BBR.DCCR S

REST 20048451 12 IPPIMBIIBIIWI1;B ,, ,,, 7 . "cccr%.&g i-8-0 J After Rccordhg Return To: Robert D, Burton Armbrust & Brown, L,L,P, 100 Congress Ave., Suite 1300 Austin, Texas 78701 S2~ed AMENDED AND RESTATED DECLARATION OF COVENANTS, COrnITIONS AND ESrnCTIONS A Residential Community in Williamson County, Texas AMENDED AND RESTATED DECLARATION OF COVENANTS. COhiDITIONS AND RESTRTCI'IONS BENBROOK RANCH TABLE OF CONTmTS ARTJCLE 2 GWRAL kESmmIONS ................................................................................................. 8 2.03 Subdividing ...................................................................................................................... 9 .............................................. 2.04 Hazardouv Activities 10 ......................................................................... ............................ 2.05 Insurance Rates --.... 10 2.06 Mining and Drilling ...........................................................................................-.... 10

............... ............................ 2.05 Insurance Rates --.... 10 2.06 Mining and Drilling ...........................................................................................-.... 10 2.07 Noise ............................................................................................................................. ....lo .............................................. 2.09 Anirnals - Household Pets I I ......................................................................................................... 2.09 ~ubbisb and Debris 11 ...................................................................................................................... 2-10 Mainternee 12 .................. ........... 2.1 ) ST Landscepe Ares-Owner's Obljgntion to Maintain Landscaping .. 13 2.14 Signs ............................................................................................................................. .....15 ................................................................................................................................ 2.15 Tanks 15 ........................................................................................................ 2. 16 Temporary Smctures 15 .................................... ...................................... 2.17 Unsightly Atticles: Vehicles ., 15

........................................................ 2. 16 Temporary Smctures 15 .................................... ...................................... 2.17 Unsightly Atticles: Vehicles ., 15 2.18 Mobile Homes. Travcl Trailers and Recreational Vehicles .............................................. 15 ........................................................................ 2. 19 Bnsketbdl Goals; Permanent and Portable I5 ....................................................................... 2.20 Compliance with Association Restrictions 15 ...................................................... 2. 21 Liability of Ownm for Damge to Common Area l5 .......................................................... 2.22 No Wmty ofEnforccability I5 ................................................................. ARTICLE 3 USE Ah?) CONSTRUCTION RESTRICTIONS 15 .......................................................................................... 3.01 SindeFamily Residential Use 15 ...................... ..................................*..............................................,.................... 3.02 Rentals ... 15 .............................................................................................................................. 3. 03 Garages 15 ........................................................................................................ 3.04 Fences; Sidewalks 15 3.05 Dwelling Sizc ....................................................................................... 15 ........................................................................... 3.06 Alteration or Removal of Improvements I5 ............................................................................................... 3.07 Masonry; Fapde Materials 15

......................... 3.06 Alteration or Removal of Improvements I5 ............................................................................................... 3.07 Masonry; Fapde Materials 15 3.08 Trash Containers .......................... .... .................................................................................. 15 3.09 Drainage .................................................................................................................... 15 ...................................................................................................... 3.10 Cmshction Activities 15 r .... ..................................................................................................................... 3.11 Roollng .:... 15 ARTICLE 4 BENBROOK RANCH HObiEOWNERS ASSOCIATION. MC ...................................... .,15 4.01 Organization ................................................................................................................... 15 '4.02 Membership ....................................................................................................................... 15 .................................................................................................................... 4.03 Voting Rights 15 4.04 Powcrs ............................................................................................................................. 15 4.05 Indemnification ................................................................................................................. 15 .- .... ~ravis Title TR 10.10. 46 . 67' ' WM 20O4045112.002""."'"-"d" ........................................................................................................................... 4.06 Insurance 1s

vis Title TR 10.10. 46 . 67' ' WM 20O4045112.002""."'"-"d" ........................................................................................................................... 4.06 Insurance 1s 5.03 Mec~ic'sand&tmi&en'sLicn ............................................................................... 15 6.03 Amual &esnncn# ........................................... ..... 15

..................................................................................................... 6. 02 Maintenance Fund 15 6.03 Amual &esnncn# ........................................... ..... 15 6. 04 Scwjce Area Assessmcntg ............................................................................................... 15 ................................................................... 6.05 Special Aesessments ............................ ... 15 ................................................................................................. 6.06 Amount of Assessment... 15 6.07 Late Charges ........................................................................................................... .....15 ............................................ 6.08 Omor's Personal Obligation for Payment of Assessments 15 6.09 Assessment Lien and Foreclosure ................................................................................... 15 ...................................................... 6. 10 Exempt Property. 15 6.1 1 Fines and Damages Assessment .................................................................................... 1s ARTICLE 7 ARCmECT"tJ&d, CONTROL COh'hlITTEE .................... .. ........................................ 15 ............................................................... .................... 7.0 1 Construction of Imprwernentg .. 15 ...................... ......,.,.................................................. 7. 02 hhitecturai Control cornminee .,, 1.5

........... .................... 7.0 1 Construction of Imprwernentg .. 15 ...................... ......,.,.................................................. 7. 02 hhitecturai Control cornminee .,, 1.5 ARTIaE 8 MORTGAGE PROVISIONS ......................................... .. ............................................... 15 .............................................................................................................. 8.01 Notice of Action 15 .................................................................................................... 8. 02 Examination of Boob 15 8.03 Taxesl Aaessnlents and Charges .................................................................................. 15 ARTICLE 9 GENERAL PROVISIONS ................... .. ......................................................................... 15 .................................................................................................................................. 9.01 Term 15 ................................................................................................................ 9.02 Eminent Domain 15 ................................................................................................................. 9.03 Amendment 15

............................................. 9.02 Eminent Domain 15 ................................................................................................................. 9.03 Amendment 15 9.04 R~adway and Utility Easements .................................... ......................................... 1 5 ...................................................................................................................... 9. 05 Enforcement 15 ........................................................ ............................................ 9.06 Higher Authority -. 5 ........................................................................................................................ 9.07 Severability 15 .......................................................................................................................... 9.08 Conflicts 15 9.09 Gender ............................................... .. ....................................................................... 15 9.10 AcceptimcebyGmtees ...................... ....... ............................................................. 15 9.11 Damage and Destruction ................................................................................................... 15 . . ...................................................................................................................... 9.12 No Parhhon I5 .............................................................................................................................. 9.13 Notices 15 ARTICLE 10 EASEMENTS ................................................................................................................... 15

............................................ 9.13 Notices 15 ARTICLE 10 EASEMENTS ................................................................................................................... 15 10.01 Right of Ingress and Egress ......................................................................................... 15 ...................................................................................................... 10. 02 Reserued Easements 15 .............................................................................................................. 10.03 Utility Easements 15 10.04 Dcclarant as Attorney in Fact .................................. .... 15 ................................................................................................ ARTICLE 1 1 DEVEL~PMENT RIGHTS 15 ............... .......................................................... 1 1. 01 Development by Declamt ....................... I5 2004045112; 06:3" .-. ..-....- Travis Title TR 10.10.46.67 WM 11.02 Special Declaraot Rights .................... ... ....................................................................... I5 . . 11. 03 Addihon of Land ........................................................................................................... 15 11.04 Wi-wal oflend ................. ., ....................................................................................... i5 ARTICLE 12 DISPUTE RESOLUTION ................................................................................................. A5 ............................... 12. 01 Agreement to Encourage R~5olution 0fDispuies Without Litigation 15 12.02 Dispute Resoiution Procedures ...................................................................................... 15

12. 01 Agreement to Encourage R~5olution 0fDispuies Without Litigation 15 12.02 Dispute Resoiution Procedures ...................................................................................... 15 12.03 Initiation of Litigation by Association .......................................................................... 15 AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITlOKS AhD WSTR1(3TIONS BENBROOK RANCQ THE STATE OF TEXAS 8 KNOW ALL M? BY THESE PRESENTS: COUNTY OF WILLIAMSON 4 This Amended and Restakd Dcclmtion of Covenants, Conditions and Restrictions (the "Declaratioo") is made by BENBROOK PROPERTIES, LTD., a Texw limited partnership (the RECITALS: A. Declarant recorded that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions as Document No. 20030!3383, in the Oficial Public Records of Williamson County, Tew (the "Original Declaration").

B, Section 12.3 of the Original Declaration provides that the Original Declaration may be amended by an instrumenr signed by not lcss than 66.67% of the Ounm and the Declarant.

C. Declaant and Capital Pacific Holdings, L.L.C., n Texas Iimi~d liability company, comprise 66.67% of thc Omen.

D. The President of the Association has executed this Arnendmcnt for the purpose of certifying that this Declaratio~ has been signed by not less than 66.67% of the Owners, E. Declarant, pursuant to Sectid11 8.03 of thc Original Declaration desires to amend rhe Original Declaration in its mtirety, and substitute tho tern and provision8 ofrhis Declaration in its plece.

F. Declarar-t desires to create upon the Ptoperty a residential community and carry out a

e Original Declaration in its mtirety, and substitute tho tern and provision8 ofrhis Declaration in its plece.

F. Declarar-t desires to create upon the Ptoperty a residential community and carry out a unifonn plan for the improvement end development of the Property for the benefit of the present and all future owncrs thereof.

G. Dcclarant further desires to provide a mechanism for the prcsemation of the community md for the maintenance of common areas and, to that end, desires to subject the Property to the covenants, conditions, and restrictions set forth in this Declaration for the bcncfit of ibe Property.

NOW, TEEREFORE, it is hereby declared; (i) 'that all of the Property shall be held, sold, conveyed, and occupied subject to the following covenanis, conditions and nstrictions which shall run with the Property and shall be binding upon all parties having right, title, or interest in or to the Property or any part thereof, their heirs, successors, and assigns and shall inuro to the benefit of each owner thereof; and (ii) that each contract or deed which may hcrenftcr bt extcvted with regard to the Property, or any portion thereof, shall conclusively bc held to hve been executed, deliveted, and accepted s~bject to the following covensnts, conditions and restrictions, regardless of whether or no! thc game arc sot out in full or by rcfertnce in said contract or deed, ---- ------_ARTICLE: I DEFlNlTXOHB Unless the context othenvisc specifies or requires, the foll~wing words and phrases when used in this D~lantioa shall have the meanings hwei4after specified: "Architectural Control Commlttee" shall mean the committee created pursuult iO this

requires, the foll~wing words and phrases when used in this D~lantioa shall have the meanings hwei4after specified: "Architectural Control Commlttee" shall mean the committee created pursuult iO this Declaration to dew end approve phs for the w~clion, placemmt, modificehon, a1t:ntion or rwdeling of any hprovernents on any Lot, "Articles" shall mean and refer to the Articles of Incorporation of the Association, filed in the Office of the Secretary of State of Texas, as the same my be amended from time to time.

"Assessment," or "Assessments" shall mcan assessments imposed by the Associatian under this Dcclararion.

"Association" shall mean and refer to the Benbrook Ranch Homeowners Association, Inc., a Texas non-profit corporation, which shall be created by Declarant to exercise the authority and assume the po\vm specifid in Anicle 4 and clsewvhere jn this Declantjon, "Board" - shall mean the Board of Directors of the Association.

"Bulk Rate Contractv or "Bulk Rate Contracts" shall mean and refer to one or more contracts which are entered into by the Association for the provision of utility services or other services of any kind or nature to the Lots, The services provided under Bulk Rate Contracts may include, without limitation, cable television services, telecommunications services, internet access services, "broadband" services, security services, trash pick up services, propme sewice, natural gas service, lawn maintenance services and any other senices of any kind or nature which are considered by the Board to bc beneficial.

"Bvlaws" - shall mean and refer to the Bylaws of thc Association as adopted and as amended from time to time, "Comnon Area" shall mean and refer to all real propaty and any interest, including any

al.

"Bvlaws" - shall mean and refer to the Bylaws of thc Association as adopted and as amended from time to time, "Comnon Area" shall mean and refer to all real propaty and any interest, including any Improvements Iocated thcreon, which is designated by Dcclmt as common arca for thc bencfit of the Property, and is conveyed to thc Association or is otherwise held by Dcclarant for the benefit of the Owners. The Coinmoil Area sha4 include all areas that shall be or have been dedicated to all public authorities but not yet scceptcd by such authorities. The Common Area shall be for the common use ad enjoyment of tlie Owners. Common Area my be designated by Declarmt &om time to time and at any time.

'pecIsrauf" shall mm and refcr to BENBROOK PROPERTIES, LTD,, a Texas limited partnership, its successors or assigns: provided that any assigmenr(s) of the rights of Benbrook Propwtiwr, Ltd., as Declarant, must be expressly sat forth in writing and recorded in the Official Public Records of Williamson County, Texas.

The "DecJarantS Is the party who cauces the Property to be developed for actual residentlnl uee. The Declarant enjoy6 special privllqes to help protect its Investment in tbe development. These $pedal rights are described in this Dedaratiob Many of thee right9 do not tsrmhte until Declnrnnt either Declnrnnt: (I) has sold all Lob which may be created out of the Property; or (]I) vblantarity terrninrtw these rights by a written instrument recorW in the Onidal hbllc' Records of Wianuon County, Teras. The rights reserved by the Deelarant mny be assigned unilateraUy, and lh whole or In part to one or more third parties. JUL. 30. 2004 8:53AM . -.- ,..-- ------ .- ...

on County, Teras. The rights reserved by the Deelarant mny be assigned unilateraUy, and lh whole or In part to one or more third parties. JUL. 30. 2004 8:53AM . -.- ,..-- ------ .- ...

'yesion Guldelined' shall mean the standards for design, construction, landscaping, and exterior items placed on a Lot adoptsd pwsuant to Secrlon 7.OZ(c), as amended. kclarant has no obligation to adopt Design Guidelines.

"Immovement" shall m evcsy structure and all appurtenances of every type and kind, whether temporary or permanent in nature, including, but not limited to, buildings, outbuildings, storago sheds, patios, tennis courts, sport cousts, recreational facilities, swimming pools, putting greens, garages, driveways, parking areas maor facilities, storage buildings, sidewdkr;, fcnces, gates, screening walls, retaining walls, stairs, pntios, decks, walkways, landscaping, mailboxes, polcs, signs, antennae, extorior air conditioning equipment or fixtures, exterior ligbtir.g fixtures, water soliener fixtures or equipmat, and polcs, pumps, wells, tanks, reservoirs, pipes, lines, metcrs, ante-, towers and other facilities used in connection with water, sewer, gas, electric, telephone, regular or cable television, or other utilities.

"Lot" shall mean and refer to a portion of the Property deaigoated by Declarant or as shown as a subdividedlot on a Plat otb than Common Area, "Manneer" shall have the meaning set forth in Seclion 4.04fi), '%fembers" shall nzan and refer to every person or entity who holds membership privileges in the Association.

%lortea&" or "iClorkaeeg" shall mean any mortgage(s) or deed(s) of trust securing indebtedness and covering any Lot,

Association.

%lortea&" or "iClorkaeeg" shall mean any mortgage(s) or deed(s) of trust securing indebtedness and covering any Lot, "Owna~" shall mean the person(s), entity or entities, including Declerant, holding all or a portion of the fee simple interest in any Lot, but shall not inchdc the Mortgagee under a Mortgage prior ta it9 ncquisicion of fee simple interest in such Lot pursuant to foreclosure of the liw of its Modgage.

"Bt" shall mean a subdivision plat of any portion of the Property as recorded in the Offidal Public Records of Williamson Gunty, Tcxns, and any aandrnents thereto, "m" shall mean all of that certain real properly described on Exhibit "A", aftached hereto.

subjeot to such additions thercto and delctions thercfiorn as may be made pursuant to Sectlon 11.03 and "Residentin1 Lo? shall mean and refer to a portion of the Property shown as a subdivided lot on a Plat, other than Common Area, that is intended and designated solely for sir~gle-family residential use.

'Xestrietion~" shll mean &c restrictions, covenants, and conditions contained in thjs Declaration, the Design Ouidelines, Bylaws, or in any rules and regulations promulgated by tho Association pursuant to this Declaration, as adoptedand mended fium time to time, "Service Area" means a group of Lots and designated es a separate Senice Area pursuant to this Declaration for purpose of receiving benefia or services from the Association which are not provided to all Lots. A Service Area may be comprised of more than one housing type md may include noncantiguow hts. A Lot nlay be assigned to more than one Service Area. Service Area boundaries

e not provided to all Lots. A Service Area may be comprised of more than one housing type md may include noncantiguow hts. A Lot nlay be assigned to more than one Service Area. Service Area boundaries may be established and modified as provided in Section 2.02.

"Service Area Asses$rnents" means assessments levied against the Lots in a particular Service Area to hd Sm'ce ha Expenses, as described in Sctimi 6.04.

JUL. 30. 2004 8::4AM .. ,- - ... .----..--. - .

I or oxpecta to incur for the benefit of Owners within a particular Scrvice Area, which may includc a reasonable reserve for capibl repairs and replacements and a reasonable administrative chrage, as my be . autharized pursuant to this Declamtion.

ARTICLE 2 GENERAL RESTRICTIONS 2.01 General. All Lofs shall be owncd, held, encumbered, laased, used, occupied and cnjoyed subject to: (i) the applicable conditions, restrictions, resewations, and easements contained in this Declaration; (ii) the Design Chidelinen; and (ii9 any rules and regulations adopted by the Board.

This DecIaration, the Dealgn Guidelines, and the rules and reguhilons adopted by the Board are subject to change from tlme to time, By owning or occupying a Lot, yuu agree to remain In compIiaace wlth thls Declaration, the Dedgn Guidelines, zntl the rules and rezulmtiom, P6 they may change from tlme to time, 2.02 Provision of Benefits and Service8 to Service Areas, (a) The Declarmt jn any written notice recorded in the Offrcial hblic Records of Williamson County, Texas may assign L~ts to one or more Senice Ateas (by name or othq

ts and Service8 to Service Areas, (a) The Declarmt jn any written notice recorded in the Offrcial hblic Records of Williamson County, Texas may assign L~ts to one or more Senice Ateas (by name or othq identifying designation) as it deems appropriate, which Service Aseas may be then existing or newly created, and mBy require that the Association provide benefits or services to such Lots in addition to those which the Association generally provides to the Property, Declaraot may unilanrolly amend any writren notice recorded in the Official PubIic Records of Williamson County, Toxas, to redtsipate Service Area boundaries. All costs associated with the provision of services or benefits to a Service Area shall be assessed against the Lots within the Service Aroa as a Service Area Assessment.

(b) h addition to Service Areas which Declarsnt my designate, any group of Ownen may petition the Board to designatz their Lots as a Service Area for the purpose of rccciving from the Association: (a) special beneiits or service8 which are not provided to all Lots, or (b) a higher lcvel of service than the Association otherwise prvrides, Upon receipt of 8 petition signed by Owncrs of a majority of the Lots within the proposed Service Area, the Board shall investigate the tms upon which the requested benefits or services might be provided arid noq the Owners in the proposed Service -4rea of such arms and the charge to made thewfor, which may include 2 reasonable.

administrative charge in such mount as thc Board deem appropriate (provided, any such adminkkative chsrrgt shall apply at a uniform rate per Lot among all Swke Areas receiving the same service). Upon written approval of the proposal by hers of at least sixty-seven percent (67%) of

such adminkkative chsrrgt shall apply at a uniform rate per Lot among all Swke Areas receiving the same service). Upon written approval of the proposal by hers of at least sixty-seven percent (67%) of the Lots within the proposed Service Arm, the Association shall provide the requested bwefits or services an the terms set forth in the proposal. The cost and administrative charges associated with such benefits or sctvices shall be assessed against the Lots within such Service Area as a Service Area Assessmcni.

2,03 Subdividigp. No Lot shd be further divided or subdivided, nor may any casements or othw interests bruin less than the whole bc conveyed by thc Owner thereof without the prior written approval of the Architectural Cantrol Committee; provided, however, that when Dcclarant is the Ownu thereof, Declarant may Wer divide and subdivide any Lot zmd convcy any easements or other interests less than the whole, all without the approval of the ArchitecWal Control Committee, 2.04 Hazardous Activities. No activities shall be conducted on thc Property and no Improvements constructed on the Property, which are or rnight be unsafe or hazardous to any pctson Oi Travis Title TR 10.10.46.67 WM 2004045312.008""'""'"'" property. Without limiting the generslity of t4e fae&oing, no fiream or fieworks shaIl be discharged upon the Property, no open fires shall bo lighted or permitted except within safe and well-designed interior fireplaces, or in contained barbecue units while attended and in use for cooking purposes.

2.05 hurnnce Rai. Nothing shall be done or kept on the Property which would inclvase the rate of oasualty or liability insurance or cause the cancellation of any such insurance on the Common

purposes.

2.05 hurnnce Rai. Nothing shall be done or kept on the Property which would inclvase the rate of oasualty or liability insurance or cause the cancellation of any such insurance on the Common Area or the improvements located thereon, without tho prior written approval of the Board.

2.06 Midna-and DriIUpg. No portion of the Property shall be used for the purpose of mining, quanying, drilling, boring, or exploring for or removing oil, gas, or other hydrocarbons, minerals of any kid, rocks, stones, gad, gravel, aggregate, or a, 2.07 m, No noiso or othcr nujsmcc shall be permitted to cxist or operate upon any portion of the Property so as to be offensive or detrimental to any other portion of the Property or to its occupants, Without ljmiting the generality of the foregoing, if any noise or nuisance emmatts from any Improvement on nny Lot, the Association may (but shall not be obligated to) enter any such Improvement and take such reasonable actions necessary to terminate such noise (including silencing any burglar or break-in elm), 2.08 himals - Household Pets. No animals, including pigs, hogs, swine, poultry, fowl, wild animals, horses, cattle, sheep, goats, or any other type of animal not considered to be a domestic household pet within the o~dinary meaning and interprebtion of such words may be kapt, mintained, or cared for on the Pmpeny. No Owner may kep on such O~ncr'e Lot mon than four (4) cats and dogs, in the aggregate, not more than two (2) of which may be dogs. No animal shall bc allowed to make an unrmsonablc amount of tloisc, or to bocome a nuisance, and no domestic pets will be allowed on the Property other thsn on the Lot of jts Owner unless confined to a lcssh, No rtnjmal may be etabled,

an unrmsonablc amount of tloisc, or to bocome a nuisance, and no domestic pets will be allowed on the Property other thsn on the Lot of jts Owner unless confined to a lcssh, No rtnjmal may be etabled, maintained, kept, carcd for, or boarded for hire or munoration on the Property, and no kennals or breeding operation will be allowed No anid shall be allowed to run at large, and all animals shall be kept within enclosed arens which must be clean, sanitary, and reasonably ha of mfuse, insects, and wasre at all timcs, Such cnclosed area shall bc constructed in accordance with plans approved by the Architectural Control Committee, shall be of reasonable design and conshuotion to adequately contain such animals in accordance with thc provisions hereof, and shall be screened so as not to be nsiblo from any othcr portion of the Property, 2.09 Rubbish and Dobris. No rubbish or debris of any kind shall be placed or permitted to accun~latc upon the Property, and no odors shall bc permitted to arise therefrom so as to render thc Property any portian thweofunsaniCary, unsightly, offensive, or dttzimental to any other property or to j ts occupants. Rehse, garbage, and traah shall be kept at all timet in covered containers, and such containers shall be kept within enclosed structures or appropriately snecncd hm view. Each Owncr shall contract with an indqendtnt disposal swice to collect all garbage or other wastes, if such service is not provided by a governmental ehtity or the Association.

2.10 Msintennnce. The Owners of each Lot shall jointly and severally have the duty and responsibility, at their sole cost and expense, to keep thir Lot and ail Improvements thereon in good condition and repair end in a well-maintained, safe, clean and attractive condition at all times. Thc

ponsibility, at their sole cost and expense, to keep thir Lot and ail Improvements thereon in good condition and repair end in a well-maintained, safe, clean and attractive condition at all times. Thc Architectural Control Committee, in its sole discretion, shall determine whether a violation of the maintenance obligations set forth in this Section 2,10 has occumd, Such maintenonce includes, but is not limired to ihe following, which sW be performed in a timely manher, as determined by the Arcbitectunl Control Committee, in its sole discretion: (i) Proqt remvel of all litter, trash, refuse, and wastes.

188199-2 05/12/2004 Travis Title TR 10. 10. 46. 67 WM 2004045112. 009"'---'*---"' "" " (ii) Lawn mowing.

(iii) Tree add shrub pruning.

(v) Keeping exterior lighting and mechanical facilities in working order, (vii Keeping laun and garden areas alive, free of weeds, and attractive.

(vii) Keeping sidemlks and driveways ia goad rcp~ir, (viii) Complying with all government, health and police requirements.

(ix) Repainting of Improvements.

(x) Repeir of exterior damage, and wear and tear to Improvemer~ts.

