DCCR for Glenwick

DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR GLENWICK. An Addition of the Town of Sunnyvale Dallas County, Texas

TABLE OF CONTENTS

ARTICLE 1 - DEFINITIONS 1.1 Association 1 1.2 Areas of Common Responsibility 2 1.3 City or Town 2 1.4 Declarant 2 1.5 Home or Dwelling 2 1.6 Lienholder or Mortgagee 2 1.7 Lot 2 1.8 Member 2 1.9 Open Space 2 1.10 Owner 2 1.11 Property, Premises or Development 3 1.12 Subdivision Plat 3

ARTICLE II PROPERTY SUBJECT TO THIS DECLARATION 2.1 Property 3 2.2 Additions to the Property 3

ARTICLE III GLENWICK HOMEOWNERS ASSOCIATION, INC. 3.1 Establishment of the Associations 4 3.2 Board of Directors 4 3.3 Adoption of By-Laws 4

ARTICLE IV MEMBERSHIP AND VOTING RIGHTS 4.1 Membership 4 4.2 Voting Rights 4 4.3 No Cumulative Voting 5 4.4 Conduct of Affairs Prior to Incorporation 5

ARTICLE V COVENANT FOR ASSESSMENTS 5.1 Creation of the Lien and Personal Obligation of Assessments 5 5.2 Purpose of Assessments 5 5.3 Basis and Maximum of Annual Assessments 6 5.4 Special Assessments 6 5.5 Notice and Quorum for any Action Authorized Under Sections 5.3 And 5.4 6 5.6 Uniform Rate of Assessment 6 5.7 Date of Commencement of annual Assessments: Due Dates 7 5.8 Effect of Non-Payment of Assessments: Remedies of the Association 8 5.9 Transfer Fees 9 5.10 Subordination of the Lien to First Lien Mortgages 9 5.11 Management Agreements 9 5.12 Insurance Requirements 10 ARTICLE VI OPEN SPACE

6.1 Use of Open Space 10 TABLE OF CONTENTS (continued)

6.2 Title to the Open Space 10

ARTICLE VII ARCHITECTURAL REVIEW COMMITTEE 7.1 Construction 11 7.2 Plans and Specifications 11 7.3 The Committee 12

ARTICLE VIII CONSTRUCTION OF IMPROVEMENTS AND USE OF LOTS 8.1 Residential Use 12 8.2 Single-Family Use 12 8.3 Garage Required 12 8.4 Restrictions of Re-Subdivision 13 8.5 Driveways 13 8.6 Uses Specifically Prohibited 13 8.7 Minimum Floor Area 16 8.8 Building Materials 16 8.9 Side Line and Front Line Setback Restrictions 16 8.10 Waiver of Front Setback Requirements 16 8.11 Fences and Walls 17 8.12 Sidewalks 17 8.13 Mailboxes 17 8.14 Chimney Flues 17 8.15 Windows 17 8.16 Landscaping 17

ARTICLE IX - MAINTENANCE 9.1 Open Space and Areas of Common Responsibility 17 9.2 Duty of Maintenance 17 9.3 Destruction of Improvements of Individual Lots 18 9.4 Enforcement 18

ARTICLE X GENERAL PROVISIONS 10.1 Easements 18 10.2 Enforcement 19 10.3 Severability 19 10.4 Term 19 10.5 Amendments 19 10.6 Gender and Grammar 19 10.7 Enforcement 20 10.8 Notices to Member/Owner 20 10.9 Headings 20 10.10 Formation of Association: Inspection of Documents Books and Records 20 10.11 Indemnity 20 10.12 Failure of Association to Perform Duties 21 10.13 Disputes 21 10.14 Disclaimer of Usury 21

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

FOR GLENWICK

AN ADDITION OF THE TOWN OF SUNNYVALE, TEXAS

THE STATE OF TEXAS

KNOW ALL MEN BY THESE PRESENTS COUNTY OF DALLAS

THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (the Declaration), made on the date hereinafter set forth by the HSM DEVCO, LTD., a Texas Limited Partnership, (Declarant), for the purpose of evidencing the covenants, conditions and restrictions contained herein.

