith. The powers of sale and all other powers herein given to the Trustees shall continue as to all property at any time remaining in their hands or ownership, even though all times herein fixed for distribution of trust property may have passed. The provisions of Section 33 of the By-Laws hereto shall at all times take precedence over the provisions of this Section VII. VIII. CONSTRUCTION: INTERPRETATION (a) In the construction hereof, whether or not so expressed, words used in the singular or in the plural, respectively, shall include both the plural and singular; words denoting males include

females; and words denoting persons include individuals, firms, associations, companies (joint stock or otherwise), partnerships, entitles and quasi-entities, trusts and corporations; unless a contrary intention is to be inferred from or is required by the subject matter or context. The marginal and sectional captions and headings are inserted only for convenience of reference and are not to be taken to be any part hereof or to control or affect the meaning, construction, interpretation, or effect hereof.

7 Book 6743, Page 155-56 (b) All of the trusts, powers, and provisions herein contained shall take effect and be construed according to the laws of the Commonwealth of Massachusetts in general, and with respect to Massachusetts General Laws, Chapter 183A, in particular. © The invalidity of any provision or part of such provision hereof shall not impair or affect in any manner the remainder hereof, or the remainder of such provision or such part of such provision. (d) No restriction, condition, obligation or provision contained herein (including but not limited to the By-Laws hereof attached hereto as Exhibit A and incorporated herein by reference) shall be deemed to have been waived by reason of any failure to enforce the same, irrespective of the number or frequency of violations or breaches thereof which may occur. (e) In the event of any conflict between the provisions hereof (including but not limited to the By-Laws hereof attached hereto as Exhibit A and incorporated herein by reference) and the provisions of Massachusetts General Laws, Chapter 183A, and the Master Deed, then the provisions of said Chapter 183A, or of the Master Deed, as the case may be, shall control. Words defined in said Chapter 183A shall have the same meaning herein as defined in said statute, unless the context clearly indicates otherwise. EXECUTED as an instrument under seal at Barnstable County, Massachusetts, this 18th day of May, 1989. ___________________________________ Richard B. McGaughey ___________________________________ Josephine McGaughey

COMMONWEALTH OF MASSACHUSETTS

Barnstable, SS. May 18, 1989 Then personally appeared the above named Richard B. McGaughey and Josephine McGaughey, and acknowledged the foregoing instrument to be their free act and deed, before ___________________________________ Notary Public My commission expires December 12, 19

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8 Book 6743, Page 157-58

EXHIBIT A

Incorporated into and made a part of the Declaration of Trust of the BEACHFRONT

APARTMENT CONDOMINIUM TRUST.

BY-LAWS BEACHFRONT APARTMENT CONDOMINIUM TRUST

The provisions of this Exhibit A to the BEACHFRONT APARTMENT

CONDOMINIUM TRUST shall constitute the By-Laws of the BEACHFRONT APARTMENT CONDOMINIUM TRUST, the organization of Unit Owners established by said Trust.

1. Powers and Duties of the Trustees The Board of Trustees shall have all power necessary for the administration of the affairs

of the Condominium as set forth in Massachusetts General Laws, Chapter 183A ("Condominiums"), hereinafter called "Chapter 183A", and they may do any and all acts necessary or desirable for the administration of the affairs of the Condominium except only for such acts as may not, under law, or under the provisions of the Master Deed, or this Tr4ust, be

delegated to the Trustees by the Unit Owners. Such powers and duties of the Trustees shall include, but shall not be limited to, the following:

(a) Operation, care, upkeep and maintenance of the common areas and facilities (b) Determination of the common expenses required for the affairs of the Condominium,

including without limitation, the operation and maintenance of the Property. © Collection of the common charges and expenses from the unit owners. (d) Employment and dismissal of the personnel necessary for the maintenance and

operation of the common areas and facilities. (e) Adoption of the amendment of rules and regulations covering the details of the

operation and use of the common areas and facilities. (f) Opening of bank accounts on behalf of the Condominium and designating the

signatories required therefor. (g) Purchasing or leasing or otherwise acquiring in the name of the Trust, or its designee,

corporate or otherwise, on behalf of all unit owners, units offered for sale or lease or surrendered by their owners to the Trust.

(h) Purchasing of units at foreclosure or other judicial sales. (i) To own, convey, encumber, lease and otherwise deal with units conveyed to it or

purchased by it as the result of enforcement of the lien for common expenses, any right of first refusal, or otherwise.

(j) Organizing corporations or unincorporated associations to act as designee of the Trust

in acquiring title to or leasing of units on behalf of all unit owners.

1 Book 6743, Page 158-59-60 (k) Obtaining of insurance for the Condominium, pursuant to the provisions of Section 3,

hereof. (l) Making of repairs, additions and improvements to or alterations or restoration of the

Condominium in accordance with the other provisions of the Trust and these By-Laws. (m) Borrowing money on behalf of the Condominium when required in connection with

the operation, care, upkeep and maintenance of the common areas and facilities, provided,

however, that (I) the consent of at least seventy-five per cent (75%) in number and in common interest of all unit owners, obtained at a meeting duly called and held for such purpose in accordance with the provisions of these By-Laws, shall be required for the borrowing of any sum in excess of ten thousand dollars ($10,000) and (ii) no lien to secure repayment of any sum borrowed may be created on any unit or its appurtenant interest in the common areas and facilities without the consent of the unit owner. If any sum borrowed by the Trustees on behalf of the Condominium pursuant to the authority contained in paragraph (m) is not repaid by the Trust, a unit owner who pays to the creditor such proportion thereof as his interest in the common areas and facilities bears to the interest of all the unit owners in the common areas and facilities shall be entitled to obtain from the creditor, a release of any judgment or other lien which said creditor shall have filed or shall have the right to file against the unit owner's unit.