2.11 ST Laa.&ca~e Area-Owner's Oblimdon to hfslntain Lnndscnplng. Each Owner will be responsible, at such Owner's sole cost and expense, for mnintahiog mowing, replacin5 pruning, and irrigating the landscaping between the boundary of such Owner's ht and the curb of any adj-t public right-of-way, sheet or alley (the "ST Landscape Area") unless the responsibility for mainiaining the ST Landscape Area has been assumed by the Associatian in ii written instrument recorded in the Official Public Records of Williamson County, Texas. Spedicdly, and not by way of limitation, ezch Owner, at

Landscape Area has been assumed by the Associatian in ii written instrument recorded in the Official Public Records of Williamson County, Texas. Spedicdly, and not by way of limitation, ezch Owner, at such Owner's sole cost and expense, will be required to maintain, imgatc and replace any trees located within the ST Landscape Arca, No landscaping, including trees, may be removed fiom or installed within the ST Landscape Area without the advance written consent of the Board, I,andscaoe Area are muired totobe maintnined and reulaccd vwrsvant to requimnts inu~std by the Ci!y Qwner's ST Landscape Area. In the ovcnt an Owner fails to propcrly add on a thely basis @oh standab to be determined by thc Board in the Board's sole aid absolute discretion) mow, rcplacc, prune, andlor irrigate any landscaping, including trecs, in such Owner's ST Landscape Area, such failure will constitu~ a violation of t?d Decbtion and the Board cause such landscaping, including trces, to be mowed, replaced, pruned andlor irrigated in a manner determined by tho Board, in its sole ar.d absolute discrcdon; provided, however, in any event, thc Board Will, at a minimum, cause the landscaping ar~d bees to be maintained and replaced in accordance with any applicable requirements imposed by the City of Leander. If the Board cmillses such landscaping, including tress, to be mowed, replaced, pruned and irrigated, the Orvner otherwise responsible therefor will be persoilally liable to the Association for all costs and expenses incurred by the Association for effecting such work. If such Owner fails to pay such costs and expenses upon dcmand by the Association, such costs and expenses (plus interest from the date

nd expenses incurred by the Association for effecting such work. If such Owner fails to pay such costs and expenses upon dcmand by the Association, such costs and expenses (plus interest from the date of demand until paid at the maximum lawful rate, or if thm is no such maximum IaFoful rate, st the nte of one and onohalf percent (1-112%) per month) shall bc assessed against ad chargeable to the Owner's Lot(s). Any such amounts assessed and chargeable egain~t Q Lot hcrcunder shall be secured by the liens reservcd in the Declaration for Assessmmts and my be collwted by any means provided in the Declaration for the collection of Assessments, including, but not limited to, foreclosure of such liens against the Owner's Lot(s). Each mch Owner shall indzrnnifL and hold harmless the Association and its officers, directors, employees and agents fram any cost, loss, damage, cxpcnst, liability, claim or cause of action ind or that may arise by mson of the Association's acts or activities under this Section 2.11 (including any wst, loss, damage, expense, liability, claim or cause of action wising out of the Association's negligence in co~cction thwwith), except for such cost, loss, damage, expense, liability, claim or ceuse of action wiving by reason of the Association's gross negligence or willful misconduct.

'2004045112~010 "'"'.-".. ". Travis Title T4 10.10.46.67 WM JUL. 30. 2004 8:54AM NO. 0784 P. 11 "Gross negligence" as used herein does not indude simple negligence, contributory negligcoce or similar negligoncc short of aal pss negligence.

2.12 m. Except as expressly provided below, no exterior radio or television antennae or aerial or satellite dish or disc, nor my solar energy system, shall be erected, maintained or plawd on a

igence.

2.12 m. Except as expressly provided below, no exterior radio or television antennae or aerial or satellite dish or disc, nor my solar energy system, shall be erected, maintained or plawd on a Lot without the prior written appmval of the Architectural Control Committee; provided, howovcr, that: (i) atl antenna desiged to receive direct brcmlcat senices, including direct-to-borne ssrellite services, that is one meter or less in diameter, br (ii) an antenna designed to rcccive video progamming services via multipoint distribution sorvices, including muItichenne1 multipoint diaribution services, instructional television fixed servica, and local multipoint distribution services, that is onc meter or less in diameter or diagonal measurement; or (iii) an antenna that is designed to receive television broadcast signals; (collectively, (i) through (iii) are referred to herein as the 'Termltted Antennas'? wjll be permitted subject to reasonable requirements as to lacation md screening as my be set fwth in rules adopted by the Architectural Control Committee, cornistent with applicable law, in ordcr to minimize obmsiveness as viewed from streets and adjacent proptrry. Declarent aqdor the Association will have the right, but not the obligation, to erect an aerial, satellite dish, or other apparatus for a master anterula, cable, or otha communication systcm for the benefit of all or any pation of the Propmy.

2.13 Location of Permitted Antennag. A Permitted Antenna may be installed solely on the OwIlcr's Lot and shall not encroach upon atly stre% Comn Area, or any other portion of the Property.

A Permitted Antenna shall be installed in a location on the kt hm which an acceptable quality signal

wIlcr's Lot and shall not encroach upon atly stre% Comn Area, or any other portion of the Property.

A Permitted Antenna shall be installed in a location on the kt hm which an acceptable quality signal can bc obtained md whew lcast visible from the beet md the Properly, other than the Lot, In order of preference, the locations of a Pnrnitted Antmra which will be considered lcast visjble by the Architec~l Conkul Committee are as followe: (i) Attached to the back of the principal single-family residence constructed on the Lot, with no part of the Permitted Antema any higher than the lowest point of tho roofline and screened from view of adjacent Lots and the street; then (ii) Attached to the side of the principal single.family residence constructed on the Lot, with no part of the Pcrmitted Antenna any hjgber hat the lowest point of the roofline and screened fiom view of adjacent Lots and the sire. t The Architectural Control Committee may, fiom time to time, modify, amend, or supplement the rules regarding instal!ation and placement of Pcrmittcd Antennas, Satellite dishes ohe meter or less In diameter, e.g., DirectTV or Dish lntellite dishes, are and placement. These rules and ragulatlonk may be modified by the Architectural Control Comdtee from time to time. Please contact the Architwtural Control Committee for the current rules regarding inahhtion and plrtcemont, 2,14 m. No sign of any kind ahall be displayed to the public view on any Lot without the prior written approval of the .4rchitectural Control Committee, except for: ,. . A. .-..".--I.. .. - -..---....AU-- .. - ~ravis Title TR 10.10.h6.67 VM 2004045112.011 JUL. 30. 2004 NO. 0784 ?. 12

the prior written approval of the .4rchitectural Control Committee, except for: ,. . A. .-..".--I.. .. - -..---....AU-- .. - ~ravis Title TR 10.10.h6.67 VM 2004045112.011 JUL. 30. 2004 NO. 0784 ?. 12 (i) signs which are part of Declarant's overall marketing or construction plans or activities for the Prop* andlor Development; (ii) one (I) temporary 'For Sale" or "For Rent" sign placed on the Lot bcing advertised "For Sale" or 'Tor Rent". The sign will be limited to a maximum face area of five (5) square feet on cach visible side and, if frce stadding, is mounted on a srngle or frame post. The overall height of the sign &om finished grade fiom the spot where the sign is located my not cxceed three (3) fcct, The sign must be removed within two (2) business days following the saIc or loasc of the Lot.; (iii) one (1) small security service sign per Lot, provided that the sign has a maximum face wea of two (2) square feet and is located no more than fivc (5) feet from the front elevation of thc principal residence constructed upon the Lot; (iv) permits as may be required by legal proceedings; and (v) permits as may be rcquircd by any governmntal entity.

An Owner will be permitted to post a "no soliciting" sign near or on the hnt door to the principal residence wmtmcted upon the Lot, provided, rhat be sign not cxceed twenty-five (25) square inches.

2.15 Tanks. The Architccrural Control Comiittec must approve my tank used or proposed in connection with a single-t'amily residential structure, including tanks for storage of hci, water, oil, or LPG, and includjng swimming pool filtm tanks. No elevated tanks of my kind shall be erected, placed or permitted on any Lot without the advance written approval of the Architectural Control Committee. All

and includjng swimming pool filtm tanks. No elevated tanks of my kind shall be erected, placed or permitted on any Lot without the advance written approval of the Architectural Control Committee. All tanks shall be screcncd so as not to be visible from my other portion of the Property.

strucm shall be placed upon the Property without the prior writttn approval of the Architectural Control Committee; provided, howcver, that temporary structures necessary for storage of tools and cquipmenf, a~d for officc space for architects, builders, and foremen during actual cohstruction may be maintained with the prior approval of Deckant, approval to include the nature, size, duration, and location of such structure, No(withstanding any provision in this DecImtion to the contrary, an Owner shall be permitted, without Architectural Conml Committee approval, to erect one (I) outbuilding on the Owner's Lot 3 (i) the surface srca of the pad on which the outbuilding 4s placed is less than or equal to eighty (80) square feec, (ii) the height of the outbuilding, measured from the surface of the Lot to the highest portion of the outbuilding is less than or equal to six (6) fcct; (iii) the outbuilding is constructed within an arca completely enclosed by a privacy fcnce of not less than six (6) feet in bight; (iv) thc cxterior of the outbuilding is constructed of thc same or substantially similar materials as the exterior of any residence located on the Lot; and (v) the outbuilding is constructed within building setback lines set forth on the Plat, The Architectural Control Committee shall be entitled to determine, in its sole and absolutc

ted on the Lot; and (v) the outbuilding is constructed within building setback lines set forth on the Plat, The Architectural Control Committee shall be entitled to determine, in its sole and absolutc discretion, whctfie~ an outbuilding constructed on any Lot complies wi!h the foregoing requirements, 2.17 UnsiPhllv Articles; Vehicles. No article deemed tn be unsiglrtly by the Architectural Control Committee shall be permittcd to rcmah on any Lot so as to be visible from adjoining propaty or hm public or private thoroughfire9. Without limiting the gcncdty of the foregoing, bailers, graders, trucks other than pickups, boats, tractors, campers, wagons, buses, motorcycles, motor scooters, all-tenein vehiclcs snd garden mainrcnaocc equipment shall be kept at all times except when in actual use, in enclosed structures or screened from view and no repair ot maintenance work shall be done on any of the foregoing, or on any automobile (other than minor emergency repairs), except in enclosd garages or otbet structures. Bach single family nsidcntial struchuc constructed withln the Property shall have suficient garngc spacc. as approved by the Architectural Control Committee, to house all vchicles to be 20d.4 -b4 51 12. dii-''.- ' -- .-,--... ' . . ~ravis Title TR 10.10.46.67' -WM kept on the Lot, Lot Owners dull not keep more thin two (2) automobiles in such manner as to be visible from any other portion of the Property for any period in excess of seventy-two (72) hours. Service areas, storage areas, compost piles and facilities for hanging, drying or airing clothing or household fabrics shall be uppropriateiy screened fmln view, and no lmber, grass, plant waste, shrub or trco clippings, metals, bulk mderials, scrap, rehse or trash shall be kcpf stored, or allowed to accumulate on

ics shall be uppropriateiy screened fmln view, and no lmber, grass, plant waste, shrub or trco clippings, metals, bulk mderials, scrap, rehse or trash shall be kcpf stored, or allowed to accumulate on any portion of the Property except within enclosed strtrcturcs or appropn'atcly screened from new, No: (i) racing vehicles; or (i) other vehicles (including, without limitation, motorcycles or motor scooters) which are inoperable or do not have a current license tag shall be pcxmitted to nmain vjsible on my Lor or to be parked on my roadway witbin the Propeny. No garage may be permanently encloscd or othenvisc used for habitation unless approved in advance by the Architectural Control Committee.

2.18 ~oblIeEornes, Travel Tralters and Recreatibusl VehicIes. No mobile homes shalI be parked or placed on any Lot or used as a regidcnce, either temporary or permanent, at any time, and no motor homes, travcl traile~s or recreational vehicles shall be parked an or near any Lot so as to be visible fiom adjoining properly or from public ar private thomughfares at any time, 2.19 -anent and Portable. Permmcnt basketball goals are permittsd between the street right-of-way and the hnt of the residenm on a Lot provided the basketball goal is locatod a minimum of twenty-five feet (25') f.?onl the street curb. The baskotbalI goal backbourd must be perpendiculnr to the straet and mounted on a black metal pole permanently instdled in the ground Portable bwkelbdl goals ate only allowed in the rear of the Lot6 and shall not be placed, at my tinie: (i) in or adjacent to any street or right of way located withi11 the Prop-, or (ii) between the street right-ofway and the front of the residence on any Lot in the Property. Basketball goals must be properly

adjacent to any street or right of way located withi11 the Prop-, or (ii) between the street right-ofway and the front of the residence on any Lot in the Property. Basketball goals must be properly maintained and painted, wirh thc nct in good repair. All baslcctball goals, whether permanent or panable, must be approved by the &laster Architectural Conbol Committee prior to being placed on any Lot.

2.20 Cornoliance with bclau~n Restrictions. Each Owner his or her farnjly, occupanis of a Lot, tenants, and the guests, invitees, and licensees of the preceding shall comply smctly with thc provisions of the Association Restrictions as the same may be mended from rimc to time, Failure to comply with my of the Association Resa-ictions ohall constitute a violation of tile Association Declaration, and shall give rise to a cause of action to recover sums due for Wges or injunctive relief, or both, maintainable by the Declaranf the Managcr, thc Board on behalf of the Association, the Architectural Control Committet, or by an aggrieved Owner. Without limiting any rights or powers of the Association, the bard may (but shall not be obligated to) remedy or anempt to remedy any violation of my of the provisions of Association Restrictions, and the Owncr whose violation has been so remedied shall bc pemmlly liable to the Assooiation for all costs md expenses of effecting (or attempting to effect) such rmedy. If such Owner Eails to pay such costs and expenses upon demand by the Association, such costs and expenses (plus interest from the date of demand until paid at the mahum la* rate, or if there is no such m.ximum lawful rate, at the ratc of one and one-half percent (1-112%)

sociation, such costs and expenses (plus interest from the date of demand until paid at the mahum la* rate, or if there is no such m.ximum lawful rate, at the ratc of one and one-half percent (1-112%) per month) shall bo asscssed against and chargable to tho Owner's Lot(s). Any such arnolmts assessed and chargeable against a Lot shaIl be secured by the lim reserved in the Declaration for Assessments md may be collected by any means provided in the Declaration for the collection of Assessments, including, but not limited to, foreclosure of such liens against the Omer's h(s), Each such Owner shall indemnify and hold harmless the Association and its officers, directors, employees and agents from any cost, Ioss, damago, expense, liability, claim or cause of action incurred or that may arise by reason of the Association's acts or activities under this Section 2.20 (including any cost, loss, damage, expense, liability, ciain or cause of action &sing out of the Association's ncgligcnce in oomection therewith), except for such cost, loss, dsmage, expense, liability, claim or cause of &tion arising by rmon of the Association's gross negligence or willhI misconduct. "Gross negligence" as used herein docs not include simple negligence, contributory negligence ot similar negligence short of actual gross ntgligmcc, 188199-2 05/12/2004 ~ra4i.s Title TR 10.10.46.67 WM 2004045112.013 JUL. 30. 2004 8: 55AM . ., . -------.--. . . . NO. 0781 2. 14 If you fail to comply wltb Association Restrlctlom, including this De+luatlan, the Master Declnratlon, the Archliacturai Cuidelints, and atrp rules adopted by you nssodntlon, you cad be fined or a dab mny be pursued agaln~t you In courk

on Restrlctlom, including this De+luatlan, the Master Declnratlon, the Archliacturai Cuidelints, and atrp rules adopted by you nssodntlon, you cad be fined or a dab mny be pursued agaln~t you In courk 2.21 JJabilitv of OFvners for Danrace to Common Area. No Owner shsU in any way alter, mod~fy, add lo or otherwise psrforin my work upon the Common Area without tht prim written approval of the Board, Each Owner shall be liable to the Assaidon for any and all damagcs to: (i) the Common Area and any improvements constructed thereon; or (ii) any Improvements constructed on any tot, the mhtenaoce of which has been assumcd by the Association, which damagcs were cawed by the rtcgtcct, rnisuse or negiigtsnce of such Owner or Owncr's famiIy, or by any tenant or other occupant of wch Owner's Lot, or any guest or invitee of such Owow, The full cost of all repairs of such d~mge shall be an assessment against such Owner's Lot, sccured by a lien against such Owner's Lot and collectable in the same manner aa Assmsmmts, 2.22 fi. Warrnnb of Enforceabilitv, Declarant makes no warranty or representation as to the present or future validity or enforceability of any restrictive covenants, tern, or provisions contained in the Dedwadon. Any Owner acquiring n Lot in reliance on one or more of such restricrive covenants, terra, or provisions $hail assume all risks of the validity and enforceability thereof and, by ecquiriry the Lot, aps to hold Declarsnt harmlcss therefrom.

ARTICLE 3 USE Ah?, CONSTRUCTION RESTRICTIONS 3.01 Sin&-FamUy ResId~ntial Use. The Lots shall be used solely for private single family residentid purposes and there shall not be cotlsrructed or maintained therebn more than ooe detached

STRICTIONS 3.01 Sin&-FamUy ResId~ntial Use. The Lots shall be used solely for private single family residentid purposes and there shall not be cotlsrructed or maintained therebn more than ooe detached single family residence. No profcesionai, business, or commercid activity to which the gcnernl public is invited shell be conducted on any Lot, except an Owner or occupant of a residence may conduct business activities within a residence so long as: (i) the existence or operation of the business activity is not apparent oi detectable by sight, sound, or smell from outside the residence; (ii) the bu~ness activity conforms to dl zoning requirement8 for the Property; (iii) the business activity does not involve door-todoor solicitation of residents withi4 the Property; (iv) the business does not, in the Board's judgment, generate a level of vehicular or pedestrian Wc or a number of vehicles parked within the Property which is noticeably greater tfian that which is typical of residtnces in which no business activity is being conducted; and (Y) the business activity is cansistent with the residsntial character of the Property and does not coostitute a nuisace, or a hazardous or offensive use, or threaten the security or safety of other residents of the Property as may be determined in the sole discretion of the Board The terms "business" and "trade", ae used in this provision, shall be constmed DJ have their ordinary, generally accepted meanings and shall include, without limitation, any oocupation, work, or activity undertaken on an ongoing baais which hvoIves tb provision of goods or scrviow to persons other than the provider's family md for which the provider rcceives a fee, compensation, or other form of consideration, regadless

going baais which hvoIves tb provision of goods or scrviow to persons other than the provider's family md for which the provider rcceives a fee, compensation, or other form of consideration, regadless of whether: (x) such activity is engaged in fix11 or part-time; (y) suoh activity in intended to or does generate a profit; or (2) a license is required.

Leasing of a residence shall not be considered a business or trade within tho mcaning of tlis subsection. This subsection shall not apply M any activity conducted by the Declarant or an Owner engaged in the business of conshucring homes for resale who acquires a Lot far tbe purpose of constructing s residence thcreon for rcsalc to a third pa5.

3.02 Rentals. Nothing in this beclaradm shall prevent the rental of any Lot md the Improvements thereon by the Owner chmof for residential pups&; provided that all rentals must be for tm of at least six (6) months, All leases shall be in writing, Notice of any lease, togther witk such additional information as my be required by the Board, will be remitted to the Association by the Owner on or before the expiration of ten (10) days after the effective date of the lease. Tho Owner must prn~ide to its lessee copies of the Restrictions.

3.03 Garages, Unless otherwise approved by the Architectural Control Cornminee, Garagcs should be acceszd from the rear or side of the Lot ifthe Lot abub EUI alley, In the event of any dispute conccmhg what constitutes che "rear" and "side" of e Lot, the dctermiaation by the Master Atchitechral Control Committee will be fiaal, Carports must be amhed to the principal residence and must be approved in advance by the Architectural Control Committee.

3.04 Fences: Sidewalks. All fences and walls will comply with all applicable governmental

st be amhed to the principal residence and must be approved in advance by the Architectural Control Committee.

3.04 Fences: Sidewalks. All fences and walls will comply with all applicable governmental ordinances, Unless otherwise approved by the Architectural Control Committee, no fence, wall or hedge will be ctectcd or mintaincd on any Lot nearer to the street than the hnt of the residence constructed on the Lot, except for fences erected in conjunction with the model homes or sales offices; and, provided further, no fence shall be crecttd in hnt of the residmcc constructed on any Lot, The Architechnal Control Committee will have the sole discretion to dekmjne the ft~nt of the residence for the purpose of this Section 3.04. Fences constructed on comer lots may be installed one (1) foot from the sidewalk andlor curb along the side yard adjacent to the street provided that mch fencing complies with applicable governmental ordinances. Unlesa otl~erwisc approved by the Architectural Control Committee, aU perimeter fences will be constructed of #1 grade cedar pickets with treated pine or cedar railings and posts. All such pekneter fences will be six (6) ket in height unless otherwise approvcd by the Architectural Control Committee. No chin-link, metal cloth or agricultural fencw may be instancd or maintained on the Lot. Unless otherwise agreed between Lot Owners, side and rear yard fences that separate adjaccnt Lots will be owned and maintained by the Owncr on whosc Lot the fens has been Lots with expenses being sharcd equally, If required by the Plat, thc Owner of each Lot shall construct, at

f the loc~tian is indeterminate, such fence will be maintained by the Owners of the adjacent Lots with expenses being sharcd equally, If required by the Plat, thc Owner of each Lot shall construct, at such Ownet's solc cost and expense and prior to occupying any Improvement, a sidewalk on mch Owner's Lot, lomted and designed in confarrnance with the Plat.

3.05 - The minimum Living area (exclusive of open or screened porches, taraccs, patios, decks, driveways, and pages) for rcsidenccs constructed within tho Property shall be 1,200 square feet.

3.06 Alteration or Removal of Im~rovernents. Any construction, other than normal maintenance, which in any way alters thc exterior appearance of any Improvement, or the removal of my Improvement shall be pcfsnned only with the prior written approval of ?he Architectural Control Committee.

3.07 Masonn: Facade Materia& The cxterjor walls of each residence co~mcted on a Lot (exclusive of eavcs, soffits and facia) will be constructed of at feast 75% masomy. Brick, stucco, stone, Harditdank and similar concrete based materials shall be considered maaonry. Notwithstanding the foregoing provision, the percentage of masonry incorporated into a residence will comply with all applicable govcrmental ordinances.

3.08 xrash Containers. Trash containers and recycling bins must be stored in one of the following locations: (i) inside the garage of the single-fdy residence constructed on the Lot; or (ii) Behind the single-family residence constructed on tho Lot in such a manner that the trash container and recycling bid is not visible from any street, alley, or adjacent Lot, 186199.2 OS/IUZGV4 JUL. 30. 2004 8:55AM

ycling bid is not visible from any street, alley, or adjacent Lot, 186199.2 OS/IUZGV4 JUL. 30. 2004 8:55AM The Architectural Conh-oI Cormnittee shall have the right to specify additional Imtions on each dwner's Lot in which trash containers or recycling bins mwt be stored.

3.09 DrLninaee, Thae shall be no interference with tba established drainage patterns over any of the Property, except by Declarnat, unlcss adequate provision is made for propcr drainage and such provisjon is approved by the Architectural Control Committee, 3.10 Constructlan Actlvitig, This Deckration shall not be construed so a3 to unreasonably intcrfel-e with or prevent normal construcbon activities during the construction of Improvements by an Owner (including Declarant) upon any Lot within the Property. Specifically, no such construction activities shall be deemed to constitute a nuisance or a violation of this Declaration by reeson of noise, dust, prescoce of vehicles or construction machinery, posting of signs or similar activities, provided that such constntctio~ is pursued to completion with reasonable diligence ad confbm to usual constNction practices in the area In the event that construction upon any Lot does not conform to urn1 practices in the area as determined by the Architectural Control Conunittee in its sole good faith judgment, the kchitecturd Con~l Committee shall have thc authority to scck an injunction to stop such construction.

In addition, if during the course of construction upon any Lot there is excessive acnrmulatiorl of debris of any kind which would render the Lot or any portion thcrcof unsanitary, unsightly, offensive, or

ddition, if during the course of construction upon any Lot there is excessive acnrmulatiorl of debris of any kind which would render the Lot or any portion thcrcof unsanitary, unsightly, offensive, or dstrimantal to it or any other portion of the Ropeiiy> then the Architectural Control Commim rn8y contract for or cause such debris to be removed, and rhe Owner of the Lot shall bc IiabIe for all expenses incurred in connection therewith.

3,11 Rosflng. The roof pitch and material incorporated into any roof must ba approved in advance by the Architec$ml Control Committee, ARTICLE 4 BENBROOK RANCH HOkEOWNERS ASSOCL4TIOK, INC.

4.01 Owanlzation. The .4ssociation shaI1 be a nonprofit corporation created for the purposes, charged with the duties, and vcsred with the powers of a Texas non-profit corpomtion, Neither the Articles nor Bylaws shall for any reason be dd or otherwise changed or interpretd so as to be inconsistent with this Declaiation, (a) Any person or entity, upon becoming an Owner, shall automatically become a Member of the Association, Membership shall be appurtenant to and shall run with the ownership of the Lot tbat qualifies tho Owner thcscof for membership, and rncmbenhip may not bc s~vered from the ownership of tbo Lot, as in any wey transferred, pledged, mortgaged or alienated, except together with tho title to such ht.