WITNESSETH:

WHEREAS, Declarant is the owner of certain 50.45 Acre Tract of land, more or less, located in the Town of Sunnyvale, County of Dallas, State of Texas and more particularly described on Exhibit A attached hereto and made a part hereof (the property);

WHEREAS, Declarant desires to create an exclusive residential community to be known as GLENWICK on the Property and such other property as may be added thereto pursuant to the terms and provisions of this Declaration;

NOW THEREFORE, Declarant hereby declares that all of the Property described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of the Property. These easements, covenants, restrictions and conditions shall run with the Property and be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of Declarant and each Owner (hereinafter defined) thereof.

ARTICLE I: DEFINITIONS

1.1 ASSOCIATIONS. Associations shall mean and refer to the GLENWICK HOMEOWNERS ASSOCIATION, INC. a Texas not-for-profit corporation to be established for the purposes set forth herein, its successors and assigns, the vehicle and agency which will have the power, duty and responsibility of maintaining and administering the Areas of Common Responsibility, collecting the disbursements and charges hereinafter prescribed, and administering and enforcing this Declaration. The Association shall, commencing on the date of recordation of this Declaration and continuing for an indefinite period of time, exist as an unincorporated association; at a point in time deemed appropriate by the Declarant, consistent with the objectives herein and the circumstances then existing, the Declarant will cause the Association to be incorporated as a non-profit corporation under the name set forth above (or another name depending on availability).

1.2 AREAS OF COMMON RESPONSIBILITY. Areas of common Responsibility shall mean those Lots or Tracts noted as Open Space, all as shown on the Subdivision Plat or Plats (hereinafter defined) of the Property, and such other improvements, common areas or tracts, if any, including screening walls and fencing within such common areas, entrance monuments and signs and right-of-way landscaping, as may be designated by the Declarant or the Board of Directors (herein so called) of the Association.

1.3 CITY OR TOWN. City or Town shall mean the Town of Sunnyvale, Texas.

1.4 DECLARANT. Declarant shall bean and refer to HSM Devco, Ltd., a Texas Limited Partnership and its successors and assigns, where Declarant has expressly provided for the transfer and assignment of its rights as Declarant hereunder. No person or entity purchasing one or more Lots (hereinafter defined) in the ordinary course of business shall be considered as Declarant.

1.5 HOME OR DWELLING. Home or Dwelling shall mean a single-family residential unit constructed on a Lot being a part of the Property, including the parking garage utilized in connection therewith and the Lot upon which the Home is located.

1.6 LIENHOLDER OR MORTGAGEE. Lienholder or Mortgagee shall mean the holder of a first mortgage lien, either on any Home and/or any Lot.

1.7 LOT. Lot shall mean and refer to a portion of the Property designated as a Lot on the Subdivision Plat of the Property, excluding common areas, streets, alleys and any Area of Common Responsibility. Where the context requires or indicates, the term Lot shall include the Home and all other improvements which are or will be constructed on the Lot.

1.8 MEMBER. Member shall mean and refer to every person or entity that holds membership in the Association. The Declarant and each Owner shall be a Member.

1.9 OPEN SPACE. Open Space shall mean the areas of land which shall be owned by the Association and are designated as such on the recorded Subdivision Plats of the Property.

1.10 OWNER. Owner shall mean and refer to the record Owner, other than Declarant, whether one (1) or more persons or entities, of a fee simple title to any Lot and shall include the fee owner and homebuilder, but shall exclude those having such interest merely as security for the performance of an obligation. However, the term Owner shall include any lienholder or Mortgagee who acquires fee simple title to any Lot which is a part of the Property, through deed in lieu of foreclosure or through judicial or non-judicial foreclosure.

1.11 PROPERTY, PREMISES OR DEVELOPMENT. Property, Premises or Development shall mean and refer to all of that certain real property to be known as GLENWICK, (PHASE ONE AND PHASE TWO), being that tract as described on Exhibit A hereto and made a part hereof for all purposes, and additions or deletions thereto as permitted by this Declaration.

1.12 SUBDIVISION PLAT. Subdivision Plat shall mean or refer to the map or plats of the Property which has been or will be filed in the Map or Plat Records of county or counties in which the Property is located, and as same may be amended from time to time.