(n) Take all other actions the Trustees deem necessary or proper for the sound

management of the condominium. (o) Granting permits, licenses and easements over the common areas and facilities for

utilities and other purposes reasonable necessary or useful for the proper maintenance or operation of the Condominium project.

2. Common Expenses and Profits (a) Commencing on the date of the recording of the Master Deed, each Unit Owner shall be liable for Common Expenses and shall be entitled to common profits of the Condominium in the same proportion as his beneficial interest in this Trust bears to the aggregate beneficial interest of all the other Unit Owners. The Trustees may at any time or times distribute common profits among the Unit Owners in such proportions. The Trustees shall at all times establish and maintain an adequate reserve fund for the periodic maintenance, repairs and replacement of improvements to the common areas and facilities which the Trust may be obligated to maintain, and such reserve fund shall be funded by regular assessments for Common Expenses, and such fund shall not be deemed to be common profits available for distribution. (b) In addition to the foregoing, (and not in substitution thereof) to ensure that this Trust will have the funds to meet unforeseen expenditures or to purchase any additional equipment or services, there may be a working capital fund at least equal to two (2) months' estimated common charges for each unit. Any amounts paid into this fund shall not be considered as advance payments of regular assessments. Each unit's share of the working capital funds shall be collected at the time the sale of the unit is closed. © The Trustees shall from time to time, and at least annually, prepare a budget for the Condominium, determine the amount of the common charges payable by the unit owners to meet the common expenses of the Condominium, and to allocate and assess such common charges and expenses among the unit owners according to their respective common interest. The common expenses shall include, among other things, the cost of all insurance premiums on all policies of insurance required to be or which have been obtained by the Trustees pursuant to the provisions of SECTION 3 hereof and the fees and

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Book 6743, Page 160-161 disbursements of the Insurance Trustee. The common expenses may also include such amounts as the Trustees may deem proper for the operation and maintenance of the Condominium, including without limitation, an amount for working capital of the Condominium, for a general operating reserve, for a reserve fund for replacements and to make up any deficit in the common expenses for any prior year. The common expenses may also include such amounts as may be require for the purchase or lease by the Trustees or its designee, corporate or otherwise, on behalf of all unit owners, of any unit whose owner has elected to sell or lease such unit or of any unit which is to be sold at a foreclosure or other judicial sale. The Trustees shall advise all unit owners, promptly, in writing, of the amount of common charges and expenses payable by each of them, respectively, as determined by the Trustees, as aforesaid, and shall furnish copies of each budget on which said common charges and expenses are based, to all unit owners and when requested to their mortgagees. (d) All Unit Owners shall be obligated to pay the common charges, special common charges and insurance costs assessed and fines levied by the Trustees pursuant to the provisions of these By-Laws and the Master Deed at such time or times as the Trustees shall determine. No unit owner shall be liable for the payment of any part of the common charges assessed against his unit subsequent to a sale, transfer or other conveyance by him (made in accordance with the provisions of these By-Laws) of such unit. In addition, any Unit Owner may, subject to the terms and conditions specified in these By-Laws, provided that his unit is free and clear of liens and encumbrances other than the statutory lien for unpaid common charges, convey his unit to the Trustees, or its designee, corporate or otherwise, on behalf of all other Unit Owners, and in such event be exept from common charges thereafter assessed. (e) The Trustees shall assess common charges against the unit owners from time to time and at least annually and shall take prompt action to collect any common charge, insurance cost, special common charge or fine due from any Unit Owner which remains unpaid for more than thirty (30) days from the due date for payment thereof. (f) In the event of default by any Unit Owner in paying to the Trustees the common charges as determined by or fines levied by the Trustees, such Unit Owner shall be obligated to pay interest at a rate to be determined by the Trustees, not in excess of eighteen percent (18%) per annum, on such common charges from the due date thereof, together with all expenses, including attorney's fees, incurred by the Trustees in any proceeding brought to collect such unpaid common charges. The Trustees shall have the right and duty to attempt to recover such common charges, together with interest thereon, and the expenses of the proceeding, including attorney's fees, in an action to recover the same brought against such Unit Owner, or by foreclosure of the lien on such unit.

(g) In any action brought by the Trustees to foreclose a lien on a unit because of unpaid common charges, The Trustees, acting on behalf of all Unit Owners, shall have power to purchase such unit at the foreclosure sale and to acquire, hold, lease, mortgage, vote the votes appurtenant to, convey or otherwise deal with the same. A suit to recover a money judgment for unpaid common charges shall be maintainable without foreclosing or waiving the lien securing the same. (h) The Trustees shall promptly provide any Unit Owner so requesting the same in writing, with a written statement of all unpaid common charges due from such Unit Owner. The Trustees may make a reasonable charge for any certificates requested from them.