Uyou acquire a Lot you rutomntically btcnme 9 member of the Association Mtmbershig is Mendatow!

@) Every Member shall have a right and easement of enjoyment in and to all of fhe Common Area and an acccss easement by and through any Common Arca, wbich easements shall be appuncnant to and shall pass with the title to such Member's Lot, subject to the following restrictions and reservations:

nd an acccss easement by and through any Common Arca, wbich easements shall be appuncnant to and shall pass with the title to such Member's Lot, subject to the following restrictions and reservations: (i) The right of the Association to suspend the Member's voting rights and right to use the Common Area for any period during which any Aesessment against such Member's Lot remains past due and for any period during which such member is in violation of my provision of this Declaration; (ji) Tbb nght of the Association to dedicate or tansfer all or any part of the Common Area to any public agency, a~thority or utility for such purpose; (iii) The right of the Association to borrow money for the purpose of improving the Common Am and, in fulthemcc thcreof, mortgage the Common Arta; (jv) The right of the Association to make reasonable rules and regulations regarding the use of thc Common Area and any Improvements thercon; ad (v) Thc right of the Association to contract for services with my third panics on s3ch terms as the Associ~lion may determine.

4.03 Votin~ Riehta, The right to cast votes and the number of votes which may be cast for election of nlmbers to the Board and on all other matten to be voted on by thc Members shall be calculated as follows: (a) The Owner of each Lot shall have one (1) vote for each Lot so owned. In the event of the re-subdivision of any Lot into two or more Lots: (i) thc number of votes to which such Lot is entitled shall be increased as necessary to retain the ratio of one (1) vote for each Lot resulting from such resubdivision, e.g., each Lot resllltiag from the re-subdivision will be entitled to one (I)

titled shall be increased as necessary to retain the ratio of one (1) vote for each Lot resulting from such resubdivision, e.g., each Lot resllltiag from the re-subdivision will be entitled to one (I) votc; and (ii) each Lot resulting from the re-subdivision will bc allocated one (1) hsessment Unit. In the event of the consolidatioh of two (2) or more Lots for purposes of construction of a single residence thereon, voting rights and Assessnlents shall continue to be determined accardhg to the number of original Lots contained in such consolidated Lot. Nothing in this Declaxation shall be conshued a-s authorization for any re-subdivision or wnsolidation of Lots, such actions being subject to the conditions and restrictions of this Declaration.

(b) In addition to the votes to which Declarant is entitled by reason of Secfiort 4.03(a), for every ow (1) vote outstanding in favor Of any other person or entity, Declarant shall have four (4) additional votes until the earlier to occur of! (i) one hundred and twenty (120) days aRer Dccltuant has conveyed all Lots to owners other thm Declarant; or (ii) twenty (20) years after the dak this Declnration is recorded in the Official Public Records of Williamson County, Texas.

(c) Whon more than one person or entity owns a portion of the fee simple interest in any Lot, all such pcnons or entities shall be Members. The vote or votes (or hction thcreof) for such Lot shall be exercised by the person so designated in writing to the Secretary of the Association by the Owner of such Lot, add in no evcnt shall the vote for such Lot exceed the total votes to which such Lot is otherwise crltitled undcr obis Section 4.03.

(d) The right of any Owher to voiz may bc suspended by the Association, acting

vcnt shall the vote for such Lot exceed the total votes to which such Lot is otherwise crltitled undcr obis Section 4.03.

(d) The right of any Owher to voiz may bc suspended by the Association, acting through the Board, for any period dwing which any Assessment against such owners Lot(s) or remin past due, for any period during which such Owna or such Owners' Logs) are in violation of this Declaratioa 4.04 Powers. ?he Awocittiion shall hnve the powers of a Texas nonprofit corporation. It shall firrther have the ptnve~ to do md perf- any and all acts that may be necessary or proper, for or incidental to, the exercise of any of the express poqm granted to it by fhe laws of Texas or this Declaration Without in any way limiting the gcnwality of the two preceding sentences, the Bod, acting on behaIf of the Association, shall have the fallawing powers et all times: (a) RuIcs and Bvlaws. To &, establish and podgate, and in its discretion 4 ammd from time to time, or repeal and re-enact, such rules, regulations, and Bylaws not in conflict with this Declaration, as it deems proper, covering any and all aepects of the Property (including the operation, mainteaanct and preservation thereof) ar the Association I When you ncqulre a Lot, you will be requlred to rumply with the terms of this Declaration, 1 theDcsiga Guidelines, and auy rnlcs and regohtions adupted by the Board. Yes, there arc lots a9 rula! , (b) Insumg. To obtain and mJiatain in efiect, policies of insurance that, io the opinion of the Board, are reasonably necessary or appropriate to carry out the Association's fbctions, (c) Records. To keep books and records of the Association's affairs, and to make

nce that, io the opinion of the Board, are reasonably necessary or appropriate to carry out the Association's fbctions, (c) Records. To keep books and records of the Association's affairs, and to make surjh books and records, together with current copies of the Restrictions available for inspection by the Owners, Mortgagees, and insurers or guarantors of any Mortgage upon request during normal Wess hours.

(d) Assessments. To levy and collect assessments, and to determine Asseswent Unja, as provided in Ara'clc 5 below.

(e) Riebt of Entry and Enforcement. To enter et any time without notice in an emergtncy (or in the case of a non<mrgency, after twenty-four (24) hours written notice), without being liable to any Owner, upon any Lot and into any Impmvernent thereon for the purpose of enforcing the Restrictione or for the purpose of maintaining or repairing any area, Improvement or other facility to conform to this Declmtion. Thc expense incurred by the Association in connecrion with the entry upon any Lot 8nd the maintenance and repair work conducted thereon or therein shan be a personal obligation of tk Owner of the Lot Unit so entaod, shall bc deemed a special Assessment agLzinst such Lot, shall be secured by a lien upon such Lot for Assessments. The Association shall have the powor and authority frorn time to time, in its own name and on its 0%behalf; or in the namo or' and on behalf of any Owner who consents thereto, to commence and mainbin nctiom and suits to enforce, by mandatory injunction or otherwise, or to restrairl and enjoin, any breach or threatened breach of the Restrictions. The Association is also authorized to settle claim, enforcc lieas and fake all such action as it may deem necessary or expedient to enforce the

in, any breach or threatened breach of the Restrictions. The Association is also authorized to settle claim, enforcc lieas and fake all such action as it may deem necessary or expedient to enforce the Restrictions; provided, however, that the Board shall nevcr be authorized to expend any Association funds for the pwpose of bringing suit against Declarmt, or their successom or assigns, The Association my not alter or demolish any Improvements on any Lot other than Common Area in enforcing this Declaration before a judicial order authorizing such action has been obtained by ';he Association, or before the %itten consent of the Owner@) of the affected Lot(s) has bcm obraintd.

EACH SUCH OWNER SHALL INDEMMFY AND HOLD HARhlLESS THE; ASSOCIATION, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS PROM ANY COST, LOSS, DAMAGE, EXPENSE, LIABKrrY, CLAD1 OR CAUSE OF ACllON ISCURRED OR THAT MAY ARISE BY REASON OF THE ASSOCIATION'S ACTS OR LIABILITY, CLAIM OR CAUSE OF ACTION ARISING OUT OF THJ3 ASSOCIATION'S NEGLIGENCE IN CONNECTION THEREWITH), EXCEPT FOR SUCH COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION ARISING BY REASON OF THE ASSOCIATION'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

"GROSS NEGLIGEhTCE" DOES NOT INCLUDE SIMPLE NEGLIGDVCE, CONTRIBUTORY NEGLIGENCE OR SLUR NEGLIGENCE SBORT OF ACTU.4L GROSS NEGLIGENCE.

7o04 04 51 12. 018'---"""" -,--- . ~ravis Title TR 10.10.46.67 WM JUL. 30. 2004 8:56AM . --L--. -.. . N0.0784 P. 19 (f) Leeal and Account.nn Services. To retain and pay for legal md accouriting services necessary or propa in tbe operation of the Association.

(g) Convwanceg. To grant and mvey to any person or entity the real property

unt.nn Services. To retain and pay for legal md accouriting services necessary or propa in tbe operation of the Association.

(g) Convwanceg. To grant and mvey to any person or entity the real property mdhr other interest, including fee title, leasehold estates, earnerits, rights-of-way or mortgages, out of, in, on, over, or under any Common Area for the purpose of consmcting, erecting, operating or maintaining the following: (i) Parks, pnrkwaye or other recreational facilities or structures; (ii) Roads, streets, sidwaiks, signs, street lights, walks, driveways, trails and path; (iii) Lines, cables, wires, conduits, pipelines or other devices for utility purposes; (iv) Sewers, water systems, stm water drainage systems, sprinkler systems and pipelines; and/or (v) Any similar improvements or facilities.

Nothing set fwth above, however, shall be construed to permit use or occupancy of my Improvcmcnt or other facility in a my that would violate applicable use and occupancy restrictions imposed by the Restridoh6 or by any pvernmmtal authority.

(h) Manaeer, To retain and pay for the savices of a person or firm (the "Manager") to mage and operate the Associadon, including its property, to the mbi deemed advisable by he Board. Additional personnel may be employed directly by the Association or may be fumishcd by the Manager, To the extcnt permitted by law, the Board may dclcgatc any other duties, powers and fhctions to the Manager, THE MEhIBERS HEREBY RELEASE THE ASSOCIATION AND THE MEICTBERS OF THE BOARD FROM LIABILITY FOR .ANY OMISSION OR IMPROPER EXERCISE BY THE bIANAGER OF ANY SUCH DUTY, POWER OR FUN(XION SO DELEGATED.

(i) Propertv Services. To pay for water, sewer, garbage removal, street lights,

FROM LIABILITY FOR .ANY OMISSION OR IMPROPER EXERCISE BY THE bIANAGER OF ANY SUCH DUTY, POWER OR FUN(XION SO DELEGATED.

(i) Propertv Services. To pay for water, sewer, garbage removal, street lights, landscaping, gardening and all other utilities, saviccs and maintenance for the Properly, including but not limited to its recreational facilities, to maintain and repair recreational facilitics, easements, roads, roadways, rights-of-ways, signs, parks, parkways, median stripil, sidewalks, paths, trails, ponds, lakcs located within the Property, and to maintain and repair other dons of tho Property.

(j) Other Swices and Prouertieg. To obtain and pay for any other property end services, and to pay any other taxes or assessments that the Association or the Board is required or permitted to securc or to pay for pwusnt to applicable Isw (Including the Texas Non-Profit Corporation Act) or uhder the terms of the Restrictiom or as determined by the Board.

(k) Construction on Association Property, To construct ncw Improvements or additions to my propcity owned, leased, or licenscd by the Association, eobject to the approval of the Arohitectural Control Committee, (I) Qnbads. To enter into Bulk Rate Contrscts or other contracts with Declmt and other persons on such term8 and provisions as the Board shall dotormine, to opcr~te and maintain any Common Area, or other property, or to provide any service, including but not limited to able, utility, or t;lecurnrnunication services, or perform any hnction on behalf of Dwiarant, thc Board, the Association or the Members.

Travis Title TR 10.10.46.67 WM 2004045112.019 (m) Prom OWnership. To scquire, own and dispose of all manner of real and

ation or the Members.

Travis Title TR 10.10.46.67 WM 2004045112.019 (m) Prom OWnership. To scquire, own and dispose of all manner of real and personal property, including habitat, whether by pf lease, easement, gift or otherwise.

limiting the use of the Common Area and any Improvements thereon.

4,05 Indemnification. To the firllest extcnt pdtted by applicable law but without duplication (and subject to) any rights or benefits arising under the Amcles or Bylaws of thc Asgociation, the Association shall indemnify any person who was, or is, a party, or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is, or wns, a director, of'ficer, cornmiHm member, employee, servant or agent of the Association against expenses, including attorneys' fees, reasonably incurnd by him in connection with such action, suit or proceeding if it is found and detm-mined by the Board or a Court that he (I) acted in good faith and in a mannsr he reasonably believed to be in, or not opposed to, the best interests of the Association, or (2) with respect to any criminal action or pmeeding, had no rcasonuble cause to believo his conduct was unlawful. The tcmhation of any action, suit or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, ahail not of its~lf creatc a presumption rhat the person did not act in good faitb w in e manna which was reasonably believed to be in, or not opposed 10, the best intorcsts of the Association or, with respect to any crizninal &on or proceeding, had

person did not act in good faitb w in e manna which was reasonably believed to be in, or not opposed 10, the best intorcsts of the Association or, with respect to any crizninal &on or proceeding, had reasonable causc to believc &at his conduct was unlawhl.

406 Insurance. The Board may purchase arld maintain, at the expense of the Association, insurance on behalf of any person who is acting as a director, officer, committee member, empIoyee?

servant w agent of the Association against any liability asserted against him or incurred by him in any such capaoity, w arising out of his status as such, whether or not the Association would have the power to indannify him against such liability nr otherwise.

4.07 Control bv Declarant. Notwithstanding anything to the oontrary, Declmt, or its successors or assigns, shall have the absolute right to appoint rncmbers of the Bo~d and their successors until the earlier to occur of: (i) one hundred and twenty (1 20) days after klarant hes cotiveyed all of the Lots which nuy be created out of the Property to owners othcr than Declarant; or (ii) twenty (20) years after the datc this Declaration is recorded in the WficiaI Public Recod of Williamson County, Texas.

Dcclarnnt, at it6 option, may assign or delegate, in whole or in pan, its rights and powers to the Associntion, the Board or any other entity provided such designation is in writing.

4.08 Bulk Rate Coutracts, The Association &a11 have the power to enter into Bulk Ratc Contracts at any time and from time to time, The Assocjatirm may ester into Bulk Rate Contracts with any service providers choscn by the Board (including Dcclarant, andlor any entities in which Dcclarant, or tho owners or partners of Dcclarant arc owners or participants, directly or indirectly). The Bulk Rate

ce providers choscn by the Board (including Dcclarant, andlor any entities in which Dcclarant, or tho owners or partners of Dcclarant arc owners or participants, directly or indirectly). The Bulk Rate Contrwts may be entered into on such tenns and provisions ns the Board may determine in its sole and absolute discretion. The Association may, at its option and election add !be charges payable by such Owner under such Bulk Rnte Conhct to the Assessments against such Owner's Lot, In this regard, it is agreed and understood that, if any Owner fails to pay eny charges duc by such Omer under the terms of any Bulk Ra!e Contract, then the Assbciatioa shall be cntitled to collect such charges by exercising the same rights and remedics it would be entitled to exercise under this Declmtion with rcspeci to the feilure by such Omcr to pay Assessments, including without limitation the right to foreclose the lien against such Owner's Lot which is reserved under the tern and provisions of this Declaretion. In addition, in the event of nonpayment by my Owner of any chargcs due under any Bulk Rate Contract md after thc lapse of at leust twelve (12) days since such charges were due, the Association may, upon five (5) days' prior written notice to such her (which may run concwreatly with such 12 day period), in addition to aU other rights and remedies available at law, equity or otherwise, terminate, in such manner as the Board deems appropriate, any utility scrvice or other scrvicc provided at the cost of tbe Asgociation and not paid JUL. 30. 2004 8:57AM -. .. -. L_, .. NO. 0781 P. 21 for by such Owner (or the occupant of such Owner's Lot) directly to the applicable service or utility

JUL. 30. 2004 8:57AM -. .. -. L_, .. NO. 0781 P. 21 for by such Owner (or the occupant of such Owner's Lot) directly to the applicable service or utility provider. Such notice shall consist of a separate mailbig or hand delivery at least five (5) dap prior to a stated date of termination, with the title Ycnninatim notice" or similar language prominently displayed on the notice, The notice sM1 include the office or street adcltess whac the Owner (or the occupant of such Owner's Lot) can make arrangernmts for payment of the bill and for rcconnrction or re-in.stitution of service No utility or cable television service shall be disconnected on a day, or imediate[y preceding a day, when personnel are not available for the purpose of collcction and reconnecting such services.

ARTICLE 5 INSURANCE 5.01 Ifienrance. Each Owner shall be required to purchase and maintain commercially standard insurance on the Improvements luted upon such Owner's Lot, The Association shall not be required to mnintain insurance on the Improvements constructed upon any Lot. The Association may, however, obtain such insurance as it may &em ueccssary, including but not limited to such policies of liability and property damage insurance as the Board, in its discretion, may deem necessary. insurance premiums for such policies shall be a common expense to bo included in the assessments levied by the Association. The acquisition of insurance by the Association shall. be without prejudice to the right and obligation of any Owner to obtain additioml individual insurance.

YOU COYERED?

The Asgociation win not proride insurance which covers an Owners Lot, or any Improvements or personal; property located on a Lot.

on of any Owner to obtain additioml individual insurance.

YOU COYERED?

The Asgociation win not proride insurance which covers an Owners Lot, or any Improvements or personal; property located on a Lot.

5.02 -&storation. In the event of any fire or other casualty, the Owner shall promptly repair, restore and replace any damaged or destroyed structures to their same exterior condition existing prior to the damage or destruction thereof Such repair, mtoration or replacement 6hd be commenced and completed in a good and workmanlike manner using exterior mateliale identical to those originally used in the mcturw damaged or destro@. To the extetit that the Ownzr fils to commence such repair, restoration or replacement of substantial or total damage or destruction within one hundred and twenty (120) days after the occurrence of such darnage or destruction, and thereafter prosecute same to completion, or if the Owner dm not clean up any debris resulting from any damage within thuty (30) days after the occurrence of such dmge, the Association may comnco, complete or effect such repair, restoration, replacement or clean-up, and such Owner saall be personally liable to the Association for the cost of such work; provided, however, that if the Ouner is prohibited or delayed by law, regulation or lidministrative or public body or tribunal from commencing such repair, restoration, replacement or cleanup, the tights of the Association under this provision shall not arise until the expiration of thirty (30) days after such prohibition or delay is removed, If the Owner fails to pay such cost upon demand by the Association, the cost thereof (plus intcreet from the datc of dcmanduntil paid at tbe maximum lawful rate,

such prohibition or delay is removed, If the Owner fails to pay such cost upon demand by the Association, the cost thereof (plus intcreet from the datc of dcmanduntil paid at tbe maximum lawful rate, or if there is no such mimum lawful rate, than at the ate of one end one-half percent (1 %%) per mon& shall be added to the Assessment chargeable to the Owner's Lot. Any such amounts added to the Assessments chargeable against a Lot shall be secured by the liens resaved in the Declaration for Asswsrnents and may be collected by any means provided in this Declaration for the collection of OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AhY COST, LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM OR CAUSE OF ACTION IIVCWD OR THAT MAY ARISE BY RXASON OF THE ASSQCZ4TION'S ACTS OR AC'fIVlTIES UPc?)ER THIS SECTION 5-02, EXCEPT FOR SUCH COST, LOSS, DAhIAGE, EXPENSE, LIABILITY, CLAIh1 OR COST OF ACTION ARTSING BY REASON OF THE ASSOCUTION'S GROSS NEGUGEKCE OR WILLFUL MISCONDUCT. "GROSS NEGLIGENCEb AS USED HEREIN DOE3 NOT I 86 I 99.2 0511 moo4 JUL. 30, 2004 8:57AM .. .-- -- ,--- -.. .. . - . b!O. 0784 P. 22 INCLUDE SlMPLE NEGLIGENCE, CONTEUBUTORY NEGLJGENCE OR SIMILAR NEGLIGENCE SHORT OF ACTUAL GROSS NEGLIGENCE.

5.03 Mecbwic'g and Materialmen's Llen. Each Owner whose sttucture is repsired, restored, replaced m cleaned up by the Asociation pwsuant to the rights gtantcd under this Article 4, hereby grants to the Association an express mechanic's and matcrialmen's lien for the reasonable cost of

ed, replaced m cleaned up by the Asociation pwsuant to the rights gtantcd under this Article 4, hereby grants to the Association an express mechanic's and matcrialmen's lien for the reasonable cost of swh repair, nstoration, or replacement of the damagcd or destroyed Lmpmvernent to the extent that the cost of such repair, restoration or replacement exceeds any inswance proceeds ellocable to such repah, restoration or replacement and delivered to the Association. Upon request by the Board, and before the commencmcnt of any reconstruction, repair, restoration or replacement, such Owner shall execute all documents sufficient to effectuate such mechanic's md materialman's lien in favor of the Associetion ARTICLE 6 COVENANT FOR ASSESSMENTS (a) Assessments established by the Board pursuant to the provisions of this Article 6 shall be levied against each Lot in amounts dotomined pursuant to Section 6.06 below, The total amount of Assessments shall be determined by the Board pursuant to Section 6.03, 6.04 andfor 6.05, @) Each Agiessaent together with such interest thereon and costs of collection as hereinafter provided, shall bc the personel obligation of the Owner of the Lot against which thc Assessmiat is levied and shall bc secured by a lien hereby granted and conveyed by the Declarant to the Association against each such Lot snd ail knpmvements thereon (such lien, with rcspect to any Lot not in existence on the date hereof, shall be deemed granted and conveyed at the time that such Lot is acated). The Associntim may enforce payment of such Assessmanu in accordance with the provisions of this Article.

(0) Declarant may, but is not obligated, to reduce Assessments which would otherwise be levied against Lots for any fiscal ycar by the payment of a subsidy to the Association.

visions of this Article.

(0) Declarant may, but is not obligated, to reduce Assessments which would otherwise be levied against Lots for any fiscal ycar by the payment of a subsidy to the Association.

Any subsidy paid to the Associatia by the Declarant may bc ueated as a contribution or a loan, in the Deolarant's sole and absolute discretion. Any subsidy and the characterization thereof will be disclosed as a line item in the anqua1 budget preparcd by the Board and attributable to suoh Assessments, The payment of a subsidy in any given yew will not obligate the Declaraqt to conrinue payment of a subsidy to the Association in future years, 6,02 plaintenance Pun?. The Board shall establish a mainteamcc fund into which shall be dep~sited all monies paid to thc Association add from which disbursments &all be made in performing the functions of the Association under this Declaration. The funds of the Association must be used solely for purposes authorid by this Declaration, as it may from time to time be amended.

6,03 pepwlar Annual Assessments. Prior to the beginning of each fiscal year, the Board shall estimate the expenses to bc incurred by the Association during such year in performing its functions and exercising its powers undn this Declaration, including, but pot limited to, the cost of all management, repair and maintenance of Common Area, the cost of administering and enforcing the covenants ad restrictions contained herein, and shall estimate tho mmt needed to maintain a reasonable provision for contingcncics and an appropriate replacement rcservc, and shall give duo consideration to any expected income nnd any surplw from the prior year's fund. Assessmtdts su5cient to pay such estimated net

contingcncics and an appropriate replacement rcservc, and shall give duo consideration to any expected income nnd any surplw from the prior year's fund. Assessmtdts su5cient to pay such estimated net expenses shall thon bc levied at tho lcvcf of Assessrncnts set by the Board in its sole and absolute JUL. 30. 2004 8:57PM --. --..- -. .. NO. 0784 P. 23 discretion, ad the Boerd's determination shall be final and binding so long aa it is made m good kith. If the sums collected pmc inadequate for any reason, including nonpayment of any individual Assessment, the &sociation may at any he, and fiom time to time, levy further Aasensmcnts in the me manner, All s~ch regular Assessments shall be due and payable to the Associtttion at the beginning of the fiscal year or during the fiscal year in equal monthly installments on or before the kt by of each month, or in such other manha as tho Board may designate in its sole and absolute discretion.

6.04 Service Area Assesmente. Prior to the be&dng of cach fiswl year, the Board will prepare a sepsrata budget for each Service Area reflecting the estimated Scrvice Area Expenses to be incurred by the Association in the corning year. The total amount of estimated Senice Area Expenses for each Service Area shall be allocated equally among all Lots in the benefited Service Area and will be levied as a Service Area Assessment. A11 mounts that the Association collects as Service Area Asscssrnents shall be held in trust for and expcndbd solely Tor the benefit of the Service Area for which they wae collected and sball be accounted for saparately fiom the Associatjon's generill funds.

6.05 Special Assessments, In addition to the regular annual Assessments provided for above,

ea for which they wae collected and sball be accounted for saparately fiom the Associatjon's generill funds.

6.05 Special Assessments, In addition to the regular annual Assessments provided for above, the Board may levy special Assessments whenever in the Board's opinion such special Aasesmcnts are necessary ut enable the Board to catry out the functions of the Associatiad under this Deolariition, The amount of any special Asseas~nents shall be at the reasomble discretion of the Board. In addjtioo to the special Assessments authorized above, the Association may, in any fiscal year, levy a specjal Assessment applicable to that fiscal year only for the purpose of defraying, in whole or in part, the con of my construction, reconstruction, repair or replacemcnr of a capitol improvement upon the Common Area, Any special Asscssmcnt levied by the Association for the purpose of defraying, in whole or in part, costs of any construction, recomltllction, repair or replacemmt of capital improvement upon the Common Area shall be levied against all Owners based on Assessment Units.