ARTICLE II: PROPERTY SUBJECT TO THIS DECLARATION

2.1 PROPERTY. The Property is, and shall be, held, transferred, sold, conveyed, and occupied subject to this Declaration. Every Owner shall be responsible to the Association and to the other Owners for the conduct of his family, guests, employees, agents, contractors, tenants and its tenants family, guests, employees, agents and contractors on the Property and their compliance with the provisions of this Declaration. Nothing contained in this Declaration shall be understood or construed to prohibit or interfere with any rights, reservations or easements expressly granted herein to Declarant.

2.2 ADDITIONS TO THE PROPERTY. Additional Land(s) may become subject to this Declaration in any of the following manners:

(a) The Declarant may add or annex additional real property, whether residential property, Areas of Common Responsibility or otherwise, to the scheme of this Declaration, without the consent of the Members, by filing of record a Supplementary Declaration of Covenants, Conditions and Restrictions (a Supplementary Declaration) which shall extend the scheme of this Declaration to such property.

(b) In the event any person or entity other than the Declarant desires to add or annex additional real property to the scheme of this Declaration, such annexation proposal must have the prior written consent and approval of the majority of the outstanding votes of the Association, regardless of class.

(c) The annexations authorized by this Declaration shall be accomplished by executing and filing of record in the office of the county clerk of the county in which the Property is located a Supplementary Declaration or similar instrument with respect to the additional real property which shall extend the plan of this Declaration to such real property. Any Supplementary Declaration may contain such additions, deletions and/or modifications with respect to the additional property to the provisions of this Declaration as are not substantially inconsistent with the plan of this Declaration. In no event, however, shall any such Supplementary Declaration modify or add to the provisions of this Declaration as same relate to and affect the Property previously subject to this Declaration. Further, the rate of Assessment for and method of determining the assessed valuation of the annexed property shall not result in an Assessment substantially less than that affecting the Property previously subject to this Declaration, unless such annexed property and the owners thereof do not enjoy substantially all of the benefits of the Owners of the Property previously subject to this Declaration. Any additions made pursuant to subsections (a) and (b) of this Section 2.2, when made, shall automatically extend the jurisdiction, functions, duties and membership of the Association to the properties added.

ARTICLE III: GLENWICK HOMEOWNERS ASSOCIATION, INC.

3.1 ESTABLISHMENT OF THE ASSOCIATION. The formal establishment of the Association will be accomplished by the filing of the Articles of Incorporation of the Association with the Secretary of the State of Texas and the subsequent issuance by the Secretary of State of the Certificate of Incorporation of the Association.

3.2 BOARD OF DIRECTORS. The affairs of the Association shall be administered by a Board of Directors which shall consist of a minimum of three (3) members. The initial Board of Directors shall be appointed by Declarant, and as long as Declarant owns any Lot subject to this Declaration, Declarant shall be entitled to remove existing members from and appoint replacement members to the Board of Directors. After the Declarant no longer owns any Lot subject to this Declaration, the removal and appointment of the members of the Board of Directors shall be governed by the By-Laws for the Association.

3.3 ADOPTION OF BY-LAWS. By-Laws for the Association will be established and adopted by the Board of Directors of the Association.

ARTICLE IV: MEMBERSHIP AND VOTING RIGHTS

4.1 MEMBERSHIP. Declarant, during the time it owns any Lots, and each person or entity who is a record Owner of a fee or undivided fee interest in any Lot shall automatically be a Member of the Association when created and each Owner must remain a member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one (1) membership. Membership shall be appurtenant to and may not be separated from any ownership of any Lot which is subject to assessment by the Association. Transfer of ownership, either voluntary or by operation of law, shall terminate such Owners membership in the Association, and membership shall then be vested in the transferee; provided, however, that no such transfer shall relieve or release such Owner from any personal obligation with respect to Assessments which have accrued and remain unpaid prior to such transfer.