3 Book 6743, Page 161-162-163 3. Insurance (a) The Trustees shall be required to obtain and maintain, to the extent obtainable, the following insurance: (1) fire insurance with the extended coverage insuring the buildings (but not including flooring, carpeting, drapes, wallcovering, fixtures, furniture, furnishings, or other personal property supplied to or installed by Unit Owners), and covering the interests of the Trustees and all Unit Owners and their mortgagees, as their interests may appear, in such amount as shall from time to time be determined by the Trustees, which shall endeavor to maintain such coverage at an amount equal to the full replacement value of the insured property, exclusive of foundations; (2) workmen's compensation insurance; (3) public liability insurance in such amounts and with such coverages as the Trustees shall from time to time determine, but at least covering each Trustee of the Trust, the managing agent, the manger and each Unit Owner (with cross liability endorsement to cover liabilities of the Unit Owners as a group to a Unit Owner); and (4) such other insurance as the Trustees may from time to time in their discretion determine. All such policies shall provide that adjustment of loss shall be made by the Trustees and that the net proceeds thereof shall be payable to the Trustees, as insurance Trustees for the benefit of all Unit Owners and their respective mortgagees, whose interest shall be endorsed upon such policies as appropriate. (b) All policies of casualty or physical damage insurance shall insofar as practicable provide (1) that such policies may not be cancelled, terminated or substantially modified as to the amount of coverage of risks covered without at least twenty (20) days prior written notice to the insured, (2) that, notwithstanding any provisions thereof which give the insurer the right to elect to restore damage in lieu of making a cash settlement, such election may not be exercisable without the approval of the Trustees and may not be exercisable if in conflict with the terms of said Chapter 183A, the Master Deed or these By-Laws. (3) for waiver of subrogation as to any claim (except claims involving arson or fraud) against the Association, the Trustees, the managing agent or managers, or other agents or employees, and the Unit Owners and their respective employees,

agent and guests, (4) for waivers of any defense based upon the conduct of any insured, and (5) in substance and effect that the insurer shall not be entitled to contribution as against any casualty insurance which may be purchased separately by Unit Owners. © Upon written request of any mortgagee of a Unit, a duplicate original or certificate of each policy of physical damage insurance and of all renewals thereof, together with proof of payment or premiums, shall be delivered to such mortgagee at least ten (10) days prior to the expiration of the then current policy or policies. (d) Unit Owners may carry insurance for their own benefit insuring their flooring, carpeting, wallcoverings, fixtures, furniture, furnishings and other personal property, and their own public liability, provided that all such policies shall contain waivers of subrogation; and further provided that the liability of the carriers issuing insurance obtained by the Trustees shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner. (e) Upon notification of improvements to be made to a unit, the Trustees shall promptly notify the insurer of the Condominium and increase the amount of coverage on the aforementioned master policy by an amount at least equal to the value of the improvements made by the Unit Owner. Any increase in insurance premiums resulting from the increase in coverage as aforesaid shall be paid by the Unit Owner as an addition to his share of the common expenses of the Condominium. 4. Rebuilding and Restoration (a) In the event of damage to or destruction of the common areas and facilities as a result of fire or other casualty (unless Subsection (f) of this Section is applicable), or, in the event of damage

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Book 6743, Page 163-64 to or destruction of any unit as a result of fire or other casualty, whether or not the common areas and facilities have been damaged or destroyed (unless Subsection (f) of this Section is applicable), the Trustees shall promptly adjust the loss, arrange for the prompt repair or restoration of the same, and disburse the proceeds of all insurance policies in payment of all costs and expenses actually incurred in connection with such repair or restoration in appropriate progress payments and with appropriate retainage. All insurance proceeds paid to the Trustees as Insurance Trustees, on account of any casualty shall be dedicated first to the repair or restoration of the loss, and any application of said proceeds by the Trustees on account thereof shall be prior to the application of such proceeds for any other purposes. (b) In the event the insurance proceeds are not sufficient to cover the cost of repairs to the common areas and facilities and the units, the proceeds will be first allocated to the cost of repairs to the common areas and facilities and the balance, if any, to the cost of repairs to the

units in proportion to the cost of all repairs to the respective units as determined by the insurer or by independent appraisal. To the extent the proceeds allocated as aforesaid are insufficient to cover the cost of repairs to the common areas and facilities, the balance of the cost of such repairs will be assessed against all Unit Owners as a Common Expense. To the extent the proceeds allocated as aforesaid are insufficient to cover the cost of repairs to the units, the balance of the cost of such repairs to each unit will be assessed against all Unit Owners as a Common Expense. © Whenever the estimated cost of repair or restoration exceeds, as to any one casualty or occurrence, on the basis of any independent appraisal, the sum of twenty-five thousand ($25,000) dollars, then the Trustees shall retain a registered architect or registered engineer, who shall not be directly or indirectly, a Unit Owner or an employee or agent of any Unit Owner, or a Trustee or an employee or agent of any of the Trustees, or the manger, if any, or any employee or agent of such manager, to supervise the work of repair or restoration and no sums shall be paid by the Trustees on account of such repair or restoration except upon certification to them by such architect or engineer that the work for which payment is being made has been completed in a good and workmanlike in accordance with approved plans and specifications and that the estimated total cost of completion of said repair or restoration, less amounts theretofore advanced, does not exceed the undisbursed proceeds of insurance as augmented by funds obtained by any assessment or assessments levied or chargeable to the Unit Owners as a Common Expense.

(d) The Trustees may perform emergency work essential to the preservation and safety of the Condominium, including all parts of the buildings and the common areas and facilities and the units, or the safety of persons, or required to avoid the suspension of any essential service to the Condominium, including all parts of the buildings and the common areas and facilities and the units, without having first engaged an architect or engineer, adjusted the loss or obtained proceeds of insurance.

(e) Subject always to the prior rights of the Unit Mortgagees, if there shall have been a

repair or restoration pursuant to the foregoing and the amount of insurance proceeds shall have exceeded the cost of such repair or restoration, then the excess of such insurance proceeds, if any, shall be added to the Condominium's reserve fund, or, at the option of the Trustees, divided among all the Unit Owners in proportion to their respective interests in the common areas and facilities.