6.06 Amount of Assessmenf.

(a) The Board shall Ievy Assessments against each "Asscssrneot Unit" (as defined in Section 6.060 below). Unless ohmvise provided in this Declclratim, Assessments levied pursuant to Section 6.03 and Sectton 6,05 shall be levied uniformly against cach Assessmcnt Unit. Serviw Area Assessmants levied pursuant to Section 6.04 will bo levied uniformly against each Assessment Unit which has been included in the Service Area to which mch Service Area Assessrnont relates.

(b) Each ht shall constitute one "Assessment Unit". ' (c) Notwithstanding an* in ih4 Declartltian to tho contrary, no Assessments shall be Ievied upon Lo@ owned by Declarant,

Area Assessrnont relates.

(b) Each ht shall constitute one "Assessment Unit". ' (c) Notwithstanding an* in ih4 Declartltian to tho contrary, no Assessments shall be Ievied upon Lo@ owned by Declarant, (d) The Declarant may, in its solc discretion, elect to: (i) exempt any un-placed or unimproved portion of the Property, or Lot fmm Assessments; or (ii) dolay the levy of Assessment.

against any un-platted, unimproved or improved portion of the Property or Lot.

6.07 bate Ch-mes. If any Assessment, whetha regular or special, is not paid by the due date applicable thereto, the Owner responsible far the payment may be requind by the Board, at the Board's election at any time and hm time to time, to pay a late charge in such amount ns the Board may designate, and the late charge (and any reasonable handling costs) shall be a charge upon the Lot owned by such Owner, collectible in the manner as provided for collection of Assessments, including forsclosurc of the lien against such Lot; provided, however, such charge shall nevcr exceed the maximum chargc permitted under applicable law.

JUL. 30. 2004 8: 58AM . , NO. 0784 P. 24 6.08 Owner's Personal ObWPtfPn for Payment of Assessments. Assessments lcvied es provided for herein shall bc thc personal and individual debt of thc Owncr of the Lor against which are levied such Assessments. No Owner may exempt himself from liability for such Assessments. In thc event of default in the payment of any such Assessment, the Owner of the Lot shall be obligated to pay interest on the amount of the Assessment at the highest rate allowed by applicable usary laws thcn in effect on the mount of thc Assessment from the due date therefor (or if there is no euoh highest rate, then

on the amount of the Assessment at the highest rate allowed by applicable usary laws thcn in effect on the mount of thc Assessment from the due date therefor (or if there is no euoh highest rate, then at the rate of 1 and 112% pe.r month), together with all costs and expenses of collection, including reasonable attorneys fcea.

6.09 Assessment Lien and Foreclosure. The payrncnt of a11 sums assessed in the n?anner provided in this Article is, together with late charges as provided in Section 6.07 and interest as provided thc continuing Assessment lien granted to the Association punuant to Section 6.01@) above, and shall bind cacb Lot in the hands of the Owner there-of, and such Owner's heirs, devisees, personal against such Lot, except only for tax liens and all sums sccurcd by a first mortgage lien or first deed of bust lien of rccord, to the extent such lien secures sums borrowed for the acquisition or improvement of the Lot in question! provided such Mortgage was recorded in the Official Public Records of Williamson County, Texas before the delinquent Assessment was due. The Association shall have rhe power to subordinate the aforesaid Asseasmcnt lien to any other lien, Such power shall be entirely discretionary with the Boud, and such subordifiation rnsy be sipcd by an officer of the Association. The Associdon may, at its option and without prejudice to thc priority or enforceability of tire Assessment lien pted hereunder, prepare e written notice af Assessment lien setting forth the amount of the unpaid

on may, at its option and without prejudice to thc priority or enforceability of tire Assessment lien pted hereunder, prepare e written notice af Assessment lien setting forth the amount of the unpaid indabtedness, the name of the Owncr of the Lot covered by such lien and a description of he Lot. Such notice may be signed by one of the officee of the Association and shall be record5d in the Official Public Records of Williamson C6unty, Taas, Each Owner, by accepting a decd or ownership jntcrest to a Lot it subject to this Declantion shall be deemed concIusivcly to have granted a power of sale to the Association to secure and enforce the Assessment lien granted hereunder, Such lien for payment of Asscssments may bc enforced by the non-judicial foreclosure of the defaulting Owner's Lot by the Association in like manna as a real property mortgage with power of salc under Tex, Pro. Code g 51,002.

(For such purpose, Robert D. Burton of Tmvis County, Tcxas, is hercby designated as trustee for the bencfit of the Association, with the Association retaining the power to remove any trustee with or without cause and to appoint a successor trustee without the consent or joinder of any other peaon) The Assessment iicnb and rights to foreclosure thereof shall be in addition to and not jn substitution of my other rights and remedies the Association may have by law and under this Declaration, including thc rights of the Association to institute suit against such Owner personally obligated to pay the Assessment and/or for foreclosure of the aforesaid lien judicially. In any fordosure proceeding, whetherjudicial or non-judicial, such Owner shall be mpJircd to pay thc costs, expenses and resonable ettornefs fees

d/or for foreclosure of the aforesaid lien judicially. In any fordosure proceeding, whetherjudicial or non-judicial, such Owner shall be mpJircd to pay thc costs, expenses and resonable ettornefs fees incurred. The Association shall have thc power to bid (in casb or by credit against the amount secured by the lien) on thc property at foreclosure or other legal sale and to acquire, hold, lease, mortgage, convey or othcnvise deal with the same. Upon the written request-of any Mortgagee, the Association shall report to said Mortgagee any unpaid Assessments remaining unpdd for longer than thirty (30) days after tho me are due, The lien hereunder shall not bc affected by the sale or transfer of any Lot; except, however, that in the event of foreclosure of any first-lien Mortgage stcuring indebtedness lncllrred to acquire such Lot, the lien for any Assessments tbat were due and payable before the fonclome sale will be extinguished, provided that pat-due Asscssments shall be paid out ofthe proceeds of such hreclosurt sale only to the extent that firnds arc available afrer the satisfaction of the indcbkdness secured by the first lien Mortgage.

The provisions of the preceding sentencc will not, however, relieve any mbsequent Uwncr (including my Mortgagee or other purchaser at a forcclome sale) from paying Assessments bccorning due and poydble after the foreclosure salc, Upon payment of all sums secured by a lien of tbe type described in this Section 6.09, the Association shall upon the request of the Owner cxccute a release of lien relating to cny lien for which written notice has been filed as provided above, exccpt in circumstances in wlich b . . . .-.. . - .-.-- zoo4~4.112....4--" .-,. . Travis Title TR 10.10.46.67 VIM JUL. 30. 2004 8:58AM - -. -.---. - . . NO. 0784 P. 25

as been filed as provided above, exccpt in circumstances in wlich b . . . .-.. . - .-.-- zoo4~4.112....4--" .-,. . Travis Title TR 10.10.46.67 VIM JUL. 30. 2004 8:58AM - -. -.---. - . . NO. 0784 P. 25 Association has already foreclosed such lien. Such release shall be signed by an officer of the Association, In addition 10 the lien hereby retained, in the evedt of nonpayment by any Owner of any Assessment and after the lapso of at least twelve (12) days sincc such payment was due, the Association may, upon five (5) days' prjor written rlotice (which may run wncurrcntly with such 12 day period) to such Owna, in addition to all other rights and mcdies available at law, cquity or otbenvise, tcrminace, in such manner as the Board deems appropriate, any utility or cable service provided through the Association and not paid for directly by a Owner or occupant to the utiljty provider. Such notice shall consist of a separate mailing or hand delivery at least five (5) days prior to a stated date of disconnection, with thr! title "termination notice" or similar language prominently displayed on the notice. The notice shall include the office or street address whm the Owner or the Owner's tenant can make arrangements for payment of the bill and for reconnection of service. Utility or cable setvice shall not be disconnected on a day, or immediately preceding a day, when personnel ere not available for thc purpose of collection and rcconnccting such services. Except as otherwise provided by applicable law, the sale or tramfer of n Lot will not relieye the Owner of such Lot or such Owner's transferee from liability for any Assessments thereafter becomiog due or from tho lien associated therewith. If rn Owner ccmveys its Lot and on the

ll not relieye the Owner of such Lot or such Owner's transferee from liability for any Assessments thereafter becomiog due or from tho lien associated therewith. If rn Owner ccmveys its Lot and on the date of such conveyance Assessments against the Lot rdnraid unpaid, or said Owner owes other sums or fees undcr this Declmtion to the Association, the her shall pay such amounts to the Association out of the sales price of the Cot, and such nuns shall be paid in preference to any othw charges against the Lot other than a first lien Mortgage or Assessmmt Liens end charp in favor of the State of Texas or a political subdivision thereof for taxes on the Lot which are due and unpaid, The Otvn~ conveying such Lot shall remain personally liable for all such sums until the samc are fully paid, regardless of whethcr the transferee of tho Lot also assume8 the obligation to pay such amounts. Tbe Board may adopt en administrative transfer fee to cover thc adrninistrativc expenses assodatcd with updoting the Association's records upon the transfer of a Lot to a third party; provided, however, that no administrative transfer fee will bc due upon the bander of a Lot fian Declarant to a third party.

If yau fall to pay assessrneuta to the Association, you my lose title to your Lot if the Awociatlon forecloses ih nsdessment lien, d 6.10 Fxemot Pro~erty. The following area within the Property shall be exempt from the Assessments provided for in this Article: (n) All area dedicated and accepted by public authority, by the recordation of an appropriate docurncnt in the Official Records of Williamson County, Texas; (b) The Common hea; and (c) Any portion of the Property owned by the Declarant,

by public authority, by the recordation of an appropriate docurncnt in the Official Records of Williamson County, Texas; (b) The Common hea; and (c) Any portion of the Property owned by the Declarant, 6.11 Fines and Damages Assessment. The Board may assess fincs against an Owner for violations of any Restrictions which have been committed by an Owner, an occupant of the Owner's Lot, or the Owner or occupant's family, guests, employees, contmctors, agents or invitees, Any line andim charge for damage levied in nccordance with this 8edion 6.11 shall be considered an Assessment pursuant to his Dcclaratim Each day of violntion may be considered a separate violation if the violation conhues aflcr written notice to the Owner. The Board may assess damage charges against an Owner for pecuniary loss to the Association fiom property damage or destruction of Common Area or any facilities located by the Owner or the Owner's family, guasts, agents, occupants, or tenan& The Manager shall have authority to send notices to alleged violaton, informing them of thck violations and asking thcm to comply with the rules andlor informing them of potential or probable fines or damage assesswmts, The Board may from time to time adopt a schedule of fincs.

188199.2 05/1212W4 - .. ~ravia Title TR 10.10.46.67 WN 2004045112. 02Sk--."-The procedure for assessment ~f fuKs and damage charges shall be as follows: (a) the Association, acting through an officer, Board member or Manager, must give the Ownsr notice of the fine or damage charge noi later tllm thirty (30) days after (he assessment of the fie or damage charge by the Board: (b) the notice of the fme or damage charge must dcscribe the. violation or damage;

fine or damage charge noi later tllm thirty (30) days after (he assessment of the fie or damage charge by the Board: (b) the notice of the fme or damage charge must dcscribe the. violation or damage; (c) the notice of the fine or damage charge must state thc amount of the fine or damage charge; (d) tbe notice af a fme or damage charge must state that the Owner will hnvc thirty (30) days &om the date of the notice to request a hearing before the Board to contest tfic fine or danlnge charge; and (e) the notice of a fine must allow the Owner a reasonable time, by a specified date, to cure the violation and avoid rhe fine unless the Owner was given notice ad a reasonable opportunity to cure a similar violation within the precccling six (6) months.

Fine asdlor damage charges are due immsdis?-ely after the expintion of the thirty (30) day period for requesting a hcaring. Ifa hearing is requested, such fines or damage charges shall be due immediately aftcr the Board's decision at such hexing, assuming that a fine or damage charge of some amount is confirmed by the Board at such hcating.

The payment of each fine and/or damage charge levied by the Board against the Owner of a Lot is, together with interest as provided in Secfion 6.08 hereof and all costs of collection, including attorney's fees as hcin provided, gecured by the lien granted to the Association pursuant to Sectiun 6.01(b) of this Declaration. Unless otherwise providedin this Section 6.11, the fine andlor damage charge shall be considered an Assessment for the pqosc of this Article, and shall be enforced in accordance with thc te-ms and provisions governing thc enforcement of assessments pursuant to thjs Arlicle 6.

ARTICLE 7 ARCHITECTURAL COPlrrROL COMMITTEE

qosc of this Article, and shall be enforced in accordance with thc te-ms and provisions governing thc enforcement of assessments pursuant to thjs Arlicle 6.

ARTICLE 7 ARCHITECTURAL COPlrrROL COMMITTEE Declarant has a substantial interest in ensuring that improvements within tile Property rnsintain and el~hance Dcclarant's reputation as a community developer and do not impair Declarant's ability to market and sell all or any portion of tho Property. Until Declatant hss delegated its right to appoint and remove all members of the Architectural Control Committees to the Board ns provided in Section 7.02(a) below, the Architectural Control Cormnittee shall be acting solely in Declarant's interest and shall owe no &y to any other Ower or the Association, 7.01 Construction of brovements, No Improvement may bo erected, placed, consbucted, paintcd, altered, modified or remodeled on my Lot, and no Lot may be re-subdivided or consolidated with other Lota or Property, by anyone other than the Declarant without the prior written approval of the Architectural Control Committee, more rhaa five (5) persons (who need not be Members or Owners) appointed as provided below, who shall review Improvements proposed TO be made by any Owner other thm kclarant, Declarmt shall have the right M appoint and remove (with or without muse) all member3 of the Architectural Control JUL, 30. 2004 8:58AM .+ . ..,.. NO. 0784 P. 27 Cornmiftee. Declarant may delegate thia right to the Board by written insment, and thereafter, the Baud shall have the right m appoint and nrnove all manbcrs of the Architectural Control Committee.

27 Cornmiftee. Declarant may delegate thia right to the Board by written insment, and thereafter, the Baud shall have the right m appoint and nrnove all manbcrs of the Architectural Control Committee.

DecIarant, at its option, may cwte and assign specific duties and responsibilities to ono or more subcom&ees consisting of members andlor 11mben of fhe Architectural Control Committee. In thc went rovponsibilities and duties art assigned to a sub-cornmittee, those responsibilities and duties shall no longer be discharged by tho Architectural Control Commitkc udcss the sub-committee exercising such duties and responsibilities is dissblved by the Declarant. The right to create, dissolve, and appoint marnbers of such sub-committees sbU reside exclusively with the Declarant until nxh to thc Board, The Architectural Control Committee sball have the right to employ consultants and advisors as it deems ncccssary or appropriate. Improvements constructed by the Declarant, or any assignee of Dcclarant's rights, need not be approved in advance by thc Architectural Conml Committee or any sub-committee thweof.

(b) $ubm&ion and Apamval of Plws and Sawifications. Construction plars and Erpecifications or, when an Owner desires solely to re-subdivide or consolidarc Lots, a proposal for such re-subdivision or consoljdation shall bc submined in accordance wlth tha Design Guidelines or any additional rules adopted by the Architectural Cont~wl Committee together with my revicw fce which is imposed by the Architectural Control Conunittec in accordancc with Secfion 7.02(c) to the Architectural Control Committee at the offices of Declarant designated in writing from time to time,

which is imposed by the Architectural Control Conunittec in accordancc with Secfion 7.02(c) to the Architectural Control Committee at the offices of Declarant designated in writing from time to time, No re-subdivision or consolidation shall bc ma&, nor any Improvement placed or allowed on any Lot until the plans md specificetions for the proposed structure or Irnpmvement have been approved in writing by a majority of d~ members of the Arthitectural Control Co&ee. The Architectural Control Ccanmince may. in mviewing such plms and spccificatiom consikr any information that it deems proper; including, without limitation, my permits, environmental impact statements or percolation tats that may be requircd by the Architectural Cotltrol Committee or my other enti% and harmony of external design and lowtion in relation to surrounding strvcturcs, topography, vegetation, and finished grade elevation, Thc Architcctural Control Committee may postpone iCs review of any plans and specifications submitted for approval pending receipt of any information or material which the Atchitecturd Control Conrmiutc, in its sole discretion, may require. The Architectural Control Comrnittce may rehse to approve plans and specifications for proposed Irnprovemcnts, or for the re-subdivision or co~solidation of any Lot on any pounds that, in the sole and absolute discretion of the Architectural Control Committee, are deemed sufficient, includioe, but not limited to, purely aesthetic grounds.

(c) &&&.ecturaI Guidelines. The Architecturn1 Control Committee, or any subcommittee thereof created pursuant to Secrioh 7,02(a) (but shy amendment to the Design Guidelines made by a sub-committee shall only apply to the hprovemenb under the jurisdiction of such sub-

ny subcommittee thereof created pursuant to Secrioh 7,02(a) (but shy amendment to the Design Guidelines made by a sub-committee shall only apply to the hprovemenb under the jurisdiction of such subcommittee) shall have thc power, from time to tine, to amend, modify, or supplcrnent the Design Guidelines. In the event oi my conflict between the tms and provisions of the Desip Guidelina and the terms and provisions of this Declaration, the terms and provisions of this Declantion hall control. In addition, the Architectural Control Committee shall have thc power and authorit). to impose a feo for the rcvicw of plans, specifications md other documents and information submitted to it pursuant to the terms of this Declaration. Such charges shall be held by the Architectural Control Committee and used to dehy the administrative expanses ind by the Architectural Control Committee in performing its duties hcnunda: provided, however, that any excess funds held by the Architectural Control Committee sball bo distributed to the Association at the end of cach calm& year. The Architcctural Control Committee shall not be required to review any plans until a complete subnu'rtal package, as required by this Declaration and the Design Quidelhcs, is assembled arjd submitted to the Architeowral Control Committee, The Archjtectutal Contrul Committee shall have the authority to adopt suah additional procedural and substnntivo mlcs and guidelines (including, without limitation, the imposition of any requirements for certificates of compliance or completion . d- PA-. - ---- .-.-...-.- - . .. - ~ravis Title TR 10.10.46.67 WM 2004045112-:027 JUL. 30. 2004 8:59AM relating to any Improvement), not in conflict with this Declaration, as it may deem necessary or

d- PA-. - ---- .-.-...-.- - . .. - ~ravis Title TR 10.10.46.67 WM 2004045112-:027 JUL. 30. 2004 8:59AM relating to any Improvement), not in conflict with this Declaration, as it may deem necessary or nppropriate in connection uith the performance of its duties hcrcunder.

(d) Actions of tho Architectural Control Cm. Thc Archikctun1 Control Committoo may, by resolution unanimously adopted in writing, designate one or two of its members, or nn agent acting on its behalf, to takt my action or perfom any duties for and on behalf of the Architectural Control Committee, exccpt the granting of variances, In the absence of such designation, the vote of a majority of all of the membexs of the Architectufal Control Committee taken at a duly constituted meeting shall constitute an act of the Architectural Control Committee, (c) me to Act In the event that any plans snd specifications are subrmtted to the Architectural Control Committee cis provided herein, add the Archikcturd Control Committee shan fail either to approve or r ject such plans and specifications for a period of nhety (90) days following such submission, no approval by the Architectural Cofitrol Committee shall be required, and approval of such plans and specifications shaIl be presumed; provided, however, that such nincty (90) day period shall not begin to run until all information required to be submitted by the Arch~tectunl Control Cornmittcc to assist in its review of any plans or specifications has been received by the Architectural Control Comiaec, Any failure of the Architectural Control Committee to act upon a request for a variance shnll not be deemed a consent to such variance, and the Architectural Control Committee's wrilten npproval of all requests for variances shll be cxprcssly required.

o act upon a request for a variance shnll not be deemed a consent to such variance, and the Architectural Control Committee's wrilten npproval of all requests for variances shll be cxprcssly required.

(0 Variances. The Architectural Control Committee may grant variances from compliance with any of the provisions of this Declaration, including, but not limited to, restrictions upon height, size, shape, floor mas, land am, placement of structurw, set-backs, building mvelopes, colors, materials, or land use, when, in the opinion ofthc Architectural Control Commjttec, in its sob and absolute discretion, such variance is justified due to visual or aesthetic considerations or unusual circumstances. All varimccs must be evidenced in writing and must bc signed by at least u majority of the members of the Architectural Control Committee. Plans and specifioations which have been approved by thc Architectural Contrvl Committee without conditions or exceptions and which reflect deviations from this Declaration shall constitute n writing for the purpose of the foregoing sentence. If a variance is panted, no violation of tho covenmts, conditioru, or rcsrJictions contained in this Declaration or any supplmtal declaiation shall be deemcd to have occurred with respect to the matter for which the variance was granted, The granting of such variance shall not operate to waive or amend any of the terms and provisions of this Declaration, or any supplemental declaration, for any purpose except as to the particular property and in the particular instnnca covered by the variance, end such variance shall not be considered to establish e precedent for any future waivcr, modification, or amendment of tho terms and provisions of this Declaration.

instnnca covered by the variance, end such variance shall not be considered to establish e precedent for any future waivcr, modification, or amendment of tho terms and provisions of this Declaration.

() bration of A~uroval. The approval of the Arcltectml Control Committee of any plans and specifications, whether by action a. inaction, and any variances grankd by the Architectural Control Comnitteo shall be valid for a period of one kundred and twcnty (120) d~yx only. If construction in amrdance with such plans and specifications or variance is not commenced within such one hundred md twenty (120) day perid and diligently pmsecuted to completion thercafier, the Owner shall be squired to resubmit such plans add specifications or rcquebt for a variance to the Architectural Control Committee, arid the Architectural Control Committee shall hevc thc authority to reevaluate such plans and specifications in accordance with this Secrion 7,02(g) and may, in zddition, consider any change in circumstances which may have occurred since the time of the original approva I.

(h) No Waiver of Future A~orovalg. The approval of thc Architectural Control Committee to any plans or specifications for any work done or proposed in connection with my matter requiring the approval or consent of the Architectural Control Cdttee shall not bc deemed .. . . . -.-- ... - -.--..- -... . Travis Ticle TR 10.10.46.67 WM 2004095112.028 JUL. 30. 2004 8: 59AM . . , -. --. . . ., ... . NO. 0784 P. 29.

to constitute R waiver of any right to withhold approval or consent as to any plan! and specifications on any ok mattor, subsequently or additionally submitted for approval by the same or a different person, nor shall such approval or consent be deaned to establish a precedent for hture approvals by

ns on any ok mattor, subsequently or additionally submitted for approval by the same or a different person, nor shall such approval or consent be deaned to establish a precedent for hture approvals by thc Aschitectural Control Committee.

Committee, nor any member shall be liabIe to any Owner or to any other person for any loss, hge or injury arising out of the psrfomce of the Architechua1 Control Committee's duties under this Declaration, unloss such loss, damage, or injury is due to the willful misconduct or bad faith of the Architectural Control Committee or one or more of its members, as the case may be.

ARTICLE 8 MORTGAGE PROVISIONS The following provisions are for the benefit of holders, insurers and gumtors of first Mortgages on Lots within the Property, The provisions of this Anicle apply to the Declaration and the Bylaws of the Association.

5.01 potlee of Action. An institutional holder, inswer, or guarantar of a first Mortgage which provides a u-ritten requcst to the Association (such request to stale the name and address of such holder, insurer, or guarantor and the strect address of the Lot ts which its Mongge relstes (thereby becoming an ''Eligible Mortgsge Holder), will be entitled to timelywritten notice of: (a) Any condemnation loss or any casualty loss which affects a material portion of the Property or which affects any Lot on which there is an Eligible Mortgage held, inrmred, or e;umtccd by such EligibIe Mongagc Bolder; or (b) Any delinqucncy in the payment of assessments or charges owed for a Lot subject to the Mortgage of such Eligible Mortgoge Holder, where such delinquency has contirlued for

gibIe Mongagc Bolder; or (b) Any delinqucncy in the payment of assessments or charges owed for a Lot subject to the Mortgage of such Eligible Mortgoge Holder, where such delinquency has contirlued for a period of sixty (60) days, or any other violation of the Restrictions relating to such Lot or the Owner or occupant which is not cured within sixty (60) days; or (c) Any Inpse, cancellation, or material modification of any insurance policy maintained by the Association; or (d) Any proposed action which would require the consent of a spccificd percentage of Eligible Mortgage Holders.

8.02 Examination of Books. The Associstion shall permit Mortgagees to examine thc books and records of the Association during normal busings how, 8.03 Tarea Ansessments and Charges, All taxcs, assessments and charges that may becone liens prior to first lien mortgages under applicable law shall relate only to the individual Lots and not to my other portion of the Property.