4.2 VOTING RIGHTS. The Association shall have two (2) classes of voting membership:

(a) Class A. The Class A Members shall be all Owners. The Class A Members shall be entitled to one (1) vote for each Lot owned. When more than one (1) person holds an interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot. (b) Class B. The Class B Member shall be Declarant or its successors or assigns. The Declarant shall be entitled to ten (10) votes for each Lot it owns. Declarant shall cease to be a Class B Member and become a Class A Member entitled to one (1) vote for each Lot owned by Declarant when the total Class A votes outstanding EXCEED the total Class B votes of Declarant.

4.3 NO CUMULATIVE VOTING. At all meetings of the Association, there shall be no cumulative voting. Prior to all meetings, the Board of Directors of the Association shall determine the total number of votes outstanding and entitle to vote by the Members.

4.4 CONDUCT OF AFFAIRS PRIOR TO INCORPORATION. During the period of time that the Association is unincorporated, the Declarant shall have the sole right and option to prescribe reasonable procedures for the meetings (if any) of the Members, provided, however, that prior to incorporation, without the approval of the Declarant, no Member (other than Declarant) shall have a right to vote on any matter, or to call any meetings of the Members of the Association. Except as specifically set forth in this Declaration, notice, voting and quorum requirements for all action to be taken by the Association (as an incorporated entity) shall be consistent with its Articles of Incorporation and By-laws, as the same may be amended from time to time.

ARTICLE V: COVENANT FOR ASSESSMENTS

5.1 CREATION OF THE LIEN AND PERSONAL OBLIGATION OF ASSESSMENTS. Each Owner of Lot by acceptance of a deed therefor, whether or not it shall be expressed in any such deed or other conveyance, covenants and agrees to pay to the Association: (i) annual assessments or charges for maintenance, taxes and insurance, (ii) special assessments for capital improvements, (iii) individual special assessments levied against individual Owners to reimburse the Association for the extra cost for maintenance and repairs caused by the willful or negligent acts of the individual Owner and not caused by ordinary wear and tear, and (iv) a Transfer Fee (hereinafter defined) upon the closing of the sale of such Lot to such Owner (other than Declarant and home builders). Such assessments (collectively, the Assessments) are to be fixed, established and collected as provided herein. Assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the Lot and shall be secured by a continuing lien which is hereby created and impressed for the benefit of the Association upon the Lot against which each such Assessment is made. Each such Assessment, together with such interest costs and reasonable attorneys fees shall also constitute a personal obligation of the person or entity who was the record Owner of such Lot at the time of such Assessment. The personal obligation for delinquent Assessments shall not pass to successors in title unless expressly assumed by such successors, however the lien upon the Lot shall continue until paid.

5.2 PURPOSE OF ASSESSMENTS. The Assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the Owners of the Lots, the improvement and maintenance of the Areas of Common Responsibility and any other property designated by the Association, and for the performance and/or exercise of the rights and obligations of the Association arising hereunder. Assessments shall include, but not be limited to, funds to cover actual Association costs for all taxes, insurance, repair, replacement, maintenance and other activities as may from time to time be authorized by the Board of Directors; legal and accounting fees, and any fees for management services; expenses incurred in complying with any laws, ordinances or governmental requirements applicable to the Association or the Property; reasonable replacement reserves and the cost of maintaining other facilities, including, but not limited to, mowing grass, grounds care, sprinkler system, landscaping, and other charges required or contemplated by this Declaration and/or that which the Board of Directors of the Association shall determine to be necessary to meet the primary purpose of the Association, including the establishment of a reserve for repair, maintenance, and other charges as specified herein.

5.3 BASIS AND MAXIMUM OF ANNUAL ASSESSMENTS.

(a) Until January 1st of the year next following the conveyance of the first Lot to an Owner, the maximum regular annual Assessment shall be $250 per Lot.

(b) From and after January 1st of the year next following the conveyance of the first Lot to an Owner, the maximum regular annual Assessment may be increased by an amount up to fifteen percent (15%) over the preceding years maximum regular annual Assessment solely by the Board of Directors. Any increase over and above fifteen percent (15%) of the previous years maximum regular annual Assessment shall be done only by the prior written approval of sixty-six and two-thirds percent (66 2/3%) of the outstanding votes (determined pursuant to Section 4.2 hereof) held by the Members at a meeting at which a quorum is present.