(f) Notwithstanding the foregoing, if, as a result of fire or other casualty, the loss exceeds

ten (10%) percent of the value of the Condominium, including all parts of the buildings and the common areas and facilities and the units prior to the casualty, and: (1) if seventy-five (75%) percent of the Unit Owners do not agree within one hundred twenty (120) days after the date of the casualty to proceed with repair or restoration, the Condominium, including all units, shall be subject to partition at the suit of any Unit Owner. Such suit shall be subject to dismissal at any time prior to entry of an order to sell if an appropriate agreement to rebuild is filed. Subject always to the prior rights of the Unit Mortgagees, the net

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Book 6743, Page 165-166 proceeds of the partition sale together with any common funds shall be divided in proportion to the Unit Owners' respective undivided ownership in the common areas and facilities. Upon such sale, the Condominium shall be deemed removed from the provisions of Chapter 183A of the Massachusetts General Laws; (2) if seventy-five (75%) percent of the Unit Owners agree to proceed with the necessary repair or restoration, the cost of rebuilding of the Condominium, in excess of any available funds, including the proceeds of any insurance, shall be a Common Expense, provided, however, that if such excess cost exceeds ten (10%) percent of the value of the Condominium including all parts of the buildings and the common areas and facilities and the units, prior to the casualty, any Unit Owner who did not so agree may apply to the Superior Court of Barnstable County on such notice to the Trustees and Unit Owners as the Court shall direct, for the order directing the purchase of his unit by the Trustees at the fair market value thereof as approved by the Court. The cost of any such purchase shall be a Common Expense. 5. Condemnation If more than ten (10%) percent of the Condominium is taken under the power of eminent domain, the taking shall be treated as a "casualty loss", and the provisions of Secti0on 17 of Chapter 183A of Massachusetts General Laws shall apply. Where one or more units have been substantially altered or rendered unusable as a result of a partial taking, and the unit owners vote to restore and continue the Condominium to the provisions of Section 17 of said Chapter 183A, the Trustees shall have the authority to acquire the remaining portions of such units, for such price as the Trustees shall determine, provided that any unit owner of such remaining portion who does not agree with such determination may apply to the Superior Court, Department of the Trial Court in Barnstable County on such notice to the Trustees ads the Court shall direct, for an order directing the purchase of such remaining portion at the fair market value thereof as approved by the Court. In the event of a total or partial taking under the powers of eminent domain, the unit owners shall be represented by the Condominium acting through the Trustees. In the event of a partial taking, the award shall be allocated to the respective unit owners according to their undivided interest in the common areas and facilities, except as to such portion or portions of the award which are attributable to direct or consequential damages suffered by particular units, which shall be payable to the owners of such units or their mortgagees, as their interests may appear. In the case of a total taking of all units and the common areas and facilities, the entire award shall be payable to the Trustees to be distributed to the unit owners in accordance with their respective percentage interests in the common areas and facilities. 6. Improvements by Trustees Whenever any addition, alterations or improvements to the common areas and facilities shall be required by law, the Trustees shall make and pay for the same as a common expense. If and whenever the Trustees shall propose to make any other improvement to (as opposed to maintenance, repair and replacement of ) the common areas and facilities of the Condominium or

shall be requested in writing by five or more of the unit owners to make any such improvement, the Trustees shall submit the same to the unit owners. (a) If fifty (50%) percent or more but less than seventy-five (75%) percent in interest of the Unit Owners agree to make an improvement to the common areas and facilities, the cost of such improvement shall be borne solely by the owners so agreeing. (b) Seventy-five (75%) percent or more in interest of the unit owners may agree to make an improvement to the common areas and facilities and assess the cost thereof of all unit owners as a common expense, but if such improvement shall cost in excess of ten (10%) percent of the then value of the condominium, any unit owner not so agreeing may apply to the Superior Court Department of the

6 Book 6743, Page 166-67-68 Trial Court in Barnstable County, on such notice to the Trustees as the Court shall direct, for an order directing the purchase of his unit by the Trustees at fair market value thereof as approved by the Court. The cost of any such purchase shall be a common expense. © 1. No unit owner shall make any interior or exterior structural addition, alteration or improvements in or to his unit, without the prior written consent thereto of the Trustees, nor any other addition, alteration or improvement in or to his unit without prior written notice to the Trustees of any and all work to be done by him to his unit, the value of which exceeds on thousand ($1000.00) dollars. Such notice shall state in reasonable detail the nature of the improvement and the value thereof. Each unit owner, upon request by the Trustees shall also submit to the Trustees such further information relating to said improvement as the Trustees shall reasonable require. 2. The Trustees shall have the obligation to answer any written request by a unit owner for approval of a proposed structural addition, alteration or improvement in or to such unit owner's unit, within twenty (20) days after such request, and failure to do so within the stipulated time shall constitute a consent by the Trustees to the proposed addition, alteration or improvement. Any application to any department of the Town of Dennis or to any other governmental authority for a permit to make an addition, alteration or improvement in or to any unit may be made by the Trustees or the unit owner without, however, incurring any liability on the part of the Trustees or any of them to any contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any person having any claim for injury or damage to property arising therefrom. 7. Rules and Regulations (a) The Trustees may adopt Rules and Regulations governing the details of the operation and use of the common areas and facilities, and containing such restrictions on, and requirements,

respecting the use and maintenance of, the common areas and facilities as are consistent with the provisions of the Master Deed, and designed to prevent unreasonable interference with the use by the Unit Owners of the common areas and facilities. (b) The Trustees shall administer such rules and regulations. © The Trustees may at any time and from time to time, amend, rescind and waive, any or all of such rules and regulations. (d) Notwithstanding the foregoing provisions of this Section 7: (1) The Unit Owners, by majority vote, may, at any time and from time to time, rescind, amend or waive any rule or regulation promulgated by the Trustees and (2) Any waiver, revision, amendment, adoption or enforecement of a rule or regulation whether by the Trustees or the Unit Owners, as hereinbefore set forth, shall be uniformly binding upon all Unit Owners. 8. Meetings

(a) The Board of Trustees shall meet annually on the date of the annual Meeting of the Unit Owners. Other meetings may be called by any Trustee, and in such other manner as the Trustees may establish, provided, however, that written notice of each meeting, shall be given at least five (5) days before such meeting to each member of the Board of Trustees. A majority of the Trustees shall constitute a quorum at all meetings. All meetings shall be conducted in accordance with such rules as the Board of Trustees may adopt.