ARTICLE 9 GENERAL PROVISIONS 9.01 Term. The terms, covenants, conditions, restrictions, easements, charges, and liens set out in this Declaration shall run with and bind the portion of the Property described in such notice, and shall inwc to the hefit of and be mfotceable by thc Asociation, and every Owner, including kclarant, and their respective legal representatives, heirs, successors, and assigns, for a term beginning on the date this Declaration is recorded in the Official Records of Williamson County, Texas, and continuing through and including January 1, 2051, after which time this Declaration shall be automatically extaded for successive pcn'od6 of ten (10) years unless a change (the word "change" meaning a ~cm'nztion, or changc

including January 1, 2051, after which time this Declaration shall be automatically extaded for successive pcn'od6 of ten (10) years unless a change (the word "change" meaning a ~cm'nztion, or changc of tam or rencwul rem) is approved in a resolution adopted by Members entitled to cast at least seventy percent (70%) of the tobl number of votes of the Association, voting in person or by proxy at a meeting duly called for such purpose, writteh notice of which shall bo given to all Mcmbcrs st least thiny (30) days in advance end shell sct forth the purpose of such meeting; provided, however, that such change shall be effective only upon the recording of a certified copy of such resolution in the Official Public Records of Williamson County, Texas. Notwithstanding my psovision in this Sectkon 9.01 to he contrary, if any provision of this Declar8tion would be unlawhl, void, or voidable by won of any Texas law restricting tho period of time that covenants on land may be enforced, such provision shall expire (twenty one) 21 yeors aftcr the death or the last surviyor of the now living descendants of Elizabeth n, Queen orEngland.

9.02 Emlnent Domain. In the cvent it shall becomc necessary for any public authority to acquire all or any part of thc Common Area for any public purpose during the period this Dcclaration is in effect, the Board is hmby authorized to negotiate with guch public authority for such acquisition and to execute instruments necessary for that purpose. Should acquisitions by eminent domain become necessary, only the Board need bc made a party, and in any event the proceeds received shall be held by the Association for thc benefit of the Owners. In tke even1 any proceeds attributable to acquisition of

ry, only the Board need bc made a party, and in any event the proceeds received shall be held by the Association for thc benefit of the Owners. In tke even1 any proceeds attributable to acquisition of Comnlon Asen an paid to Owners, such payments shall be allocated on the basis of Assessment Units and paid jointly to the Owners and the holders of lirst Mortgages or deeds oftrust on the respcctive Lot, 9,03 Amendment. This Declaration may be amcndcd or terminated by the recordjng in the Official Public Records of WiIliamson County, Texas, of an instrument executed and acknowledged by: (i) kclmnt acting alone; or (ii) by the @dent and socrcUlry of the Association setting forth the nmenhcnt and cestiijdng that such mendmcnt has been approvcd by Declarant (unless Declarant has relinquished such right by wrim instnunent recorded in the Official Public Records of Williamson County, Texas) and Members entitled to cat at least seventy percent (70%) of the number of votes entitled to be cast by members of thc Association. No amendmmt shaIl be ofictive without the written consct~t of Dcclarant, its succcwors or assigns, Specifically, and not by way of limitation, Declarant may unilaterdly mend this Declaration: (a) 10 bring any provision into compliance with any applicable governmental statute, rule, regulation, or judicial dctcrmination; (b) to cnable any reputable title insurance company to issue title insurance coverage on any Lot; (c) to enable any jnstitutional or govanmental loans on Lots; or (d) to comply with any requitcmcnta promulgated by a local, state or governmental agency, including, for example, the Department of Hocsing and Wan Development.

or yuornntee mortgage loans on Lots; or (d) to comply with any requitcmcnta promulgated by a local, state or governmental agency, including, for example, the Department of Hocsing and Wan Development.

9.04 Roadway and UtiitY Easements. Declafant reserves the right to locate, relocate, construct, erect, and maintain or cause to be located, relocated, conskucted, erected, and maintahed in and on any slrech maintained by thc Association, or areas conveyed to thc Association, or m reserved or held as Common Area, roadways, sewer lincs, water lines, electrical lines and condub, and other pipelines, conduits, wires, and any public uti!ity function beneath or above the rmrface of the gmund with the ngbt of access to tbz same at any time for the purposes of repair md maintenance.

9.05 Er!forcerncnt, Thc Association or the Declarant shall have the right to enforce, by a proceediiy at law or in equity, all mtrictions, conditions, covenants, reservations, liens, charges and other terms now or hder imposed by thc provisions of this Declaration. Faihuc to enforce any right, provision, covenant, or condition granted by this Declaration shall not constitute a wajver of the right to enforce such right, provision, covenants or condition in the future.

JUL. 30. 2004 9: OOA?d .. ..- -- . -. .. WO. 0780 P. 3 1.

9.06 Hipher .Aathority, The terms and provisions of thh Declaration are subordinate to fcdcral and state law, and local ordinances. Generally, the tams and provisions of this Declaration are enforceable to the extent they do not violate or conflict with local, state, or federal law or ordinance.

NOTICE Users or thls Declaration rand the Design Gnidelihes should periodically revlew statutu and

rceable to the extent they do not violate or conflict with local, state, or federal law or ordinance.

NOTICE Users or thls Declaration rand the Design Gnidelihes should periodically revlew statutu and court dlnp that ~I2y modify or nullify the terns and provhionf of those documents or theit enforcement, or which may create right8 or dutiw not.contcmplated therein.

9.07 Severabilitv. If any provision of this Decleration ~s held to be invalid by any court of competent jurisdiction, such invalidity shall not affect the validity of any otha provision of this Declaration, or, to the extent permitted by applicable law, the validity of such prohion as applied to any other person or entity.

9.08 Conflicts, If there is any conflict betwecn the provisions of this Declaration, the Articles of Incorporation, the Bylaws, or any rules and regulations adopted pursuant to the terms of such documents, the provisions of this Declaration shall govern.

9.09 Gender. Whcncvcr the context shnll so require, a11 words herein in the male gender shall bc deemed to include the female w neuter gender, dl singular words shall include the plural, and all plural words shall inc1ud.c the singular.

9.10 Acceotance bv Grantees. Each grmtee of Declaranl of a Lot, or other rzal property interest in thc Property, by the acceptance of a deed of conveyance, or each subsequent purchaser, accepts the sarnc subject to all terms, restrictions, conditions, covenants, reservations, enscments, liens and charges, and the jurisdiction rights and powers created or reserved by this Declaratioti or to whom this Declaration is subject, and dl rights, benefrts and privileges of every chmcta hereby granted, created, reserved or declared, All impositions and obligations hereby imposed shall ~onstitutc covenants running

tion is subject, and dl rights, benefrts and privileges of every chmcta hereby granted, created, reserved or declared, All impositions and obligations hereby imposed shall ~onstitutc covenants running with the land within the Property, md shall bind any person having at any time any interest or cstete in tho Property, md shall jnure to the benefit of each Onna in like manner as though the provisions of this Declaration were recited and stipulatcd at length in each and every deed of conveyance.

9.11 Damage and Destrncthn.

(a) Promptly after damage or dcstiuctjon by fire or other casualty to all or any part of the Common M covwed by insurance, tho Bd or its duly authorized agent, ahdl proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable end detailed cstirnates of the cost of repair of the darnage, Repair, as used in this Secilon 9.1l(a), means repairing or restoring the Common Area to substantially the sahe coudition as existed prior to the fire or othcl cesualty.

(b) Any damage to or destruction of the Common Area shall be repaired unless a majority of the Board shall dccide witbin sixty (60) days afier the carmalty not to repair. If for any reason either the amount of the insurance procecdg to be paid as a result of such demage or destructioq or relieble end detailed estimates of the cost of repair, or both, m not made available to tbc Association within said period, then the period shall be extended until such information shall be made available.

(c) In the event thet it should be dotermined by the Board that the damage or destruction of the Common Area shall not be repaired and no altarnative Improvements are authorized, thm the aflected portion of thc Cornon Area shell be restored to its natural state and

he damage or destruction of the Common Area shall not be repaired and no altarnative Improvements are authorized, thm the aflected portion of thc Cornon Area shell be restored to its natural state and maintained as on undevcloped portion of the Common Area by the Association in a neat and attractive condition.

(d) If iilsurancc pmerls are paid to rcetore or repair any damaged or destroyed Common .Area, and such proceeds are mt sufficient to defiay the cost of ~uch repair or restomtion, tho Board shall levy a special Assessment, as provided in Ariide 6, against all Owners. Additional Assessments may be made in like manner at any time during or following thc completion of any repair.

(e) h the event that any proceeds of insurance policies are paid to Owners as a result of any damage or destruction to any Common Area, such psyments shall be allocated bascd on Asscssmcnt Units and paid jointly to the Owners and the holders of first Mortgages or deeds of trust on thir Lots.

(f) In the event that any proceeds of insurance policics arc paid to Owneis, such payments sbll be allocated bascd on Assessment Units and shall bc paid jointly to the Owners and the holders of first Mortgages or deeds of trust on thoit Lots.

9.12 No Partition. Except as may be permitted in this D3claration or amendments thereto, no physical partition of the Cornon Area or any part shall be pcrmittd, nor shall any person acquiring any interest in the Property or my pert seek any such judicial partition unless thc Property in question has been removed &om Ule provisions of this Declaration pursuant to Section 11.04 below, This Section 9.12

t in the Property or my pert seek any such judicial partition unless thc Property in question has been removed &om Ule provisions of this Declaration pursuant to Section 11.04 below, This Section 9.12 sMl not be construed to prohibit the Boud from acquiring and disposing of tangibie personal property or Erorn acquiring title to real property that may or may not be subject to this Declaration.

9,13 Notices, Any notice permitted or required to be given to any person by this Dcclvation shall be in writing and may be delivered either personally or by mail. If delivery is made by mail, it shall be deamed to have been delivered on the third (3rd) day (other than a Sunday or legal holiday) after a copy of the same hss been deposited in the United States mail, postage prepaid, addressed to the pmor. at the address given by such person to the Association for the purpose of service of notices. Such address may bo changed fiom time to time by notice in writing given by such person to the Association.

ARTICLE 10 EASEMENTS 10.01 IU~lll of Lneress nnd Emess, Declmnt, its agents and employees, shall have a right of ingress and egress over acd the right of access to the Common Area to the extent necessary to use the Common Aree and the right to such otha temporary uses of the Common Ares as may be required or reasonably deairnble (as determined by Declarant in its solc discretion) in connection with the consbvction and developmen! of the Propaty.

10.02 @!served Ememento. All dedications, limitations, restrictions and reservations shown on any Plat and all pants and dedications of casements, rights-of-my, restrictions and related rights made by Deciarant prior to rhc Property becoming subject to this Declaratioo are incorporated herein by

y Plat and all pants and dedications of casements, rights-of-my, restrictions and related rights made by Deciarant prior to rhc Property becoming subject to this Declaratioo are incorporated herein by reference and made a part of this Declaration for all purposes as if hlly sot forth herein, and shall be consirued as being adopted in each and every contract, deed or conveymcc executed or to be executcd by or on behalf of Declarant. Dcclarant reserves the tight to relocate, make changes in, and additions to said casements, rights-of-way, dedicntions, limitations, reservations and grants for the purpose of most efficiently and economically developing the Property.

10,03 UtiUhr Easement+ Declmf hareby reserves unto itself and Declarant's successors and assigns a perpetual non-exchuive easmt over and across thc Prop* for: (i) the installation, operation and maintenanq! of utilities and associated infhstructure to serve tho Property md any her property ountd by D&larmt; (ii) the installntion, aperation and maintenance of cable lines and wsociated infrastructw for sending and ncoiving data mdlor ocher cclcctrvnic signals, security aad similar senices . .. .. .- .. - ---- ..--.---. . .---- ... .. . , Travis Titla TR 10.10.46.57 WM 2004045112.032 JUL. 30. 2004 9: 00AM . . - -. - . . - . NO. 0784 P. 33 to serve the PrOparty and any other propetty owned by Declarant and (iii) tho installation, operation and maintenance of, walkway, paihways and trails, draJnage systems, street lights and signzge to scrve the Propcrty and any other property owfled by Declarant. Declarant shall be entitled to unilaterally assign the easements reserved hereunder to any third party who owns, opemtes or maintains the facilities and

rty and any other property owfled by Declarant. Declarant shall be entitled to unilaterally assign the easements reserved hereunder to any third party who owns, opemtes or maintains the facilities and impwvaacnts deshibed in (i) through (iii) of this Settion 10,03. The exercise of the easemmt resmved herein shall not extend to permitting entry into any re-jidcnce, nor shall it unreasonably interfere with the use of any Lot or residence or Improvement constmctcd thereon.

10.04 peclarnnt - as Attorney In bct, To secm and facilitate Declmt's exercise of the rights reserved by Declarmt pursuant to the tms and provisions of this Declaration, each Owner, by accepthg a deed to a Lo1 and each kfortgagee, by accepting the benefits of a Mortgage against a Lot, and any other third party by acceptance of the benefits of a mortgagc, deed of trust, mechanic's Iien contract, mechanic's lien claim, veildor's lien &or any other security intmi against any Lot, shall thereby bc deemed to have appointtd Declarant such Owner's, Mortgagee's, and third party's irrevocable attomeyin-fact, with full power of substitution, to do and perform, each and ever)! act permitted or required to bc pcrformcd by Declarant pursuant to rbe terms of this Declaration. The power thereby vested In Declarant as altorney-in-fact for each Owner, Mortgagee andlor third party, shall be deemed, conclusively, to be coupled with an interest and shall survive the dissolution, termination, insolvenoy, bankruptcy, incompetency and death of an Owncr, Mortgagee andior third party and shall be binding upon thr; legal representatives, administrators, executors, successors, heirs and nssigns of cach rmch party.

ARTICLE 11 DEVELOPMEKT EUClITS 11.01 Develoument bv Declarant, It iS contemplated that the Property wii be doveloped

tives, administrators, executors, successors, heirs and nssigns of cach rmch party.

ARTICLE 11 DEVELOPMEKT EUClITS 11.01 Develoument bv Declarant, It iS contemplated that the Property wii be doveloped pwsuant to a coordinated plm, which may, from time to time, bc amended or modified. Declarant reserves the right, but shall not bc obligated, to create andlor designate Lots, Common Areas and to subdivido with respect to any of the Property pursuant to the terms of this Section 11.01, subject to any limitations imposed on portions of the Propcrty by any applicable Plat. As cach wea is developed or dedicated, Declarant may record one or morc sqplementd declarations and deoignare the use, classification, modify or amend the rcstrictions 2nd covcnante set forth in this Declaration, and/or promulgate such additional covenants, conditions and restrictions as Deckant may deem appropriate for that area. Any supplemental declaration may provide its own procedure for the ame~dment of any provjsions. All lands, Impmvmcnts, and uscs in each area so developed shall be subject to both this DecImtion md the supplcmcntal declaration, if any, fcr the affected area of the Property, conlrary, at all times, Declarant shall have the right and privilege; (i) to erect and maintain advertising signs (illuminated or non-illuminated), sales flap, othor sales devices and barmcrs for the purpose of aiding the sale of Lots in the Property; (ii) to mintain Improvemcnt~ upon Lote as salos, model, management, business and construction offices; and (iii) to m'ntain and locate construction trailcrs and construction tools and equipment within the Pwpzrty. The construction placement or maintenance of

nagement, business and construction offices; and (iii) to m'ntain and locate construction trailcrs and construction tools and equipment within the Pwpzrty. The construction placement or maintenance of Improvmente by Declarant hall not be considered a nuisance, and Declarant hereby reserves the right and privilege for itself to conduct the activities enumerated in this Section 11.02 until one hundred and hventy (120) days after Declarant has conveyed all Lob which may be created out of the Property to ouners other than Declarant 11.03 Addition of Land. Declarant my, a! any time and from time to timc, add additional lands to thc Property and, upon the filing of a notice of addition of land, such land shall be considered pan of the Property for purposes of this Decleration, and such added hds shall be considered part of the Property subjcct to this hclmtion and the twns, covenants, conditions, restrictions and obligations set forth in this Declaration, as modified or arncnded by any supplement$ declaration filed for the odded lag1 99-2 05112R004 .-...-. - -....-...------..-.--a ---.-.. ~ravis Title TR 10.10.46.67 WM 2004045112.033 JUL. 30. 2004 9: OOAM ., ...... . ?iO. 0784 P. 34 ' lmd, and tho rights, privileges, duties and liabilities oithe persons subject to this Declaration shall be the same with respect to such added land as with respect to rhe lands originally covered by this Declaration.

To add lands to the Property, Declarant shall be required only to record in the Official Public Rccords of iVilli~mson County, Texas, a notico of addition of land containing the following provisions: (a) A referdcc to this Declarstion, which reference shall state the volumc and initiel page number of the Mficial Public Records of Williamson County, Texas wbin this Declaration is

lowing provisions: (a) A referdcc to this Declarstion, which reference shall state the volumc and initiel page number of the Mficial Public Records of Williamson County, Texas wbin this Declaration is retarded; (b) A statement that such land shall bc considered Property for purposes of this Declaration, all of thc terms, covenants, conditions, restrictions and obligetions of this Declaration shall ~pply to the addtd land, as modified or amended by any suppIernental declaration filed for tfic added lend; and (c) A legal description of the added land, 11.04 mhdmwal of Land. Declarant m3y, at any time and from time to he, reduce or withdraw from the Property, and remove and exclude from the burden of this Deolaration and the jun'sdiction of the Association: (i) any portio~ of the Property which hvc not been included in a Plzr; (ij) sny portion of the Property included in a Plat if Declmt owns all Lots described in such Plat: and (iii) any portions of the Property included in a PIat even if Declarant does not om all Lot@) dmcribed in such PIat, provided that Peclarant oblains thc written consent of all other Owners of Lot(s) described in such Plat. Upon any such withdrown1 and renewaI this DezIaration and the covenants conditions, restrictions and obligations set forth hacin shell no longer apply to thc ponion of the Property withdrawn. To withdraw lands hm the Property hereunder, Dcclarant shall be required only u, record in thc OEcial Public Rocor& of lll'rjlliamon County, Texas, a notice of withdrnwal of land containing rbc following provisions: (a) A reference to this Declaration, which reference shall state the volunie and initial page ~iurnbcr of the Official Public Records of Williamson County wherein this Declaration is rccordcd:

isions: (a) A reference to this Declaration, which reference shall state the volunie and initial page ~iurnbcr of the Official Public Records of Williamson County wherein this Declaration is rccordcd: @) A shtement that the provisions of this Declarztion shall no longcr apply to the withdrawn land; and (c) A legal description ofthe withdrawn land.

ARTICLE 12 DISPUTE RESOLUTION (a) Declarant, the Association and its officers, directors, and committee members, all pardes subject to Declarph'on (collectively, the "Bound Parties"), ape tbat it is in the best interest of all concmed to mcomge the resolution of disputcs i~volving the Property without the emotional and &uncial costs of litigation. Accardingly, each Bound Party agrees not to file suit in any court with respcct to a Cleim descnid in subsection (b), unless and until it has fust submitted such Claim to the alternative dispute reeolution procedures set firth in Section 12.02 in a good faith effort to resolvc such Cldm.

@) As used in this Article, he term "Claim1' shall refer to any claim, grievance or dispute an'sing out of or relating to: (j) the interpretation, applicatioil, or dorcement of the Restrictions; or (ii) the rights, obligations, and duties of any Bound Party under the Restrictions; or (iii) the design or construction of improvements within the Property, other than matters of aesthetic judgment under Article 7, which shall mt be subject to review.

The following shall not be considered "Claim" unless all parties to the matter otherwise agree to submit the matter to the proceduns set forth in Secrlon 12,02: (i) Owner; and

mt be subject to review.

The following shall not be considered "Claim" unless all parties to the matter otherwise agree to submit the matter to the proceduns set forth in Secrlon 12,02: (i) Owner; and (ii) any rmit by the Association to obtain a temporary restraining order (or emergency aquitable relief) and mch ancillary relief as the court may deem necessary in order to maintain the status quo and preRervc the Association's ability to enforce the provisions of this Declaration; and (iii) my suit which does not include Declarent or the Association as a party, if such suit assorts a Claim which would constitute a cause of action independent of the Declaration, any Restrictions; and (iv) my suit in which any indispensable party is not a Bound Party; and (v) my suit as to which any ~pplicablc statute of limitations would expire within one hundred and eighty (180) days of giving the Notice required by Section 12.02 (z), unless the party or parties against whom the Claim is made ngree to toll the statute of limitations as to such Claim for such period as my reasonably bc necessary to comply with this Article.

(a) Notice. The Bound Party asserting a Claim ("Claimant") againm mother Bound Party ("Respondent") shall give witten notice to each Respondent and to the Bod stadng plainly ad concisely: (i) the nature of the Claim, including the Persons involved and the RespondenMs role in the Claim, and (ji) the legal basis of the Claim (LC,, thc spccific 2~thority out of whch tho Claim an'sas); and (iii) the Claimant's prapoeed resolution or remcdy; and (iv) the Claimant's desire to meet with the Respondent to discuss in good kith ways to resolve tkc Claim, (b) Nepotiation. Thc Claimant and Rcspondcnt shall make cvay reasonable effort to

remcdy; and (iv) the Claimant's desire to meet with the Respondent to discuss in good kith ways to resolve tkc Claim, (b) Nepotiation. Thc Claimant and Rcspondcnt shall make cvay reasonable effort to mcet in person and confcr for the purpose of resohing the Claim by good hifh cegotiation. If rcqucutcd in writing, acwmpanicd by a copy of theNoticc, thc Board may appoint a representative to assist the parties in negotiating a rtsolution of the Claim.

JUL. 30. 2004 9:OlAM -. - ..--,- - . -. -- NO. 0784 P. 36 . *.

(c) Mediation. If the parties have not resolved the Claim through hegotietion within thirty (30) days of the date of thc notiu described in Section 12.02(a) (or within such othcr period as the parties may agree upon), the Cht shall bave thiny (30) additiond days to submit the Claim to rnediatjon with an entity dosjgnated by the Association (ifthe Association is not a party to the Claim) or to an independent agency providing dispute resolution sarvices in Travirc County, Texae.

If the Clnimant does not submit the Claim to mediation within such timc, or does sot appear for the mediation when scheduled, the Claimant shdl be dccmd to have waived the Claim, and the Respondent shall be relieved of any and all liabiliv to the Claimant (but not third parties) on account of such Claim, If the Parties do not settle the Claim within thirty (30) days aAcr submiseion of fhe matter to mediation, or within such time as detcnnined reasonable by the mediator, tkz mediator shall issue e notice of termhation of the mediation proceedings indicating that the parties are at an impasse and the date &at

r within such time as detcnnined reasonable by the mediator, tkz mediator shall issue e notice of termhation of the mediation proceedings indicating that the parties are at an impasse and the date &at mediation was laminated. Thc CIaimant shall thereafter be entitled to file suit or to initiate ndrninisbative proceedings on the Claim, as appropriate.

Each Party shall bear its om costs of the mediation, including attorneys fees, and each Party shall shara equally all fees charged by the mediator.

(d) Settlem~, Any settlement of the Claim through negotiation or mediation shall be documented in writing and signed by the partics, If any party thereafter fails to abide by the terms of such agreement, then any other party may file suit or initiate administrative ploceediags ta enforce such agreement without the need to again comply with the procedures set forth in thie Section. In such went, the party taking action to enforce the agreement or award shall, upon prevajling, be entitled to recover from the non-coinplying party (or if more than onc noncomplying party, from all such parties in tqllsl proportions) all costs incurred in enforcing such agrcemmt or award, including, without limitation, attorneyg' fees and COW costs.

alternative dispute resolution procedures, if applicable, the Association shall not initiate my judicial or administrative pmcocding unless first approved by a vote of tho Members entitled to cast seventy-five percent (75%) of the votes in the Association, excluding the votes held by the Declmt, except that no such approval shall be required for actions or proceedings: (a) initiated whiIe Declarant owns any portion of the Property; or

n the Association, excluding the votes held by the Declmt, except that no such approval shall be required for actions or proceedings: (a) initiated whiIe Declarant owns any portion of the Property; or (b) initiated to enforcc the provisiohs of the Rcstrictio~, including coliectioo of assessmen$ and foreclosure of lions; or (c) initiated to chdIcnge ad valorem taxation or condenmatior! proceedings; or (d) initiated against any contractor, vendor, or supplier of goods or services arising out of a wstract for scrvices or supplies; or (e) to defend claims filed against the Association or to ww-t counterclaim in proceedings instituted against it, This Se~tion shaU not be amended unless such amendment is approved by the Reme percentage of votes necessary to institute proceeding except any such arnendmmt shall alxo bt approved by the Declatant for so long as Deckrant owns any portion ofthc Propaty, Travis Title TR 10.10.46.67 WM 2004045112.036 JUL, 20. 2004 9:01AM . .-. . --- - ----- .. . NO. 0184 P. 37 , 1. EXECUTED to be effective on the date this instrument is recorded in the Official Public Records of Williamson County, Terns.