7 Book 6743, Page 168-69 (b) There shall be an annual meeting of the Unit Owners on the first Saturday of April in

each year at 10 A.M. on the Condominium premises or at such other reasonable place and time (not more than twenty-one (21) days before or after said date) as may be designated by the Board of Trustees by written notice given to the Unit Owners at least fourteen (14) days prior to the date so designated. Special meetings of the Unit Owners maybe called by them upon the written request of Unit Owners entitled to not less than twenty-five (25%) percent of the beneficial interest hereunder. Written notice of any such meeting designating the place, day and hour thereof shall be given by the Board of Trustees to the Unit Owners at least fourteen (14) days prior to the date so designated. At the annual meeting of the Unit Owners, the Board of Trustees proposes to submit to the Unit Owners any matter with respect to which approval of or action by the Unit Owners is necessary or appropriate, the notice of such meeting shall state and reasonable specify such matter. A quorum of Unit Owners shall consist of a majority in interest of Unit Owners. The vote of a majority of unit owners at a meeting at which a quorum shall be present shall be binding upon all unit owners for all purposes except where by law or in the Master Deed or these By-Laws a higher percentage vote is required.

© Any Trustee or Unit Owner may, at any time, waive notice of any meeting in writing and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Trustee or Unit Owner without objection to lack of notice at any meeting shall constitute a waiver of notice by such Trustee or Unit Owner of notice of such meeting. If all of the Trustees are present at any meeting of the Trustees, or if all of the Unit Owners are present at any meeting of the Unit Owners, respectively, no notice shall be required and any business may be transacted at such meeting of the Trustees, or Unit Owners, respectively.

9. Notices to Unit Owners Every notice to any Unit Owner required under the provisions hereof, or which may be

deemed by the Trustees necessary or desirable in connection with the execution of the Trust created hereby or which may be ordered in any judicial proceedings, shall be deemed sufficient and binding if a written or printed copy of such notice shall be given by one or more of the Trustees to such Unit Owner by leaving such notice with him at his residence or by mailing it, postage prepaid, addressed to such Unit Owner at his address as it appears upon the records of the Trustees, at least five (5) days prior to the date fixed for the happening of the matter, things or event of which such notice is given, unless a different period for the giving of such notice is specified in these by-Laws.

10. Inspection of Books Each unit and each mortgagee of a unit shall be permitted to examine the books of

account of the Condominium at reasonable times, on business days, but not more than once a month.

(a) Records and Audits - The Trustees or the managing agent shall keep detailed records

of the actions of the Trustees and the managing agent, minutes of the meetings of the Trustees, minutes of the meetings of the Unit Owners, and financial records and books of account of the Condominium, as well as a separate account for each unit which, among other things, shall contain the amount of each assessment of common charges against such unit, the date when due, the amounts paid thereon, and the balance remaining unpaid.

(b) An annual report of the receipts and expenditures of the Condominium, audited by an

independent public accountant if required by the owners of three (3) or more units, shall be rendered by the Trustees to all Unit Owners and to all mortgagees of units who have requested the same, promptly after the end of each fiscal year. The cost of such report shall be paid by the Trustees as a common expense. Except in the case of fraud, committed by any Trustee, any person (other than a mortgagee or mortgage

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Book 6743, Page 1169-170-171

insurer or guarantor) who has been furnished with such report and shall have failed to object thereto by notice in writing to the Trustees, given by registered or certified mail within a period of sixty (60) days of the date of the receipt by him , shall be deemed to have assented thereto.

11. Checks and Notes Prior to the expiration of the term of the Initial Board of Trustees, checks, drafts, and

other instruments for the payment of money drawn or endorsed in the names of the Trustees or of the Trust may be signed by any Trustee, or by any person or persons (who may be a Trustee) to whom such power may at any time or from time to time be designated by not less than a majority of the Trustees. Subsequent to the expiration of the terms of said Initial Board, all vouchers for the payment of any Common Expense shall be approved by not less than two (2) Trustees in each instance.

12 Seal The Trustees may, at any time or from time to time, at their discretion, adopt a seal

circular in form bearing the name of this Trust, and the year in which this instrument was recorded in the Registry of Deeds, or a common or water seal, which shall be valid for all purposes.

13. Fiscal Year The fiscal year of the Trust shall be the calendar year, or such other date as may from

time to time be determined by the Trustees. 14. Management; Employees (a) The Trustees may employ for the Condominium a managing agent and/or a manager

or resident or non-resident superintendent at a compensation established by the Trustees to perform such duties and services as the Trustees shall authorize. The Trustees may delegate to the manager, managing agent or the superintendent all of the powers granted to the Trustees by these By-Laws other than the powers set forth in Sections (e), (f), (g) , (h), (I), (j), and (m) of these By-Laws.

(b) Notwithstanding anything to the contrary herein, any agreement for professional

management of the Condominium shall provide that the management contract may be terminated without cause and without payment of a termination fee or penalty on ninety (90) days written notice, or less, and the term of any such contract shall not exceed three (3) years; except that the term of any such contract entered into at any time during the term of the Initial Board shall not exceed one (1) year.

© Subsequent to the expiration of the term of the Initial Board, the consent of not less

than two (2) Trustees shall be necessary for the hiring and dismissal of any employees of the Condominium.

15. Use of Units In order to provide for congenial occupancy of the property and for the protection of the

values of the units, the use of the property shall be restricted to and shall be in accordance with the following provisions:

(a) Except for the right of the Declarant or their nominees to use a unit or units for a sales office or model, the units shall be used for residential and residential motel use only as defined in and subject to the provisions of the Master Deed of Beachfront Apartment Condominium;

9 Book 6743, Page 171

(b) The common elements shall be used only for the furnishing of the services and facilities for which they are reasonable suited and which are incident to the use and occupancy of units;

© No nuisances shall be allowed on the property nor shall any use or practice be

allowed which is a source of annoyance to its occupants or which interferes with the peaceful possession or proper use of the property by its occupants;

(d) No immoral, improper, offensive, or unlawful use shall be made of the

property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction thereof, relating to any portion of the property, shall be complied with by and at the sole expense of the unit owners or the Trustees, whichever shall have the obligation to maintain and repair such portion of the property.

16. Use of Common Areas and Facilities A unit owner shall not place or cause to be placed in the vestibules, public

passages, stairways or other common areas or common facilities, other than the areas designated as storage areas, any furniture, packages of impeding objects of any kind. The vestibules, public passages and stairways shall be used for no purpose other than for normal transit through them.

17. Attorneys, Accountants, Appraisers The Trustees may, but need not, engage the services of attorneys, accountants,

appraisers, architects, engineers, and other professionals in connection with their duties as such Trustees, upon the payment of such fees and upon such other terms and conditions as the Trustees shall decide, and such fees and other expenses in connection with such employment shall be Common Expenses of the Condominium. The Trustees, in the

absence of fraud, shall be protected in reasonably relying upon the opinion of such attorneys, accountants, appraisers, architects, engineers, or other professionals engaged by the Trustees pursuant to their duties as such Trustees.

18. Electricity, Gas and Other Utilities Electricity and gas shall be supplied by the public utilities servicing the area in

which the Condominium is located through common meters unless and except if any units are separately metered and then through said separate meters. Each Unit Owner shall be required to pay all bills and assessments for electricity, gas and other utilities consumed or used in his unit that are separately metered, otherwise said bills and assessments shall be a common expense.

19. Violations by Unit Owners The violation of any rule or regulation adopted by the Trustees, or the breach of

any of these By-Laws, or the breach of any provisions of the Master Deed or of this Trust or for the offending Unit Owners's Unit Deed, shall give the Trustees the right, in addition to any other rights set forth in these By-Laws, to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity (or both) the continuance of any such breach. In addition to the foregoing, and not in substitution therefor, the Trustees shall have the power to levy fines against Unit Owners for such violations. No fine may be levied for more than five ($5.00) dollars for any one violation but for each day a violation continues after notice, it shall be considered a separate

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Book 6743, Page 172-173-174 violation. Collection of fines may be enforced against the Unit Owner or Unit

Owners involved as if the fines were Common Expenses owed by the particular Unit Owner or Unit Owners. In the case of persistent violations by a Unit Owner, the Trustees shall have the power, after notice and a hearing, to require such Unit Owners to post a bond to secure adherence to said rules and regulations , By-Laws, Master Deed, this Trust, or said Unit Deed.

20. Violation of Law No noxious or unlawful activity shall be carried on in any unit or in the common

areas and facilities nor shall anything be done therein, either willfully or negligently which may be or become unreasonable annoying to the other Unit Owners or occupants. No Unit Owner shall make or permit any disturbing noises by himself, his family, guests, agents, servants, employees, licensees, or tenants, nor do or permit anything by such persons that will unreasonably interfere with the rights, comforts or conveniences of other Unit Owners or occupants. For purposes of this Section, any noise from within a unit which can be heard within another unit shall be deemed a disturbing noise.

21. Maintenance and Repair of Units The owners of Units shall be responsible for proper maintenance and repair of

their respective Units and the maintenance and repair and replacement of utility fixtures therein serving the same, including, without limitation, interior finish walls, ceilings, and floors; the interior portion of windows and window frames, the interior window trim and window glass; doors; the interior portions of door frames and interior door trim/ plumbing and sanitary waste fixtures and fixtures for water and other utilities; electrical fixtures and outlets; and all wires, pipes, drains and conduits for water, sewerage, electric power and light, telephone and any other utility services which are contained in and serve such unit. Each Unit Owner shall be liable for all damages to other units and to the common areas and facilities caused by him or his failure to perform his obligations hereunder.

If the Trustees shall at any time in their reasonable judgment determine that the

interior of a Unit is in such need of maintenance or repair that the market value of one or more other Units is being adversely affected or that the condition of a Unit or any fixtures, furnishing, facility or equipment therein is hazardous to any unit or the occupants thereof, the Trustees shall in writing request the Unit Owner to perform the needed maintenance, repair or replacement or to correct the hazardous condition, and in case such work shall not have been commenced within fifteen (15) days (or such reasonable shorter period in case of emergency as the Trustees shall determine) of such request and thereafter diligently brought to completion, the Trustees shall be entitled to have the work performed for the account of such Unit Owner whose Unit is in need of work and to enter upon and have access to such Unit for that purpose and the cost of such work as is reasonably necessary therefor shall constitute a lien upon such Unit and the Unit Owner thereof shall be personally liable therefor.

22. Maintenance, Repair and Replacement of Common Areas and Facilities and

Assessment of Common Expenses Thereof The Trustees shall be responsible for the proper maintenance, repair and

replacement of the common areas and facilities of the Condominium, and such may be done through the Managing Agent as hereinbefore provided for, and the expenses of such maintenance, repair and

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Book 6743, Page 174-175 replacement shall be assessed to the unit owners as common expenses of the

Condominium unless necessitated by the negligence, misuse or neglect of a unit owner, in which case such expense shall be charged to such unit owner.