DECLARANT; BENBROOK PROPERTIES, LTD,, a Tcxas Iimited partnership John S, Lloyd, Manager ACKNOWLEDGED AND AGREED: CAPITAL PACIFIC HOLDINGS, LLC, a Delaware limited liability company By: Capitd Rcific Holding, Inc., a Delaware corporation, Managing Member Curtis Davidson, Presidenl BENBROOK hYCH BOMEOWERS ASSOCIATION, INC.: Title: President STATE OF TEXAS 0 9 COUNm OF TXAVIS 0 This instrument was acknowledged before me on the L day Properties, Ltd., a Texas limited parmersltip, on STATE OF TEXAS 8 COUNTY OF TRAVIS §

edged before me on the L day Properties, Ltd., a Texas limited parmersltip, on STATE OF TEXAS 8 COUNTY OF TRAVIS § JUL. 30. 2004 9: 01dM - .- . . ---. - .... NO. 0781 P. 38 I '. I This instrument was achowlcdgtd bcfm me on 3 J& 2004, by Cuds Davidson, President of Clark Wilson Homes, Inc., a Texas corporation, authorized agent for Capital Pacific Holdimp, Inc,, a Delaware corpor~tion, Mansghg Member of Capital Pacific Holdings, LLC, a Delaware limitcd liability cornparry, on behalf o STATE OF TEXAS COUNTY OF This in&ument wds acknowledged befm me on the & day of non-profit corporati on, on behalf of said corporation.

lic, Statc of Texas NOTARY PUBUC state ol TeXa DESCRlPTlON OF PROPERTY 1861993 05112n004 JUL. 30. 2004 9: Oi AM . . .. . , ,"A", DEsCRIPnON OF PROPERTY 1. All lots within Benbrook Ranch, Section One, Phase One, a subdivision located in Williamson County, Texas, according to the map or plat recorded a3 Cabhtt W, Slides 295 through 299 Official Public Records of Williamson County, Texas.

2. All lots within Benbtook Ranch, Sec:ion One, Phase Two, a s~bdivision Loceted in Wjlliamson County, Texas, according ta tho map or plat mcorded es Cabinet Y, Slides 345 through 349 Officjal Public Records of Williamson County, Texas.

FILED gPlD RECORDED OF FICIk PUBLIC RECORDS 2004045112 JUL. 30. 2004 9: 02AhI NO. 0781 P. 41 20050017715 28 PQS DECLARATION OF COVENANTS, CONDITIONS AND RESTRTCTIONS THTS DECLARAnON OF COVEEiAlrcTS, CONDITIONS AND RESTRIC'TIOiVS (the

IC RECORDS 2004045112 JUL. 30. 2004 9: 02AhI NO. 0781 P. 41 20050017715 28 PQS DECLARATION OF COVENANTS, CONDITIONS AND RESTRTCTIONS THTS DECLARAnON OF COVEEiAlrcTS, CONDITIONS AND RESTRIC'TIOiVS (the "Declaration") is made on the date hereinafter set forth by CAPlTAL PACEfC HOLDINGS, U.4, hereinafter referred to as the "Declarani."

WHEREAS, Declorant owns certain real property in Willian~son County, Texes, described as Benbrook Ranch Subdivision: and WREREA.9, Declarant desires to creatC an exclusive planned community hown as BEhBROoK RANCB, on the hqerty (as hereinafter defined), ad such other land as may bo added thereto pursuant to the terms and provisions of this Declmtion; ROW TEEREFORE, Declarant dechts that the Pnpecty (as hereinafter dtfincd) will be held, 901d and conveyed subject to the restrictions, covenants and conditions dalared below, which will be Wed to be covenants running with the land and imposed on and intended to benefit md burden each Lot (as hereinafter defined) 2nd other portions of the Property in order to maintain within the Property a phed community of high standards. Such covenants will be binding on a11 parties having any rlght, title or in~rwt therein or any part thereof, their respective heirs, personal representatives, successors and assigns, and will inure to the benefit of each hu (as hereinafter defined) thereof.

ARTICLE I DEFINlTlONS Section 1.1. "Association" will mean Benbrook Roncll Homeowners Association, Inc., a Texas nonprofit corporati011 established for the purposes sct forth herein.

Section 1.2 "Builder1' will mean C.4PlTAL PACIFIC HOLDINGS, WU: and my oh mideatid building company acquiring h from the Doclarant for the pupso of construction and sale of homes.

es sct forth herein.

Section 1.2 "Builder1' will mean C.4PlTAL PACIFIC HOLDINGS, WU: and my oh mideatid building company acquiring h from the Doclarant for the pupso of construction and sale of homes.

Section 13 "City" wiil mean the City of Learlder, Williamson County, Texas.

&&&&? "Common Areas" will mean that portion of the Property, if any, including any improvements thereon, conveyed to the Associstjw free and clear of monehy encumbrances for the common use and bonefit of the Owners.

Section 1.5 "Common Maintenance h" will mean the COmrnon Ateas, if any, and any area within public rights-of-way, easements (public and private), public parks, private streats, and any improvements, or landscaping that the Board of Directors of the Association dams necessary or appropriate to maintain for the common benefit of the members.

I)alardon of CcvmanLs, Condihrs and ibslriclions - Page 1 JUL. 30. 2004 3:02AM Sectios 1.6 "Declnmnt'' will mean BENBROOK PROPmTIES, LTD. and its successors and assigns who are dsignated as such in writing by Declarant, and who consent in writing to assume h duties and obligations of the Declm with respect to the Lots acquired by such successor or assign.

"'Declmtion" will mean this Declaration of Covmmts, Conditions and Restrictions, and my amendments and supplements thereto made in accordance with its tmm.

Section 18 "Lot" will mean any of the plots of land indicated upon the mrded subdivision plat@) of the Pmpcrty or any part thereof mating single-hik homesites, but only if the plot of land has in place an infrastructure (including utilities and sw) necessary to allow construction of a single-bily home.

Common Areas and ereas deeded to a governmental aufhority or utility, togetfiw with dl irnprovcmcnts

infrastructure (including utilities and sw) necessary to allow construction of a single-bily home.

Common Areas and ereas deeded to a governmental aufhority or utility, togetfiw with dl irnprovcmcnts thereon, shall not be included as part of a Lut.

Section 1.9 "Owner" will mean tba record owner, whether one or more persons or entities, of fee simple title to any Lot, including contract sellers, but srcluding thoso bvhg an interest merely as security for the perfonnmca of an obligation, %tion l.lQ "Plat'' wiU mean the fad plat or plats of Bcnbmk Ranch Section 1 Phase 1 recorded in Cabinet W, SIide 295-299, offhe Pl8t Records of Williamson County, TeKas, which shall encompass the property described on EXHTBIT A hereto, and to all firftue Scctions tho plat recorded for such section, Section 1-11 "Property" will mean the real property covered by each Plat and tbe property described on EXHIBIT A hereto, and such additions thereto as mq be brought within the jurisdiction of the Association and be made subject to this Declaration.

Section 1.12 "Wait" u+U mean any residential dweliing situated up any Lot, ARTICLE n HOMEOWNERS ASSOCIATIUN ~ctiou12,1 Membership. The Declarant and every Owner of a Lot by virtue of ownership of such Lot will be a aiernbet of the Association. Membership will be appurtenant to and will not be separated frmn ownaship of any Lot. There will be 2 classes of membership: Class A and Class B, gig more particularly described in Section 2-7.

Section 2.2 Funding. Subject to the terms of this Article II, the Declarant for each Lot owned wiain the Property hereby covenants, and each Owner of any lat by acceptanca of a deed therefor, whether or not it will be so expressed in such deed, is deaned to covenant and agrees to pay to the hsociatim: (a) regular

hereby covenants, and each Owner of any lat by acceptanca of a deed therefor, whether or not it will be so expressed in such deed, is deaned to covenant and agrees to pay to the hsociatim: (a) regular assessments or cherges, and (b) special assessments far capital inlprovements to the Common h, such assessments to be established and collected as hereinafter provided. Such assesmenta will remain effective for the full term (and elctendcd term, if applicable) of the covensnts contained hemin. The regular and on each Lot and will be a continuing lien up the ht against which each such assessment is made. Each such assessment, together with intenst, costs and reasonable attornays' fm, will also be the personal obligation of the person who was tilt Owner of such property at the timc when be assessment fell due and subsequent Orvners of the Lot. Ihe Declarant shall have no obligation to pay any assessments on Lots owned by bcclmt except for the $1.00 per Lot per year charge set forth in Sectiod 2,3 (a) below, and no . JUL. 30. 2004 9: ir2AM , other asscssmcnts shall accrue on any such Lob during the term of Declarant's ownership, unless herein specifichlly stared.

Section 23 RwuInr besament or Cbar~e.

(a) Rcpular Asswsment Rate. Subject to the terms of ?his Article, each Liot is hereby subject to an initiil regular assessment charge as provided id dzis Section 2,l. The regular assemeat charge shall be fixed at a uaZorm rate for all Lots except that a Lot owned by Declmt shall be assessed at $1.00 per Lot pet yea. The rste at which each Lot will be assessed, and whether such assessment

arge shall be fixed at a uaZorm rate for all Lots except that a Lot owned by Declmt shall be assessed at $1.00 per Lot pet yea. The rste at which each Lot will be assessed, and whether such assessment will be payable rnontbJy, quarterly or annually, will be determined by the Baud of Directors of tho Association (the 93oard of Directors"), at least 30 days in advance of each assessment period.

Said rate may be adjusted as provided by the Board of Directam, subject to the provision4 herein and in the By-laws. The initial regular assessment is $10.00 per month pet Lot.

@) DecIarsnt18 SubsidvlFull hsmeat ObUytion. While Declamnt is only rcqW to pay a reduced assessment rate, Declarant may, but is not obligated to bd my insuFficimcy in the annual . assessment fwd. If Declarant hds any such shortfiill, hc Association is hereby authorized to repay Declarant for tf~ sum8 so adtland.

(c) Increases ip.RemIar bments, Frorn and after January 1st of the year immediately folIowinp; the conveyance of the first Lot to a CjasS A membel: the maximurn regular assessment shall be increased wch yzw 10% above the maximum assessment for the previous year without a vote of the mern'mhip. ?his increase in the maximum assessment does not mean that the Board will or has to increase the assessment to the maximum levol whw it sets d~a regular assessment From nnd after January 1st of the year 'mediately following the conveyance of the first Lot to a Class A member tfrc maximum regular assessment may be increased non than 10% above the prior year's maximum by a vote of two-thirds (2/3) of each class of merribers who LI voting in won or by proxy at a meeting called for this purpose. Written notice of such meeting shall be sent to all

prior year's maximum by a vote of two-thirds (2/3) of each class of merribers who LI voting in won or by proxy at a meeting called for this purpose. Written notice of such meeting shall be sent to all members not less than 10 days nor mom than 50 days in advance of the meeting setting forth the purpose of the me-etjng. The limitations hereof shall not apply to nny chango in the maximum and basis of the assessments undertaken as and incident to a nerga or consolidation in which the Association is authorized to p&cipatc under its Amcles of Incarporntion.

(d) Cewte of heurnent Status, The hociation will, upon wri& dernmd and for a Association setting forth whcther or not the assessmat has baen paid for the assessment pm'od.

(e) ~uruoses of Wmcnt FunQ. The Association will establish an assessment hd composed of regular assessments and will use the proceeds of such fund in providing for normel, recurring expenses related to the Common Mainteaancc Areas or that are set forth in the Association's budget. Such uses and benefits to be provided by the Association may include, by way of clarification and not limitation, any and all of the following; nmlal, mmhg maintenance of the Common Maintenance Area (locluding, but not limited to; mowing, edghg, watering, clipping, swcepmg, pruning, raking, and otherwise caring fbr landscaping) and the improvements to sucb Cormon Maintenance Areas, such as sprinkler systems, pmvided that the will have no obligation (except a~ expressly provided heremafter) to make capital improvemm to the Common Maintenance Areas: perpatual maintenance and enhancement for fences, columns, signage, walls, JUL. 30. 2004 9: 02AM ,

(except a~ expressly provided heremafter) to make capital improvemm to the Common Maintenance Areas: perpatual maintenance and enhancement for fences, columns, signage, walls, JUL. 30. 2004 9: 02AM , grounds, landscaping, lights, entry monuments; payment of all legal and other expenses incurred in connection with tbe enf0mrnei.d of all recorded covenants, restrictions and conditions &ecting the property to which the rtguInr assessmen! fund applies; payment of all reasonable and necessary expenses in conneecon with the collection and administration of, the regular assessment; employment of policemen and watchmen, if any, wing for vacant Lots; and doiag any other thing or hings necessary or desirable in d~e opinion of the Board of Dimtors of the Association to keep the Property neat and in good order, or which is comidemd of gerteral benofit to the Owners or occupants of the hperty, it being understood that thc judgment of the Board of D'ims in the expendim of said fun& and the determination of what cmdtuks normal, recurring maintenance will be fmal and conclusive so long as such judgment L exercised in good fbith. The Association will, in addition, establish and maintain aa adequate reserve fund for the periodic maintenance, repair and replacement of improvements to tbe Common Maintenance Arcas. The hd will be established and maintained out of regular assessments.

(0 Tmmier Re, Upon my sale or other transfer of on interest in a Lot, other than a sale w transfix of S75.00 at the time of each sale or other txmdk~. Such sums shall be secund by a lien on each Lot, and for the purposes of these covenants sM be dntmed an asessment

owne?~ Association a transfer fee of S75.00 at the time of each sale or other txmdk~. Such sums shall be secund by a lien on each Lot, and for the purposes of these covenants sM be dntmed an asessment (g) Lnts Fee. If my mscssment is not paid when duo, the Association rnay charge n late fee for each month delinquency of such fee. The fee shall be in such amount as the Association shall determine from time to time. Tbe initial late fee shall be $10.00 per month.

special assessments as follows: (a) In any assessment year, a special assessmeat applicable to that year only for the purpose of d&aying, in whole or in part, the cost of any nonrecllrring maintenance, or the acquisition, cumtruction, reconstruction, repak or replacement of a capital improvement upon any Common Maintenance Areq including fixtures d persoaal property dated thereto may be assessed. The Assbciatioo shall not commingle the proceeds of such special assessments with the regular assessment fund. Such proceeds shall be used solely and exclusively to fund the nonrecurrjng maintenance or improvements in question, (b) The Bod of Directors shall determine the necessity and the amount of any special assessment.

Special assessments shall not be effective unless approved by a vote of two-thitds (2f3) of each class of members who nre voting in person or by proxy ar a meeting called for the purpose of approving the special assessments and conducting other businuss, if any. Wribn notice of such meeting shall be sent to each member not leu thaa ten (10) days nor more than fifty (50) days in advance of the m&g.

the special assessments and conducting other businuss, if any. Wribn notice of such meeting shall be sent to each member not leu thaa ten (10) days nor more than fifty (50) days in advance of the m&g.

Section 2.5 Ban-pnyment of Assessments: Rsmedies of the Association. Any assessment not paid within 10 days after thc due dafe will bear inbtest hm the due date at tho highest rate of interest allowed by Texas law, as amended from time to time. The Association will have thp, aurhority to impose late charges to compensate for the administrative and processing costs of late payments on such terms as it may establish by duly adopced resolutions, and the Association may bring an action at law against the Owner Dedmion of Co~msnts, CMdhims and Rsbicliono - Page 4 d;Wd.AknbrOlkl JUL. 30. 2004 9: 02AM NO. 0184 P. 45 personally obligated to pay tho same. No Owncr may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Maintenance Area or abandonment of his promSection 2.6 Subordinated Lien to Secure ~aument. To secure the payment of any assessment established henby nnd to be levied on individual Lots as above provided, there is hertby med a lien far the benefit of tbe Assockuion, said lien to be enforceable throu&h approgats pinwedings at law or in equity by such beneficiary; provided, however, that each such lien shall be specifically made secondary, subordinate and inferior to all liens, present and fiifure, given, gnmkd, and created by or at tbe instance and request of the Owner of my such Lot to scam the pa~ent of monies advanced or to be advanced an account of the purchase price andlor the improvement of any such Lot, Sale or Wer of a Lot shall not

and request of the Owner of my such Lot to scam the pa~ent of monies advanced or to be advanced an account of the purchase price andlor the improvement of any such Lot, Sale or Wer of a Lot shall not affect rhe assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure will ~dinguish the lia of such assessment as to payments which became due prior to such sale or transfer. No sale, foreclosure or transfer will relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof. The Association will have the right to file notices of liens in hvor of such Association in the Real Property Records of Williamson County, Texas, Sectjon 2.7 Votinp &&. The Association will have two clnsscs of voting membership: (a) Clm A. Class Amembers will be all Owners, with the exception of Declarmf and will be entitled to 1 vote fbr each ht owned. When more than one person holds an interest in any Lot, all such persons will be members, but the vote fw such Ld will be exercised as they among themselves determine, and in no event will more than 1 vote be cast with respect to any Lot, Clnm B. The Class B members will be the Declarant and will be entided to 3 votes for each Lot (b) 120 days ah the conveyance of the Lot which causes the btal votes ou-ding in the Chis A membership to equal the total votes outstanding iu the Class B membership, or 10 years after conveyance of the first Lot to a Class A member, whichever occurs earlier.

(c) Su~wnsion, All voting rights of an Owner will be suspended during any period in which such Owner is delinquent in the payment of any assemncnt duly established pursuant to this Artjcle II or

lier.

(c) Su~wnsion, All voting rights of an Owner will be suspended during any period in which such Owner is delinquent in the payment of any assemncnt duly established pursuant to this Artjcle II or is othcrwisa in default hereunder or under the By-laws or rules and regulations of the Association.

(d) Additional Sections. Ln determining the votes of Declaranf until the final platting of all future Sections is complete, such unplatted Sections shalI bc deemed to be the number of lob on the master plan for tho entire subdivision, and thedot shall be deemed to be the actual number of Lob platted for such Sedion. ' ARTICLE m GENERAL POWERS AND DUTIES OF BOARD OF DIRECTORS OP Ttl[E ASSOCIATION Owners, will provide and will pay for out of the regular assessment fund (provided for in Mile II above) the following: &\clmicknbrmkl (a) Taxes and assessments and other liens and monetary encumbrances which will properly be essesscd or charged against the Commo~l Ateas rather than apht the individual hers, if any.

(b) Care and preservation of the Common Areas and the Common Maintenance Areas.

(c) The miccs of a professional person or management firm to manage the Association or any separate portion thereof to the exicnt deemed advisable by the Board of Directors (provided that any contract for mamgement of the Assocktion will be immediately taminable, without cause, by the Association, with no penalty, upon no mole than 90 days prior written notice to the managing pady), and the services of such other personnel as the Bod of Diredors will dcteimine to be

t cause, by the Association, with no penalty, upon no mole than 90 days prior written notice to the managing pady), and the services of such other personnel as the Bod of Diredors will dcteimine to be necessary or proper for the operation of the Association, whether such pemnnel are empIoycd directly by the Board of Directors or by the managu, (d) Legal and accounting services.

(e) A policy or policies of insum insuring the Association andor its Board of DShcbrs and officers against any liability to the public or to the Owners (andlor invitses or tenants) incident to the operation of the Associ~ion in any amount or amounts as determined by the Bod of Dircmm, including a policy or policies of insurance ns pmvided herein in Article N, (0 Workers comp~llsafion insuranw to the extent necessary to comply with any applicable laws.

( Such fidelity bonds as may be required by the By-laws or as the Bod of Directors may determine to be advisable.

(h)Normal recuning acpenses as describsd in paragtaph 2.3(e).

(1) Any other materials, supplies, inswmce, furnh, kbor, services, maintenance, repairs, structwal alterations, kes or assessments (including tam or assessments assessed against an individual Owner) wbich he Bod of D-kctors is requ'd to obtain or pay for pursuant to the terms of this Declaration or by law or which in its opinion will be necesary or proper for ths enhment of this Decldon, Section 33 Powers and Duties of the Brwd of Directon. The Board of Dimtors, for the benefit of the Owners, will have tho following general powers and duties, in additinn to tfic specific powers and duties provided for hcrcin and in the By-laws of the Association: (a) To execute all declarations of ownership for tax assessment purposes with regard so the Common

dditinn to tfic specific powers and duties provided for hcrcin and in the By-laws of the Association: (a) To execute all declarations of ownership for tax assessment purposes with regard so the Common Areas, if any, on behalf ofall Owners, (b) To bomw funds to pay costs of operatinn secured by assignment or pledge of rigbts against delinquent Owners if the Board of Dim sees fit (c) To enter into contracts, maintain one or more bank acoounts, and perally to have aU the power n=saty for or incidental to the operation and management of the Association.

(d) To protect or defend the Common Am and the Common Mainkmince Ares (if desired by the Board) from loss or damage by suit or otherwise, and to provide adcqutte res-wes for replacements, (e) To make reasanable rules and regulations for the opesation of the Common Areas and to amend hen fiom the to time; provided that, any rcle or regulation may be amended or repealed by an instrumcot in writing sipd by a majority of the Owners, or with respect to a rule appBcable to less than all of the Common Arcas, by the Owners in the portions affected, (f) To make available for inspection by Owners within 90 days after the end of each fi-I year an annual report, and to make all books and records of the Association available for inspection by Owners at reasonable times and intervals.

(g) To adjust die amount, collect and use any insw pmecds to repair &map or replace lost property, and if proceeds arc insuficient to repair dnmage or replace lost ptoperty, to assess the Owners in propartionate amounts to cover the deficiency.

(b) To enforce the provisions of my rules made hmdcr and to enjoin and seek damages from any Owner for violation of such provisions or rules.

e Owners in propartionate amounts to cover the deficiency.

(b) To enforce the provisions of my rules made hmdcr and to enjoin and seek damages from any Owner for violation of such provisions or rules.

(9 To collect all aesessments and enforce all penalties for non-paymen( including the filing of liens and hstbtion of legal proceedings.

,94xtia33 Board Pow_era Exclusive. The Board of Directors will have the exclusive right to contract for all goods, services aml irzsuraace, payment of which is to be made from the regular assessment fund and the exclusive right nnd obligation to perform the functions of the Board of D'nectors, except as otherwise provided herein.

Association, will have full power and authority to contract with my Owner or other pemn or entity fir the performance by the Association of services which the Bard of Directors is not othmise requkd to perEon pwsuant to the terms hereof; such contracts to bo upon such terms ad conditions and for such considention ss the Board of Directors may deem proper, advisable and in the bed interest of the Association. Without limiting the foregoing, the Board shall have the authority ID hire a management company or entity to undertzke and oveaee the rnanagenent of the Associstion and Common Areas and the collection, imposition arid use of all assessments and fees; and the Board shall have the right to grant such entity such management, opeational, collection and enforcernetit rights and duties is the Board shall desire, AIRTImTV TlTLJ3 TO COMMON AREAS

collection and enforcernetit rights and duties is the Board shall desire, AIRTImTV TlTLJ3 TO COMMON AREAS assume all mahtcnnnce obligations with respect to any Common Areas which may be hereafter established, Nothing contained herein will create an obliption on tho part of Declarant to establish any Common h.

Seetion 42 Lkabilitv Insuranq. From and after the date on which title to any Common Area vests in the Association, the Association will purchase and carry a general comprehwsive public liability insurance D-on of Cmcnats, Conchioris and Rstricrjm -Page 7 d:ldark\bmbrook l policy for the benefit of the Association and its membs, covering occurrence3 on the Common Areas or the Common Maintenance Area (if desired by the Board of Diredon). Tbe policy ]bib wiIl be as determined by tbe Board of Directors of the haxiation. The Association will use its best efforts to see that such policy will contain, if available, cross-liability endorsements or other appropriats provisions for the benefit of members, the Dicton, and the management company retained by the Association (if any), inswing each against liability to ah other insured as well as third parties. Any proceeds of insurance policies owned by the Association will be rec&ved, held in a segregated account and distributed to the Association's general operating account, members, Directors, the management compaay and other insureds, as their interests may be determined.

Condemnation. lo the event of condemnation or a salc in lieu thereof of all or any portion of the Common Areas, the funds payable with respect theruto will be payable to the Association and will be

d.

Condemnation. lo the event of condemnation or a salc in lieu thereof of all or any portion of the Common Areas, the funds payable with respect theruto will be payable to the Association and will be used by the Associatjon to purchese additional Common Areas to replace that which has been condemned or to take whatever steps it deems reasonably necessary to repair or comt ~11y damage su&red as a result of the condemnation. In the event the Boatd of Direccrs of the Mition determines Bat the funds cannot be used in such a manner due to fhe lack of available land for additional Common Aross or for whatever reason, any remaining finds msy be disfributed to each Owner on a pro rata basis.

Section 4.4 Condemnation. Tho streets within the Subdivision which have been designated as "one way" strects, shall remain as one way streets unless approved id writing by at least ninety percent of the Lot Owners.

ARmcLEv AR-CTURAL REVIEW 8ection 5.1 Architectural Control Committea. A committee to be known as the Architectural Control Cornmike (the "ACC") will be established consisting of 3 members.

(a) The members of the ACC will be appoi~kd, temnmatd and/or replaced by tho Declar;mt so long as them is Class B membership, There* thc members of fhe ACC wiIl be appohted, terminatad andor replaced by the Bod of Directors. The members appointed to the ACC are John LIoyl Jesse Lez and Eric Willis.