23. Right of Access A unit owner shall grant a right of access to his unit to the manager and/or the

managing agent, the superintendent and/or any other person authorized by the Trustees, the manager or the managing agent, for the purpose of correcting any condition originating in his unit and threatening another unit or the common areas and facilities, or for the purpose of performing installations, alterations or repairs to the mechanical or electrical services or other common elements in his unit or elsewhere in the building, or to correct any condition which violates the provisions of any mortgage covering another unit , provided that requests for entry are made in advance and that any such entry is at a time reasonable convenient to the unit owner and further provided that such right shall be exercised in such a manner as will not unreasonably interfere with the normal use of the units for office purposes. In case of any emergency, such right of entry shall be immediate, whether the unit owner is present at the time or not.

24. Pets No animals of any kind, including birds, reptiles, and ordinary household pets,

except for guide dogs for the blind, shall be kept or permitted in any unit, nor in any building nor in or on the common areas and facilities of the condominium.

25. Structural Integrity Nothing shall be done or maintained in any unit or in the common areas and

facilities which will impair the structural integrity of any part of the buildings of the Condominium.

26. No. Alterations Neither the exterior of any unit (including exterior unit doors) nor the common

areas and facilities nor the hallways or lobbies shall be altered, constructed, removed, decorated or painted in any manner except with the written consent of the Trustees. Any Unit Owner is free to decorate the interior of his unit in any manner as he sees fit without requiring the consent of the Trustees so long as such decorations do not alter the structure of the unit or the buildings.

27. Combustible Materials No Unit Owner shall permit or suffer the keeping at any time of any flammable,

combustible or explosive fluid or substance on the property of the Condominium or in his unit, or storage bin or in his automobile while on the condominium premises except only for such lighting and cleaning fluids as are customary for residential use, and as to any such automobile except for the gasoline or diesel fuel in the tank thereof.

28. Safety

Each Unit Owner assumes complete responsibility for the safety of himself, his

family, guests, agents, servants, employees, licensees and tenants while such persons are in his unit, or any other unit, or on the common areas and facilities of the Condominium.

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Book 6743, Page 175-176 29. Sale of Units (a) No Severance of Ownership No unit owner shall execute any deed, mortgage, or other instrument conveying or

mortgaging title to his unit without including therein the Appurtenant Interests, it being the intention hereof to prevent any severance of such combined ownership. Any such deed, mortgage, or other instrument purporting to affect one or more of such interest, without including all such interests, shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or described therein. No part of the Appurtenant Interests of any unit may be sold, transferred or otherwise disposed of, except as part of a sale, transfer or other disposition of the unit to which such interests and appurtenant, or as part of a sale, transfer or other disposition of such part of the Appurtenant Interest of all units.

(b) Financing of Purchase of Units by the Trustees With the prior written consent of at least 66 2/3% of the beneficial interests hereunder

(the vote of the Unit Owner of the unit which is the subject of the vote shall not be counted), acquisition of units by the Trustees, or their designee, on behalf of all unit owners, may be made from the working capital and common charges in the hands of the Trustees, or if such funds are insufficient, the Trustees may levy an assessment against such unit owner in proportion to his ownership in the common areas and facilities, as a common charge, or the Trustees, in its discretion, may borrow money to finance the acquisition of such unit, provided however, that no financing may be secured by an encumbrance or hypothecation of any property other than the unit, together with the Appurtenant Interests, so as to be acquired by the Trustees.

© Waiving of Right to Partition In the event that a unit shall be acquired by the Trustees, or its designee, on behalf of all

unit owners as tenants in common, all such unit owners shall be deemed to have waived all rights of partition with respect to such unit.

(d) Payment of Assessments No Unit Owner shall convey, mortgage, pledge, hypothecate, sell or lease his unit unless

and until he shall have paid in full to the Trustees all unpaid Common Expenses, theretofore assessed by the Trustees against his unit and until he shall have satisfied all unpaid liens against such unit. This paragraph shall not apply to any first mortgagee of any unit.

30. Non-Discrimination

Notwithstanding anything to the contrary herein, no part of this Trust or By-Laws or the rules and regulations now or hereafter adopted or promulgated shall ever be deemed to prevent, restrict, discourage, or hinder, in fact, in any manner whatsoever, the alienation, conveyance, mortgage, purchase, sale, rental, lease, license, use or occupancy of units or any negotiations in connection therewith because of race, religion, creed, color, national origin, sex, age, ancestry, marital status, status as a veteran or member of the armed services, or any ethnic group, blindness, or by reason of the fact that children will occupy such unit, or, in addition to the foregoing by any reason whatsoever prohibited by any federal, state, county or municipal law.

31. Percentage of Unit Owners Whenever the term "Percentage of Unit Owners" or "Percentage of Units" is used in this

instrument, said terms shall mean the owners of the specified percentage in the aggregate in interest of the undivided ownership in the common areas and facilities of the Condominium.

13 Book 6743, Page 177-178 32. Mortgagee's Provisions Nothwithstanding anything in the Trust and these By-Laws or in the Master Deed of the

Condominium to the contrary, and subject to any greater requirements imposed by Massachusetts General Laws Chapter 183A, the following provisions shall apply for the protection of the holders of the first mortgages (hereinafter "First Mortgagess") of record with respect to the Units and shall be enforceable by any First Mortgagee:

(a) No right of First Refusal in connection with the sale of a Unit, shall impair the rights of a First Mortgagee to: (1) foreclose or take title to a Unit pursuant to the remedies provided in its mortgage; or (2) accept a deed (or assignment) in lieu of foreclosure in the event of default by a mortgagor; or (3) sell or lease a Unit acquired by the First Mortgagee through the procedures described in subparagraphs (i) and (ii) above. (b) Any party who takes title to a Unit through a foreclosure sale duly conducated by a First Mortgagee shall be exempt from any such Right of First Refusal adopted by the Unit Owners and incorporated

in these By-Laws or Master Deed; © Any First Mortgagee who obtains title to a Unit by foreclosure or pursuant to any other remedies provided in its mortgage or by law shall not be liable for such Unit's unpaid common expenses or dues which accrued prior to the acquisition of title to such Unit by such First Mortgagee; (d) The Unit Owners and the Trustees shall not be entitled to take the following actions unless the First Mortgagees with respect to all of the Units have given their prior written consent thereto: (1) by act or omission , seek to abandon or terminate the Condominium; except in the event of substantial destruction of the Condominium by fire or other casualty or in the case of taking by condemnation or eminent domain; or (2) change the pro rata interest or obligations of any individual Unit for the purpose of: (a) levying assess- ments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or (b) determining the pro rata share of ownership of each Unit in the common areas and facilities; or (3) partition or subdivide any Unit; or

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Book 6743, Page 178-179 (4) by any act or omission seek to abandon, partition subdivide, encumber, sell or transfer the common areas and facilities, provided that the granting of easements for public purposes consistent with the intended use of the common areas and facilities shall not be deemed an action for which prior consent of the First Mortgagees shall be required pursuant to this clause; or (5) use hazard insurance proceeds on account of losses to either the Units or the common areas and facilities other than repair, replacement or reconstruction thereof, except as otherwise provided in this Trust which contains provisions dealing with substantial losses in conformity with the re- quirements of Section 17 of Chapter 183A.

(e) Consistent with the provisions of Chapter 183A, all taxes, assessments, and charges

which may become liens prior to a first mortgage under the laws of the Commonwealth of Massachusetts shall relate only to the Individual Units and not to the Condominium as a whole.

(f) In no event shall any provision of these By-Laws or Condominium Master Deed give

a Unit owner or any other party priority over any rights of a First Mortgagee pursuant to its mortgage in the case of a distribution to such Unit owner of insurance proceeds or condemnation awards for losses to or a taking of such Unit and/or the common areas and facilities.

(g) A First Mortgagee, upon written request made to the Condominium Trustees shall be

entitled to: (1) written notification from the Trustees of any default by its borrower who is an owner of a Unit with respect to any obligation of such borrower under these By-Laws or the provisions of the Con- dominium Master Deed which is not cured within sixty (60) days; (2) inspect all books and records of the Trustees at all reasonable times. (3) receive an audited annual financial statement of the Condominium within ninety (90) days following the end of any fiscal year of the Condominium. (4) receive written notice of all meetings of the Trustees and be per- mitted to designate a representative to attend all such meetings. and (5) receive prompt written notification from the Trustees of any damage by fire or other casualty to the Unit upon which there is a First Mortgage or any proposed taking by condemnation or eminent domain of said Unit or the common areas and facilities.

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Book #6743, Page 180 (h) No agreement for professional management of the Condominium or any other

contract with the Declarant may exceed a term of three (3) years, and any such agreement shall provide for termination by either party without cause and without payment of a termination fee on thirty (30) days or less written notice.

The Declarant intends that the provisions of this paragraph shall comply with the

requirements of the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association with respect to condominium mortgage loans , and all questions with respect thereto shall be resolved consistent with that intention.

The provisions of this paragraph may not be amended or rescinded without the written

consent of all First Mortgagees, which consent shall appear on the instrument of amendment as such instrument is duly recorded with the Barnstable County Registry of Deeds.

33. Resolution of Disputes (a) If a dispute shall arise between or among the Trustees and any one or more unit

owners such dispute, except for those matters specifically set forth in the Master Deed or these By-Laws which are to be resolved by a Court proceeding, shall be determined by arbitration. The fees and expenses of the arbitration shall be borne equally by the parties thereto, provided that the fees and expenses of the Trustees as a party to any such arbitration shall be a common expense.

(b) Arbitrators - If a dispute which under the provisions hereof is to be determined by

Arbitration, any unit owner or the Trustees (hereafter "parties") desiring determination thereof shall give each other party a written notice setting for the existence of the dispute and the questions at issue and demanding that all the same be arbitrated pursuant to this Section 33. Each unit owner and the Trustees shall, within 14 days after the giving of a notice to arbitrate as provided above, appoint an Arbitrator and notify all other parties in writing of the name and address of the Arbitrator so appointed. If two or more unit owners shall take substantially identical positions in such dispute, they may jointly appoint a single Arbitrator.

© If under the foregoing provisions any even number of Arbitrators shall be appointed,

then within the earlier of 10 days after the appointment of the last Arbitrator so appointed or 21 days after the giving of notice to arbitrate, one additional Arbitrator shall be appointed by the Arbitrators previously appointed, or a majority in number of them, and in default of such appointment of such additional Arbitrator, any party may request such appointment by a Judge of the Superior Court, Department of the Trial Court of Massachusetts in Barnstable County. In the event that any Arbitrator appointed shall thereafter die or become unable or unwilling to act, his successor shall be appointed in the same manner provided herein for the appointment of the Arbitrator so dying or becoming unable or unwilling to act.

\ (d) Arbitration proceedings shall be conducted in Barnstable County in accordance with

the rules of the American Association then in effect. The concurring determination of a majority in number of the Arbitrators shall be binding upon all parties to the dispute.

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Book 6743, Page 181 34. Signs No business, professional, commercial or other signs, whether designed for profit,

altruism or otherwise shall be maintained or permitted on any part of the property nor shall any "For Sale",

"For Rent", or "For Lease", sign be permitted thereon except by the Delcarant during such time as the Declarant owns one or more units in the Condominium, and except for any Mortgagee who may become the owner or Mortgagee in possession of any unit, but in no event shall any such sign be larger than two (2) square feet.

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