(b) The purpose of the ACC is to enforce the arcbitectud standards of the community and to approve or disapprove plans for improvematts proposed for the Lots.

retain the services of a professional engineer, architect, designer, inspector or other person u, assist in the performance of its duties.

retain the services of a professional engineer, architect, designer, inspector or other person u, assist in the performance of its duties.

Section 5.2 Scope of Revfew. No building, fence, wall, outbuilding, landscaping, pool, athletic facility or other structure or improvement will be erect4 altered, added onto or tepid upon any portion of the Property without the prior written conmt of the ACC, provided however, that improvements erected, altercd, added onto or rapaired by Declarant will be exempt from the provisions of this Articlc V.

Section 53 Submission of Plaaa. Prior to the initidion of construction up any Lo!, the Owner (excluding Declarant) thereof will frrst submit to the ACC a complete set of plans and specifications fw the proposed improvements, including site plans, grading plans, landscape plans, floor plans depicting morn Declaration ofCovenm& Conditions end Rshiaions - Page 8 , JUL. 30. 2004 9: 03AM , NO. 0784 P. 49 sizes and layouts, exterior elevations, pifications of materials and txkrior colors, and any other information dtcmd necessary by the ACC for the parfonnance of its function. Tn addition, the Owner will submit the identity of the individual or company intended to perform tho work and projected oomrnencernent and completion dates.

,!kction 5.4 Plan Raiew. Upon receipt by tCla ACC of all of the information required by this Article V, the ACC will have 30 days in which to rsvicw ssid phs. The proposed improvements will be approved if, in the sole opinion of the ACC; (a) the improvements will be of an tu~hitectural sfyle and material that are compatible with the otha stnrctures in ffie Pmpew, (b) the improvements will not violate my

in the sole opinion of the ACC; (a) the improvements will be of an tu~hitectural sfyle and material that are compatible with the otha stnrctures in ffie Pmpew, (b) the improvements will not violate my restrictive covenant or encroach upon any easemeot or mss plaited building set back lim; (c) he individual or company intended to perform the work is acceptable to the ACC; and (d) the impmvemenrs will be substantially completed, including all cleanup, within 3 months of tho dab of commencement (6 months for the consbmtion of a complete house). If the ACC fails to issue its written approval within 30 days of its receipt of the last of the mntetials or documents required to complete the Owner's submission, such failure by chs ACC to issue its written apprwal shall be deemed disappmual.

approved pims in the completed improvements, such impl.ovemcrits will be in violation ofthis Article V to the same erdent as if erected without prior approval of the ACC. Tbe Am, the At;GOCiation or any Owns may maintain an action at law or in equity for the removal or correction of the non-conforming sbuchm and, if successful, will recover from the Owner in violation all costs, expenses and fees incurred in the pmsecution thereof, Section 5.6 Immunitv of AC,C Members No individual member of the ACC will have my personal liability to any Owner or any other person for the acts or omissions of the ACC if such acts or omissions were commitrcd in good faith and without malice. The Association will dafcnd any don bmught against the ACC or any member thereof arising from acts or omissions of the ACC mmmiW in good faith and without malice.

rcd in good faith and without malice. The Association will dafcnd any don bmught against the ACC or any member thereof arising from acts or omissions of the ACC mmmiW in good faith and without malice.

Section 5.7 Addrens ktr Notice. Requests for ACC approval or correspondence with the ACC will be addressed to Architectural Coo~l Cornmib and mailed or delivawi in care of Declarant at the addms shown at the end of the signature block hereto, or such other addregs as may be designated from time to time by the ACC. No mmpondence or request for approval will be deemed to haw been received until actually received by the ACC in form satisfactory to thc ACC.

.&ctionS:! Variance. The ACC shaIl have the right to grant such variances fiom tfis requirements of these restrictions and covenants as he ACC shall deem reasonable; provided however, the ACC may not approve a variance which contradicts tho zoning andfor subdivision ordiawccs of the City unless the City ha^ previously apprwcd the variance.

Dzclaration of Coveaanq Cmditiom and Rcstictions - Page 9 d:icld\bcn bmkl JUL. 30. 2004 9: 04AM ARTICtE VI EASEMENTS NO. 0784 P. 50 Section 6.1 Utilitv Easemenb As long as CIass B membership %ill be in effect, the Declarant hereby upon, across, over, through and under any portion of thc Common Area for ingress, egress, installation, replacement, repair, rnaintmance, use and operation of all utility and service lines nnd service systems, public and private, including, without limitation, cable telafision, tclepbonq gar and electric systems, Declarant, for itself and its desimees, reserves the right to re@h title to any and all pipes, lines, cables or

te, including, without limitation, cable telafision, tclepbonq gar and electric systems, Declarant, for itself and its desimees, reserves the right to re@h title to any and all pipes, lines, cables or other improvements installed on or h such easements. Upon mion of Class B membership, the .4ssociation will have the right to grant the easements dcscribbd herein.

Section 6.2 DeclarnntJe Easement to Correct Drainagg. As long as Class B membership will be in effect, Declatant hereby reserves for the benefit of Declarant and any Builder, a blankd easement on, over and under tho ground within tbe Property to maintain and correct drainnge of sur$ca waters and other emsion contmls in order to mainfain reasonable standards of health, duty and appearance, and will be provide adequate drainage facilities. Notwithstanding the hregoing, nothing herein will be intwpreted to impose any duty llpon Declarsnt or any Builder to correct or maintain any drainage facilities within the Property, Section 63 Jfor, The Declarant hereby reserves an exclusive easement for the unintentional encroachment by any structure upon the Common Areas caused by or resultiing from, construction, repair, shifiing, settlement or movement of any portion of the Propa&, which exclusive easement will &st at all times during the continuance of such encroachment as an essement appurtenarit to the encroaching Property to the extent oofuch encroachment.

Section 64 Jhement tor Petimeter Fence and Sidewalk The Decht hmby resaves for the benefit of Declarant and the Association an exclusive easement for a perimeter masonry andlor wooden

ch encroachment.

Section 64 Jhement tor Petimeter Fence and Sidewalk The Decht hmby resaves for the benefit of Declarant and the Association an exclusive easement for a perimeter masonry andlor wooden fmcs and sidowalk running at the tear (and in some cases, the side) of Lats along the streets surrounding tha neighborhood. nese Lots will be sold subject to the perimeter masonry andlor wooden fence and sidewalk and the fence and sidewalk casement described i~ this section, and the easement will be coextensive with the footprint of the fence and sidewalk. Additionally, the mers of these Lots will be responsible for the maimenance of the interior portion of the fence, including, but not limited to, watering the area upon which the facer is situated to prevent the shim of the foundation of the feoce which could damage the hce.

Section65 ]entry Eaaemeut. If the Owner fails to maintain the Lot as required herein and such failure c6lttinucs for five days after ulritten notice is sent to the Owner af rmch Lot at the address of the Lot, or in the event of emergency, the Association will have the tight to enter upon the Lot to make emergmcy repairs and to do other work reasonably necessary for the proper rnainmance and operation of the Property. Entry upon the Lot as provided herein will not be deemed a mspas~ and the Association will not be liable for any damago so created unless such damage is caused by the Association's willfol misconduct or gross negligence. All costs and expenses incurred or othewise paid by the Association shall be sd by a lien on the Lot. Such sums shall bear interest until paid at the rates set out in Paragmph 2.5 hereof, and shall be secured by the liens set out in Paragreph 2.6 hereof.

D~lcloradon of Covertants. Conditions end Rcsmcdon!, - Page 10

bear interest until paid at the rates set out in Paragmph 2.5 hereof, and shall be secured by the liens set out in Paragreph 2.6 hereof.

D~lcloradon of Covertants. Conditions end Rcsmcdon!, - Page 10 JUL. 30. 2004 9: 04AM Won 6.6 Drainwe Easements. Earjements for the installatioa and maintenance of utilities, storm water retentionJdetention ponds, and/or a conservation area nre rese~ed as may be shown or] the recorded Plat, Within these easement areas, no strum planting or other rnateTial will be placed or permittEd to remain which may damage or interfere with the installrhon and maintenance of such utilities, or which may hinder or change the direction of flow of drainage channels or slopes in the easements. TJ-ie easement area of each Lot and all hprovemmn contained therein will be maintained contiouously by tho Owner of the Lot, except for those improvements for which a public authority, utility company or the Association is responsible.

and egress for the benefit of the Nlarant, its employees, subcontractors, successors and assigns, over and upon the hat, side and rear yards of the Property as may be expedient or necessary for the construction, servicing and colnpletjon of dwellings and landscaping upon Lots adjacent to the Property, provided that such easement will terminate 12 months after the date such Lot is conveyed to the Ownu by the Declmr ARTICLE: VII USE AM) OCrnANCY All Lots and dwelling will be used and occupied priman* for singlefamily residence purposes only. No Lot or dwclling may be used for commercial, institutional or otha non-residential purpose (indudmg

All Lots and dwelling will be used and occupied priman* for singlefamily residence purposes only. No Lot or dwclling may be used for commercial, institutional or otha non-residential purpose (indudmg residential day care facilities) if (a) the existence or operation of the business activity is apparent or detechble by sight, sound or smell from outside the Unit; (b) thc busmess activity does not conform t. all zoning requirements for the Property: (c) the bnsiness xtivity involves regular visitation of the Unit by clients, customen, suppliers or other business mvitees or door-to-dmr solicitadon of nsidents in tbc Property; and (d) the business activity diminishes the residential character of the Property or constiMes a nuisance, or a hdus or offensive use, or threatens the security or safety of the other residents in the Property, as may be determined in the sole discretion of the Board of Directors, This prohibition will not apply to (i) "garage sales'' conducted entirely on an Owner's Lot in acmrdance with guideline (if any) established by the Association provided that no Owner will conduct more than 1 garage sale of no more th 2 days duration during any 6 month period, or (ii) the use of any Unit by Declarant or any Buildm as a model home or sales office, or (iii) the use of any Lot as a site for a selection center trailer, construction office trailer andlor sales o6ce trailer adlor parking lot by Declarant or any Builder.

ARrnCLE VIII PROPERW RIGHTS Section 8.1 Every Owner will We a right and eascment in rmd to the Common Areas and a right and casement of ingess and egress to, from and tfirough said Common Areas, and such easement will be appurtmant to and will pass with the title to every Lot, subject to the following provisions:

right and casement of ingess and egress to, from and tfirough said Common Areas, and such easement will be appurtmant to and will pass with the title to every Lot, subject to the following provisions: (a) The right of the Association to establish and publish rules and regulations governing the use of the Common Areas affecting the web of Association members.

@) The nght of the Assmiation to suspend the right of use of tho Common Areas nnd the voting rights of an Owner for any period during which any assessment against his Lbt remains unpaid; d for a period not to gxceed 60 days for any infraction of its published mlcs and regulations, Dcclaratian of Cwmmtn, Condidonr md Restrictions - Page 11 d:W\knbrookl (c) The right of the Association, subject to the provisions heteof, to dedicate, sell or trader all or any part of the Common Areas, if any, to my public agency, authorhy or utility for such purposes and subject LO such wndih'ons as may be aped to by the Owners, No such dedication, sale or transfer will be effective unless an instrument signed by Owners entitled to cast tw~thirds (2B) of the votes of each class of membership has been recorded agreeing to such dedication or transfer, excluding Declarant, (d) The right of the Association, subject to the provisions hereof, to mortgage all or my part of the Common b. The Common Araas cannot be mott~ged without consent of two-thirds (23) of the votes of each class of membership, excluding hlmt.

(e) All easements herein described are easements appurtenant to and running with the land; they will at a11 times inure to the hfit of arid be binding upon Declarant, its granks, and their respective heia, successors, ~ersonal representatives and assigns, peqetually and in full force.

land; they will at a11 times inure to the hfit of arid be binding upon Declarant, its granks, and their respective heia, successors, ~ersonal representatives and assigns, peqetually and in full force.

Section 8.2 Effect of DeeIaration. Refefence in any deed, mortgage, trust deed or any othm mded documents to the easwncnts, nsiictioas and menants herein demibed or to this DecWon will be sufficient to create and resave such eassmentF and covenants to the respective grantees, mortgagees, or busices of said parceb as fully and completely if thoso easements, restrictions and covenants were Mly related and set forth in their entimy in said documents.

Section 83 pezonin~ Prohibited. No Lot wiIl be rezoned to any classification allowing wmmercial, institutional oi other non-residential use without the express consent of the Assooiation and Declarant, which may be withheld in Declmnt's sole discretion. hlarant or the Association may enforts this covenant by obtaining an injunction against any unapproved rezoning at the expense of the enjoined party.

Section 8.4 liot Consolidation. Declarant may divide any kt and/or consolidate any adjoining Lots and/or any portion thereof. The Lot or Lots resuIting fiom such division andfor consolidation shall bear, and the Owner(s) U~creof shall bo responsible for, dl assessments themtofore applicable to the Lots which are divided andlor consolidated; provided, however, if a Cot is split and not completely consolidated into another Lot, then the assessment amount shall be pmnted on a square footage basis. Each such building site shall meet all lawful requirements of any applicable statute, ordinance or regulation.

Section 8.3 Drainwe AltemtionPmhfbited., The sufaw water drainage contours of each Lot wiU

ach such building site shall meet all lawful requirements of any applicable statute, ordinance or regulation.

Section 8.3 Drainwe AltemtionPmhfbited., The sufaw water drainage contours of each Lot wiU conform to the approved gading plan established by the Declarant or any Builder, unless drainage plans axt modified by Declmt. No hner will fill or alter my drainago swale established by the Declarant or my Builder, nor will any Owner install landscaping or other hprovemens that may damage or interfere with the installation and maintenance of utilities or which may obstruct or divert surface wm runoff hrn the drainage pattans, swalw and casements established by the Declarant or any Builder, ARTICLEIX USE RESTRICTIONS Sectio.n.9.1 Jhisancea. No noxious w ofbsive activity will be carried on upon any Lof wr will anything be dons thereon which may be or may become an annoyance or nuisanca to the neighwood.

DecMou of (kvwts, Conditions md R&crims - Pagz 12 d:\clwMbcnbrookl , JUL. 30. 2004 9: 04AM , NO. 0784 P. 53 Scctibh 9.2 Pevelo~ment Activity. any other provision herein, Dccht and its successors and assigns, including Builders, conduct on the Property all activities normally associated with and convenient to the and the construction and sale of single restrictions, family dwelling units on the Property. None of such dvities or uses shall be deemed a violation of these Section 93 Temwnrv Structures. No structun of a temporary character, including, without limiting the generality thereof, any trailer, bent, shxck, garage, barn, motor home or mobile home or other outbuilding, and no prefabricated or relocated sbuctun will be used on my Lot at any time as e residence, either temporarily or pcnnanently. This restriction will not be interpreted to lid tho rigfit of Declacant or

d no prefabricated or relocated sbuctun will be used on my Lot at any time as e residence, either temporarily or pcnnanently. This restriction will not be interpreted to lid tho rigfit of Declacant or any Builder to use bailers or outbuildings as sales offices, selection center oficas, construction ofices or material storage facilities, which ri& are exprussly granted Section 9.4 m. No sign or en~blem of arty kind may be kept or placed upon any Lot or mounted, painted or a~hed to any Unit, fence or other improvement upon such LA so as to be visible fiom public view or mounted on any vehicle or trailer psked or d.ivsn in the Propwty or the subdivision or cam'ed by any person or by any other means displayed within the Property or the subdivision sxcept the following: (a) For Sale Sien~ An Owner may erect 1 sip not exceeding 2 feet by 3 feet in area, fastened only to a stake in the ground and extending not more than 3 fed lrbovc the surf& of the ground advertising the property for sale or fbr lease.

@) Derlnrant's Siens. Signs or billboards may be mcted by he Daclatant or any Builder as declmt shall desire and approve.

(c) PoltticalSi~ns. Political signs may be erected upon a Lot by the Owner of such Lot advocating the election of one or more political candidates or the sponsorship of a political party, issue or proposal provided that such signs will not be erected more than 90 days in advanca of the election to which they pertain and are removed within 15 days after the election.

(d) $ch~oI.Bgd. hblcms or bumper stickers advertising a resident's school or business mounted up vehicles parked or driven in the subdivision.

DecIarant or its agents will have the right to remove my sip, billboard or othw dyertising

stickers advertising a resident's school or business mounted up vehicles parked or driven in the subdivision.

DecIarant or its agents will have the right to remove my sip, billboard or othw dyertising structure that does oot comply with the foregoing requirements; and in so doing, will not lx subject to any liability in connection with such removal.

Section 95 Vehicles.

(a) -rs. Bonts and Recreational Vehiclq. No campers, boats, marina craft, hovercraft, boat trailers, travel trailers, motor homes, camper bodies, golf w, and atha types of recreational vehicles and non-passenger vehicles, equipment, implements or accessories my be kept on any Lot unless the sane are fully enclosed within a garage located on such Lot andlor said vehicles andlot accessories are fully ~raned from view by a screening structure or fencing appved by the ACC, and said vehicles and msories are in operable condition. 'Ibc ACC, as dsignakd in this Declaration, will have the absolute authority to detamine &om time to time whether a vehicle and/or accessory is operable and fully enclosed and/or screened, Upon an adverse determination by klaration of coven as^& Conditim tm1 Restritrians - Page 13 said ACC, the vehicle and/or accessory will be moved md/or otherwise brought into compliance with this paragraph. No dismantling or asswnbling of motor vehicles, boats, bailhs, recreational vehicles, or other machinery or equipmeat will be permitted in any driveway ar yard adjacent to s sfmet.

(b) Commercial Vehicles. No commercial vehicle will be parktd on any stnet right-of-way or Lnt except within an enclosed structure which pwvcnts such view thereof from adjacent lots and st&,

s sfmet.

(b) Commercial Vehicles. No commercial vehicle will be parktd on any stnet right-of-way or Lnt except within an enclosed structure which pwvcnts such view thereof from adjacent lots and st&, unless such vehicle is temporarily parked and in use for the construction, mdnbance or repair of a residence in the 'rmmodiate vicinity. No trucks or vehicles of any size which trarlsport inflammatory or cxplosiva cargo may be kopt on the Property at any time.

(c) MotorVehicles, No vehicles or similar equipment will be parked or stored in an area visible from any street except passenger automobiles, passenger vans, motorcycles, pick-up trucks, end pick-up trucks with attached bed campers that are in opting condition and have current license plates and inspection stickers and are in daily use as motor vehicles on the streets and highways of the Sfate- of Texas. No abandoned, derelict or inoperable vehicles may be stored or located on any Lot SectioeB$ Pets, Liyestock and Podtry, No animals, livestock or poultry of any kid will be raised, bred or kept on any Lot, except for cats, dogs or other generally recognized household peq pmvided dYlt they are not kept bred, or maintained for any conrmmiaI purpose or for fosd. It is the purpose of these provisions to restrict the use of the Property 90 that no persan All quarter on the premises cows, horses, bees, hop, pigs, sheep, goats, ducks, geeso, chickens, turkeys, sku& or othor minals that may imafere with the quietude, health or safety of the community. No mo- thao 4 animals may be kept on a single Lot All such animals will be kept in strict accordance with all local laws and ordiaancss (including leash laws) and in accordance with all m1e.s established by the Association. All animals must be prupcriy tagged for

als will be kept in strict accordance with all local laws and ordiaancss (including leash laws) and in accordance with all m1e.s established by the Association. All animals must be prupcriy tagged for identification. No animal will be ailowed to run at larg~, md all animals will be kept within emlosed areas which must bc clean, switary, and reasonably free of &be, insects and waste at all times. Such enclosed area will be constructed in accordance with plans approved by the ACC, will be of reasonable design and construction to adequately contain such ~nimals in accordance with the provisions hereof, and will be screened so as not to be visible hm any other portion of the Property, .Won 9.7 Garbwe and Refuse Dis~osal. No ht will be used or maintained as a dumping pund for rubbish. Trash, gubage or other waste vill not be kept except in sanitary containers. All equipment for the storage or disposal of such material will be kept in a clean and sanitary condition. No cans, bags, containers or receptacles for the storing or disposal of trash, garbege, refise, rubble, or debris will be stored, kept, placed or mamhiaed on any Lot where vjsible from any smct mpt solely on a day designated for removal of garbage and rubbish and on which days only sucli cans, bags, containers, and receptacles may be placed in hnt of a residence and beside a street for removal but will be removed from view before the following day. Materials incident to constntction of improvements may be stored om Lot6 dwing conshuctim by Declarant Section 9.5 Ai~Conditioniae Units. No air-conditioning apparatus will be installed on tbe ground in front of a residence nor will any air-conditioning appartitus or evaporative cooler be attached to any ht

on 9.5 Ai~Conditioniae Units. No air-conditioning apparatus will be installed on tbe ground in front of a residence nor will any air-conditioning appartitus or evaporative cooler be attached to any ht wall or any window of a residence. Each such unit and apparatus shdl provide for visual scrcenitlg so that it is not visible brn adjoining pmperty or sfmh in such manner as tfit ACC shall quire from time to he.

AH units shall be screened 5m-n public view.

Declaration of Covenants, Conditions and Restriaions - Page 14 JUL. 30. 2004 9: OjAM , Seetian 9.9 Sipht Dirtonce a! Jntem~tiom. No fence, wall, hedge or shrub planting which obstructs sight lines at elevations between 2 and 6 feet abovo tho madwap will be placed or phmitkd to remain on any corner Lot except as may be approved by the ACC. No tm will be permitted to main within such distances of such intersections unless the foliage line is maintained at suEciedt height to prevent obstruction of such si&t lines.

Sectioh 9.10 Yarki~p, No vehicles, hilers, implements or apparatus may be driven or parked in the Common Areas, the Common Maintenancd Areas or on any easement unless such vehicle, trailer, impiement or appardtus 1s in use for maintaining such ma or easement, ptuvided, however, that this rpstriction wiil not apply to driveways or sbtets intended for vehicular use.

Section 9.U Commercial or Institutionnl Uw. No Lot, and no building erected or maintained on any Lot, will be used for marrufacturing, industrial, business, professkmal, commercial, institutiond or other non-residential purposes, except as set krth in Article VTL Sectim L.12 . Detached Boildines, No detached accessory buildmgs (other than provided herein)

professkmal, commercial, institutiond or other non-residential purposes, except as set krth in Article VTL Sectim L.12 . Detached Boildines, No detached accessory buildmgs (other than provided herein) andlor stores buildings, will be erected, placed or constructed upon any Lot by any party other than Declarant and any Builder if approved by Decht, without the prior consent of the ACC. Every outbuilding, inclusive of such structures as a starage building, &reenhouse or children's playhouse, will be compatible with the dwelling to which it is appurtenant En toms of its design and material composition.

*or paint and roofing materials of such outbuildings shall be consistent with tba existing paint and roofing matwials of the dwelling, or as othwwise approved by Declsrant or the ACC, Decht shall have the right to design detached or other our buildings in connection with ti10 development of the Property, and such designs shall be deemed approved out buildings.

&ction 9.13 en -MI fences and walls will comply with City requirements. No fen=, wall or hedge will be erected or maintained on any Lot nearer to the street than the building setback lines for the hnt and side yards, except for fcnces erected in conjunction with model homes or sales o*; and provided further, no fence shall be less than five !'kt behind the hnt of the house on any Lot. Fences conswcted on corner lois may be erected one foot hm the sidewalk andlor curb for the side yard as long as such fencmg cumplies with City requirements. -4U perimeter fmces will be constmded of wood, brick and/or masonry except for retaining walls installed by Declatant or retaining walls or decorative walls approved by the ACC. All perimeter fences will be 6 feot in height unless another height is approved by the

nry except for retaining walls installed by Declatant or retaining walls or decorative walls approved by the ACC. All perimeter fences will be 6 feot in height unless another height is approved by the ACC but, in any event, no such fence will be lass than 4 feet in height or greater thm 8 feet in height. No chain-link, metal cloth or agricultural fences may be built or maintained on any Lot. Unless otherwise agreed between Owners, side and rear yard fences that separate adjacent Lots will be owned and maintained by tbe Owner on whose Lot tho fcnce exists, or if the location is indefinite, such fence will be maintained by the Ownefs whose Lots are involved jointly with expenses being shared equally, Notwithstanding the foregoing, the ACC will has the right and authority to approve variances of fencing height, matwid and/or Iocation for reasonable cause or to aIleviate hardship as determined in the sole judgmont of the ACC; provided however, the ACC may not approvo a variance which ~iltradicts the zoning andfor subdivision ordinances of the City unless the City has previously approved the variahce. Decorative fencing may be allowed on the Lots in accordanca with regulations established by the ACC.

Section 9-14 Sidewak. All sidewalks .will canform to City spificatians and regul~tions. If a homeowner, its representative, agent or employee, caw damage to any.sidewalk located on or adjscant to WMon of Cove!ants, Caoditiona and Rcs&icZlons - Page 15 d:\cWeookl such hommwner's Lot, the homeowner must repair or replace the sidewalk so that it will be returned to its origiaal condition on or before 45 days foilowing &c data such damage wcurrld.

Section 9.15 Landscadne and Eaetiox Maiatenance, Decorative ground covcr rock in the front and

it will be returned to its origiaal condition on or before 45 days foilowing &c data such damage wcurrld.

Section 9.15 Landscadne and Eaetiox Maiatenance, Decorative ground covcr rock in the front and side yard may not cxcetd lo?? of the total area of the ht and side yard. Gmvllth of grasses in lawns must be properly maintained not to exceed 6 inches in height. All landscaping 14 oo any tot will be properly maintained at all times by the Lot Owner, Each tot Owner will keep all shrubs, trees, grasq and plantings of evwy kind on his Ldt cultivated, pnned, frce of trash, and other unsightly material. All improvements upon any tot wiU at all times be kq in good conditim and repair and adequtely pain& or otherwise maintained by the tot Owner. Declarant, the Association, and the ACC will have rhe right at any reasonable time to mter upon any Lot to replace, maintain, and cultivnte shrubs, &ee, gma, or other plantings as deemed necessary; and to paint, repair, or otherwisb ma& any irnpmvcmcnfs in need thereof, and to charge the cost thereof to the bt Owner. In addition to these general requirements, each ht shall maintain at least two (2) trees.

Section 9.16 etennae, Satellite Dishes and Solar Collector& Except with the written permission of the ACC or as provided herein, no Owner may em or maintain (a) any direct broadmt satellite ("Dl?$") antema greater than one meter (39 inches) in dimekr, or @) my multi-channel multipoint distribution service (wireless cable) ("MMDS") antenna gwkr than one meter (39 inches) in diameter, pmvided, however, such DBS or MMDS antenna being less ~MII one meter in diamebr may be placed in the lmt conspicuous Location on a Lot where an acceptable qdity signal can be received as long as such DBS or

d, however, such DBS or MMDS antenna being less ~MII one meter in diamebr may be placed in the lmt conspicuous Location on a Lot where an acceptable qdity signal can be received as long as such DBS or MMDS antenna is sctaned from view (for aesthetic mom) of any street, alley, pi Common Area ar other public area, unless otherwise approved in writing by the ACC. The installation of any orher antenna1 structure, such a television broadcast service ("TVBS") antenna, will be mounted in the attic of a residential structure unless wribn permission is given by the ACC to place sucll ~ntad structure in another location. Except with the written permission of the ACC, no solar collector panels my be placed on or around the residential structure.

Section 9.17 -0otbes HPnPine Devlces. No clothes hanging devices exterior to a dwelling are to be constructed on the Lot.

Section 9.18 Window Treatmenf. No aluminum foil, reflective film or similar htmcnt will be placed on windows or glass doors. Temporary window treatments must be rmwed within 45 days.

Section 9.19 Limitation on Squaw Feet The minimum square footage area of Units erectid on the Lots will not be less than 1,400 square fed of living area, exclusive of porchcs, garages and other areas not climate controlled.

Section 920 Qil and Minin~ &rations. No oil drilling, oil development operations, oil refining, quarrying or mining operation of any kind will be permitted upon or in any Lot, nor will oil wells, tanks, tunnels, mind excavations, or shafts be permitted upon any Lot. No derrick or ohcr struchve designad for use in boring for oil or natural gas wiIl be erected, mahind or permitted upon any Lot. No tank for the storage of oil or other fluids may be maintained on any of the Lots above the surface of the pund.

e in boring for oil or natural gas wiIl be erected, mahind or permitted upon any Lot. No tank for the storage of oil or other fluids may be maintained on any of the Lots above the surface of the pund.

Postal Service in accordance with the cmt postal authority standards and the approval of the ACC, , JUL. 30. 2004 9:064hl , NO. 0784 P. 57 lines set out in the Plan. Garages may be used as a builWs sales offices prior to permanent occupancy of the main mttmc. Garages may be attached or detached and must conform to the quiranmts and limitations of the Plaa Section 9.23 Setback Lisa No dwelling will be locafed on any Lot nearer to the hnt Lot line or nearer to the side street line than the minimum setback Iines show on the PI&. Notwithstanding the foregoing, &e ACC will he the right and authority to approve wriances from the sctback quiremeats fbr reasohable cause or lo alleviate a hardship; provided however, the ACC may not approve a variance which contradicts the setback requirements of the zoning andlor subdivision ardinan~es of the City unless h City has previously approved the variance. The dofmition ofdwalIing, and the permitted type structures allowed within the setba~k lines will be as set out in the Plan. The aggregate side setback on a lot will be dctennincd by tho sum of the distances between th9 main residential structure and both side proputy lines. Detached gwagcs located to the rear of the main residential stmcture shall not be considered in determining thc aggregate set backs on a lot, homer, no such structure may bc clam than 5 feet to any side property tine.

ocated to the rear of the main residential stmcture shall not be considered in determining thc aggregate set backs on a lot, homer, no such structure may bc clam than 5 feet to any side property tine.

Roof aod eave overhangs shall not be msidaed a part of the main structure for set hack requirements, and will not be considered encroachments or violations of the setback requirements.

Section 924 qthletic and Recreational Facilitie8. Outdoor athletic and recreational facilities such as kketball goals, playscapes, swing sets and sport courts of a permanent nature will not be placed on any street or on any Lot in the Property or the subdivision between the skeet right-of-way and the front of a Unit, and must b~ paved by the ACC pursuant ta Ardcle V. Tmponry facilities may be placed, utihd and removed from view krn tbe street during the caruse of a day.

Saction 9.25 Security. Neighborhood watchman palrule may be provided by independent contractors though the Association, Eom time to time; hawwer, the Association is not responsible for security of the neighborhood or any Unit ad the Owners are exclusively responsible for security fbr home and proparty.

Section 9.26 Jiumiug. Eucept within fireplaces in the main residential dwelling and except for outdm cooking, no burning of anything will be permitted anywhere m the Property.

Section 927 Utilities. Except as to special sheet lighting or other aerial facilities which may be required by the City or by the franchise of any utility wmpany or which may be installed by the Declarant plnsnnnt to its development plan, no aerial utility kilities of any type (except meters, risers, service pedestals, transformas and otber surface installations necessary to maintain or operate appropriate

nnnt to its development plan, no aerial utility kilities of any type (except meters, risers, service pedestals, transformas and otber surface installations necessary to maintain or operate appropriate underground facilities) will be wed or instailed on fhe Pmperty &ether upon individual tots, easements, streets or righbof-way of any typc, either by the utility company or any other person or entity, including, but not limited to, any person awning M acquiring any part of the Property, and all utility service facilities (including, but not Iirnited to, water, sewer, gas, cable, electricity and telephone) will be buried underground unless otherwise required by a public utility. No individual water supply system 01. sewage disposal system will be permitted on any Lof including, but not limited to, water wells, cesapooIs or septic tanks.

Section 9.28 -@tenor Holidav Decoration?. Lights or docorations may be erected on the exterior of Units in commemoration or celebration of publicly obscrved holidays provided that such lights or decorations do not unreasonably disturb tho peaceful enjoyment of adjacent Owners by illuminating bedrooms, creating noise or attracting sight-seers. All lights and decorations that are not permanent fixturts of the Unit which nte part of the original consmction or have been proprly approved as permanent Dedaratjon of Covaxmts, Conditions md Rcstrjctions -Page 17 d\dprkh bmokl JUL. 30. 2004 9: 06AM , improvements by the ACC will be removed within 30 days after the holiday has ended. Christmas decorations or lights may not be displayed prior to November 1st of any year, For other hoIidays, decorations or lights may not be dispkybd more than 3 weeks in advance of the holiday. 'Ihe Association

ecorations or lights may not be displayed prior to November 1st of any year, For other hoIidays, decorations or lights may not be dispkybd more than 3 weeks in advance of the holiday. 'Ihe Association will have tbe right, upon 30 d~ys prior written notice, to enter upon any Lot and susnmady move exterior ligMs or decorations displayed in violation of this provision. The Association, and the individuals removing except m the case of mtglltional misdeeds and gross negtigcncc.

Section 9.29 Construction Activities, This Declaration will not be construed so as to unreasonably intwfere with or pmvent normal construction activities during the cmshction or ~rnodeliag of or rnaking of additions to improvements by a ht Owner (including Declarant) upon any Lot with the Property.

Specifically, no such construction activities will be deemed to constitute a nuisance or a violation of this Declaration by rearon of noise, dust, presence of vehiclcs or construction machinery, of signs or similar activities, provided that such construction is pursued to completion with diligence and conforms to usual construction practices in the area If construction upon any ht does not conform to usual pctkea in dK ma as determined by tfic ACC ir\ its sole pod faith judgment, the ACC will have the authority to obtain an injunction to stop such construction. In addition, if during thc coursc of conmction upon ay Lot, here is an messive accurnuletion of debris of any kind Ulat is offensive ot detrimental to the Propwty or any portion thereof, then the ACC may contract for or cal~se such debris to be removed, and the Lot Owner will be liable for all expenses incurred in cowtion therewith.

t detrimental to the Propwty or any portion thereof, then the ACC may contract for or cal~se such debris to be removed, and the Lot Owner will be liable for all expenses incurred in cowtion therewith.

residential structures (exclusive of eaves, soffits md facia) will be ccmtmcted of at leart 75% masonry rnaterinls. Hardiplank and similar concme based materials shall be considered masonry construction, 'lie Architectural Control Committee of the Homeowners Association may grant variances to this provision to allow for the utilization of mhitsctural elements to vary the "street sceneh front elevations within the neighborhood and such that the resahg structure will not detract fKKn the general appearance of the neighbmhd. However, a minimuin of at least 100% percent of the hrrt exterior wall will be constructed of masonry materials (excluding windm, eaves, doors, otlrer openings and gables) on all residential structures. Open air porch- colonnades, porte cocheres and detnched garages located predominantly to the rear of a main structure shall not be considered street exterior wdls in determining masonry percentages.

DcclaraLion dCov* Conditions and Mctiow - Page 18 d:Wark\knbmokl ~TICLEX PICKETING AND DEMONSTRATIONS NO. 0784 P. 59 By acceptance of the deed to any Lot covered by this Declaration, the Owaw covenants and agrees wth the Owners of dl other Lats within the Property that no her or resident of my Lot will engaga in picketing, protcst marches, sit-in demonstrations, protest speeches or other forms of public pmtcst, including without limitatioq displaying sip or placards within public vim, upon my Lot or within any Common Area,

tcst marches, sit-in demonstrations, protest speeches or other forms of public pmtcst, including without limitatioq displaying sip or placards within public vim, upon my Lot or within any Common Area, easement or street right4f way adjacent to my Lot, or affixed to any vehicle or apparatus upon or adjacent to my Lot. This prohibition will not effect tho right of any person to participate in any other form of public protest conducted outside the area depicted on tho recorded subdivision Plat. No Owner or resident of any Lot will engage in conduct that tends to vilify, ridicule, denigrate, or impugn the character of any other Owner or resident if such conduct occurs on any Lot, Common Area easement or street depicted on the subdivision Plat Wh Owner, by acceptance of the deed to my Lot, will be deenied to have meptixl tho foreping prohibitions as reasonable Limitations on his const&tionai nght of free speech, and to recognize and ap that all Owners have the right to the peaceful enjoyment of tkii property; the right of privy, the right to practice their own religion; the Worn of rusaciation: and the right to enpge in a profession, business or lifestyle of their own choosing provided that the conduct of such profession, business or lifestyle is not illegal and does nat otherwise violate any provision of this Decl~rhtion, ARTICLE XI ANNEXATION Section 11.1 Annexmtion bv Declmtmnt. At any time during tho initial term of this Declaration, the Declnmnt may, at its sole option, annex additional proparty illto the As60ciah'on to be subject to the terms breof to the same extart as if originally included herein and subject to such other term, covenants, conditions, basements and restrictions as may be imposed thereon by Declruabt, pmvided that the

rms breof to the same extart as if originally included herein and subject to such other term, covenants, conditions, basements and restrictions as may be imposed thereon by Declruabt, pmvided that the annexation will be governed by the following rules: (a) PHANA AD-, klarant will submit a written request fir approval of any annexation under this Secu'on to the Federal Housing Admiaon ("FHA") and the VeCerans Administration (TAW), accompanied by a wpy of the Declaration of Annexation, Any proposed annexation must be (9 lirnited to a defined are&, (ii) in accordance with s general ph filed with VA, and (iii) approved by the VA and FHA.

(b) Cohsent ~r Joinder Not Reuuired. No consent or joinder of any Class A member or other party except the mrd owner of he land being annexed will be necessary to effect any annexation made pumt to this Won.

(c) Declaration of Adnexation. Annexation shall bc evidenced by a written Declaration of bxation executed by Declarant setting forth the Iepl description of the property being annwcd and any specific restrictive covenants to be applied to such annexed property.

&don 113 Annernfion bv Actton of Memben. At my time the Board of Directors may request approval of the membership for the amexdon of additional property into the Association to be subject to all of the terms of this Declaration to the same extent as if originally included herein No such annexation shall be effective unless approved in writing by members entitled to cast two-thirds (2/3) of he votes in each class of membership, and by FHA aad VA as set forth iu pJbsdon 1 I .l(a) above. Any property that JUL. 30. 2004 9 : 06AY NO. 0784 P. 60 is not obsaed by Declarant may be md hereto according t~ the foregoing qukments; provided,

y FHA aad VA as set forth iu pJbsdon 1 I .l(a) above. Any property that JUL. 30. 2004 9 : 06AY NO. 0784 P. 60 is not obsaed by Declarant may be md hereto according t~ the foregoing qukments; provided, homer, that no such annexation shall be effective without the consat nnd joinder of the owners of the property to be annexed. Such Yrnexatim must be evidenced by a Declaration of Annexation, as set forth in subsection ll.l(c) above, executed by the parties herein described.

Seetion 113 No Dotv to Anna Nothing hmin contained shall edlish any duty or obligstion on the par! of the Declsrant or my member to annex my property into the Associstion, and no owner of property excluded hm the Association shall have my right in have such property annexd thereto.

owned by Declarant for purposes of CIass B membership status accordjug tp_Section 2.7, the td number of Lots covd by the Association, including ail Lots annexed thmto, will be considered If Class B membership has previously lapsed but annexation of additional pmprrty restores the mtio of Lots owned by Dgclarzutt to the number required for C1w B membership, such Class B membership will tx: reinstated until it expires pursuant to the terms of Section 2.7.

Won 124 Enfomment, The Association or any Owner will have the right b enforce, by any pmecding at law or in quity, all restrictions, conditiong, covenants, reservations, liens and charges imposed now or in the future by the provisions of this Declaration. Failure of the Association or any Owner to enforce any covenant or restriction of this Declaration will m no event be desrned a waiv~ of the right to do so in the future.

ovisions of this Declaration. Failure of the Association or any Owner to enforce any covenant or restriction of this Declaration will m no event be desrned a waiv~ of the right to do so in the future.

Section 12.2 Remedies. In the went of any default by any Owncr under the provisions of tbis Declaration, the By-lsws or the rules and regulations of the Associatian, thc Association and any Ownw will hove cwh and all of the rights and medies which may be provided for in this Daclmtion, tha By-laws and said rulm and regulationq and those which may beavailable nt law m in equity, and may prosecute any action or other proceedings against such defaulting Owner and/or dhers for enforcemat of my lien, statutory or othenvis inchding foreclosun of such lien and the appointment of a receiver for the Lot and ownership inhrest of such Omr, or fbr damages or injunction, or specific perfomancq or fbr judgment for payment of money and collection them% or for any combiion of medies, or for any other relief.

No remedies herein provided or available at law or in equity will be deemed mutually exclusive of any other such romedy. All expenses of the Association in connection with any such actions or proceedings, including court costs and attorneys' fees and other fees and expenses, and all damages, Liquidated or ohenvise, togethsr with inmest thereon at tbe maximum rate permined by law but, with referents to any Lots fmancd by FHA in& loans, not in excess of the maximum rate of FHA loans at thB time of delinquency, from the due date untiI paid, will be charged to and assessed against such dehdting Owner, and will k added to and hed part of his respective regular assessment (to the same extent as the lien

quency, from the due date untiI paid, will be charged to and assessed against such dehdting Owner, and will k added to and hed part of his respective regular assessment (to the same extent as the lien provided herein for unpaid assessments) upon the Lot and upon all of his additions md improvements thereto, and upon aU of his pead property upon tbe Lot. Any and all of such rights and remedies may ba exercised at my time and fn>m time to time, cumulatively or otherwise, by the Association or any Ownor.

Section 123 Tern and Amendmcnta. The covenants and TWbiEtiOns of this Declaration will run with and bind the land hr a term of 30 years from the date this Declaration is recorded, after which time they Declamtioa of GovenhMs, Cocrditiw and Rcsrrictions - Pap 20 d:tcld\bcnbmk I will be autbmatically extended for successive periods of 10 years each, unless 75% of the votes outstanding will have voted to tmhatu thc covenads and restrictions of this Declaration upon the expiration ofthe initial 30-year period or any srtension thereof, which terminstion will ba by wriften instrument signed by 75% of the Owners and properly recorded in Willimson County, Texas, This Declaration may be ammded during the first 30-year period by an instrument signed by not less than 66.67% of the Owners and by the Declaranc except as provided below. Any amcndmmt must be recorded. Notwithskinding my prdons hmof to the conbay, the Declnrard may, at its sole discretion and without consent being nquired of any other party, modify, amend or repeaf this Declaration (i) at my time prior to the closing of &e sale of the first Lot covered hereunder, provided said ammdmenf modification or repeal is in writing and properly

ty, modify, amend or repeaf this Declaration (i) at my time prior to the closing of &e sale of the first Lot covered hereunder, provided said ammdmenf modification or repeal is in writing and properly recorded in Williamson Comty, Texas, and (ii) at any time to cause thw declaratiq covenants and restrictions to meet HUD, FHA andor VA requimnents for qualified subdivisions. Declarant further reserves, (a) prior to the closing of tho sales of all of the Property, all rights which may be necessary to deal with the Property, including the right to vacate, amend or mdi the Plat of the bper&y, and @) the right at any time to amend this Declaration in order to conect scriveners' cKors. Amendments will be subject to pn'or approval by FHA and VA if any Lot covered hereunder is encumbered by an FHA or VA mortgage 10m Sedan 12.4 -, Jnvali~cm of any one of these covenants or mtdctions by judgment w court order will in no way affect my other provisions which will main, in full force and effect -&ctisn 125 ,mehts and Obli~atiow. The provisions of this Declaration and the Articles of Incorporation and By-laws and the rights and obligations established thmby will be deemed to be covenants running with the land and will inure to the benefit of; acid be binding upon, each and all oftke OwIlors and their respective heirs, representatives, succassoci, assigns, purchasers, grantees and mortgagees.

By the recording or the acceptance of a deed conveying a Lot or my ownership interest in the Lot whatsoever, the person to whom such Lot or interest is conveyed will be deemed to accept and sgree to be bound by and subject to all of the provisions of this hlaration and the Articles of Incorporation and Bylaws, whether or not mention thereof is made in said deed.

be deemed to accept and sgree to be bound by and subject to all of the provisions of this hlaration and the Articles of Incorporation and Bylaws, whether or not mention thereof is made in said deed.

Section 12.6 WA AUDWIPBI. If there exists a Class B membership, the hilowing actions will require approval of the Federal Housing Adminidon and the Veterans Administration, as applicable: (1) mortgaging w conveyance of Common Areas, (2) mncutiw of additional properties into the Association, (3) amendment of this Declaration or the Articles of Incorporation or By-laws of tba Association except 1Z(3)(b), and (4) dissolutim of the Association.

Section 12.7 Gender, All personal pronouns utd in this Declaration, whether used in the masculine, feminine or neuter gendcr, will include all other genders, and the singular will include the plural, and vice versa.

Seetion 12.8 Eieadibea. The headings contained in this Declaration are for reference purposes only and will not in any way affect the meaning or intapretaxion of this Declaration.

Section 12.9 conflictq. In the event of conflict between the tmns of this klaration and any By-laws, rules, regulations or Articles of Incorporation of &e Association, this Declaration will contr~l.

_S,ection 12.10 Partial Invaliditv, The invalidation of any one of these covenants by judgment or court order will in no way nffi any of the other provisions, which will remain in fill force and effect.

Drr1aAon of Corm& Conditions and Reaictiuns - Pap 21 , JUL. 30. 2004 9:07AM NO. 0784 Pa 62 IN \mS WBEREOF, the Declmr has caused this instrument to be executed on its bcbalf, attested rind its corporate seal ta be hereunto aff~ed as of the day and year first above written.

NAME: JOHN LLOYD TITLE: GENERAL PARTNER

sed this instrument to be executed on its bcbalf, attested rind its corporate seal ta be hereunto aff~ed as of the day and year first above written.

NAME: JOHN LLOYD TITLE: GENERAL PARTNER STATE OF TEXAS r t COW OF TRAVIS t This instmment was acknowledged before me on this /@day ofdP, ,2002, by JOHN LLOYD, GENERAL PARTNER of BWROOK PROPERTIES, LTD., a Texas Iskited partnership, on behalf of said partneship. . 1. - # Dzclm-on of Covcnunta Conditions md Pcwictlons - Page 22 d :bbk\benbmk 1 I- wn w.3 JUL, 30. 2004 9:07AM NO. 0784 P. 64 Ho.

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7 93S , Tye, ’ a JUL. 30. 2004 9:08AM wy) JUL. 30. 2004 9:08AM rr- nut w ~CIU mnK W Ir-M -urnMnppcsan LLY(ll*W. U6x-m ub -1 wn. m .c ani w Cull mM C\Ol- NO. 0784-P. 67 1 RECORDERS MEMORANDUM All or pm of the rmt on this pagc ms not BENBROOK RANCH I SHEET 5 SECTION ONE I . E I PHASE ONE 21-10-94-1 =A Put da.

JUL. 30. 2004 9:09AM NO. 0784 P. 68 01-08-@k%:32 M 2003001716 TWY $63.00 NANCY E. RISTER #CO!./NTY CLERK LIILLIrn MXIHT . TMfcS NOW-83-2004 15: 55 . MILBURN HOMES a' i , -. 95 QDHIT~TLE ASSIGNMEhT OF DECLARAKT'S RIGHTS AKD -4lWENDIKENT TO AME-NDED AND RESTATED DECLARATION OF COVE-N.4NTS. CONDITIONS AND RESTRICTIONS This Assignment of Dcclarant's Rights and Amendment to Axnended and Restated Declaration of Covenants, Conditions and Restrictions (this "Assignment") is made by BENBROOK PROPERTIES, LTD., a Texas limited partnership ("Assignor"), and COhTINENTAL HOlCIES OF TEXAS, L.P., a Texas limited partnership ("Assignee"), and is as follows: RECITALS

signment") is made by BENBROOK PROPERTIES, LTD., a Texas limited partnership ("Assignor"), and COhTINENTAL HOlCIES OF TEXAS, L.P., a Texas limited partnership ("Assignee"), and is as follows: RECITALS A. Assignor is the current "Declarant" under that certain Amended and Restated Declaration of Covenants. Conditions and Restrictions - Renbrook Ranch, recorded under Document B. Assipor desires to transfer and assign all of its rights, title, and interest as Declarant under the Deed Restrictions to Assignee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assibglee agree as fallows: 1. Transfer and Assienment of Declarant's Riht~. Assignor does hereby grant, sell, set over, transfer, and assign to Assignee, its successors and assigns, all of Assignor's right, title, interest, powers, privileges, benefits, and obligations as Declarant under the Deed Restrictions. Assignee shall hereinafter have all rights to act and exercise all rights, powers, privileges, benefits, and obligations as the Declarant under the Deed Restrictions.

2. Amendment to Declarations. Assignor, as Declarant, does hereby modify and amend thc ' Deed Restrictions to substitute in its place, Assignee, as the 'Declarant" far all intents and purposes.

Assignet: shall hereinafter have all rights to act and exercise all rights, powers, privileges. bendits, and obligations as the Deciarant under the Deed Restrjctions.

3. No Other Chanpes. Except as specifically set forth in this Assiprent, the terms and provisions of the Deed Restrictions shall remain unmodified, and the Deed Restrictions are hereby

d Restrjctions.

3. No Other Chanpes. Except as specifically set forth in this Assiprent, the terms and provisions of the Deed Restrictions shall remain unmodified, and the Deed Restrictions are hereby confirmed as being in fi11l force and effect as amendcd herein.

4, Survival of Provisions. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

5. Captions. The captions of sections in this PLssignment are for convenient reference only and are not to be construed in any way as part of this Assignment.

[signature page follows] NOU-03-2084 15:56 MILBURN HOMES After Recording Return To: Robert D. Burton Afinbrust & Brown, L.L.P.

100 Congress Ave., Suite 1300 Austin, TCXS 78701 FILED QND RECORDED OFFICIflL PUBLIC RECORDS 2804b47742 . -.

06j18/2004 10:35 Q~I CARRILL0 S18.W WNCY E. RISTER, cown CLERK U1l-L KAflSON COUNTY, TEXUS