5.4 SPECIAL ASSESSMENTS. In addition to the regular annual Assessment authorized above, the Association my levy, in any assessment year, a special Assessment applicable to that year only, for the purpose of defraying, in whole or in part, the costs incurred by the Association pursuant to the provisions of this Declaration, provided that any such special Assessment shall have the prior written approval of sixty-six and two-thirds percent (66 2/3%) of the outstanding votes (determined pursuant to Section 3.2 hereof) held by the Members at a meeting at which a quorum is present. Any special Assessment shall be prorated based on the period of time the Owner owns the Lot during such year.

5.5 NOTICE AND QUORUM FOR ANY ACTION AUTHORIZED UNDER SECTIONS 5.3 AND 5.4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 5.3 and 5.4 hereunder shall be given to all Members not less than ten (10) days nor more than twenty (20) days in advance of such meeting. At such meeting, the presence of Members or of proxies entitled to cast sixty percent (60%) of all the votes entitled to be cast by the Members of the Association shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirements and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting.

5.6 UNIFORM RATE OF ASSESSMENT. Both the regular annual and any special assessments shall be assessed at a uniform rate for all Lots, and shall commence and be due in accordance with the provisions of Section 5.7 hereof. Each Owner shall pay one hundred percent (100%) of the established Assessment for each Lot owned. Declarant shall pay twenty-five percent (25%) of the established Assessment for each Lot it owns.

5.7 DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS: DUE DATES.

(a) The obligation to pay regular annual assessments provided for herein shall commence on the first day of January of the first year next following Declarants conveyance of a Lot to an Owner. The Assessments shall be due on such payment dates as may be established by the Association. Assessments shall be due and payable on a semi-annual basis unless otherwise designated by the Association.

(b) As long as Declarant is a Class B Member pursuant of Section 4.2 hereof, Declarant shall pay any deficiency arising as a result of the costs incurred by the Association in fulfilling its obligations hereunder exceeding the amount of Assessments payable by the Owners; provided, however, in such event, Declarant shall not otherwise be required to pay Assessments as per section 5.6 above with respect to Lots owned by Declarant; and further provided, however, in no event shall Declarant be required to pay an amount which is in excess of one hundred percent (100%) of the established regular annual Assessment for each Lot it owns. Notwithstanding any provision contained herein to the contrary, the amount of the deficiency which Declaraant is responsible for pursuant to the preceding sentence shall not include any deficiency or deficit resulting from or attributable to the amount of delinquent Assessments which are due and owing by any Member to the Association (a Member Delinquency); however, the Declarant may, at the Declarants option, advance to the Association such amounts as may be necessary to fund any Member Delinquency and the amount thereof, together with interest thereon at the rate of twelve percent (12%) per annum, shall be a demand obligation owing by the Association to the Declarant, and may be deducted by the Declarant from any of the Associations funds in the possession of Declarant, or may be offset against Declarants future obligations with respect to Assessments. When Declarant becomes a Class A Member, (i) Declarant shall not be responsible for payment of any deficiency outlined above, and (ii) upon the next occurring regular or special Assessment, Declarant shall at that time commence making such regular annual and/or special Assessments pursuant to Sections 4.3 and 5.4 hereof calculated on the number of Lots Declarant then owns. (c) The regular annual Assessment for the first Assessment year shall be fixed by the Association prior to the sale of the first lot to an owner. Except for the first Assessment year, the Association shall fix the amount of the annual Assessment at least thirty (30) days in advance of each Assessment year, which shall be on a calendar year basis; provided, however, that the Association shall have the right to adjust the regular annual Assessment upon thirty (30) days written notice given to each Owner, as long as any such adjustment does not exceed the maximum permitted pursuant of Section 5.3 hereof. Written notice of the regular annual Assessment shall be given as soon as is practicable to every Owner subject thereto. The Association shall, upon demand at any time, furnish a certificate in writing signed either by the President, Vice President or the Treasurer of the Association setting forth whether the annual and special Assessments on a specified Lot have been paid and/or the amount of any delinquency. A reasonable charge may be made by the Association for the issuance of these certificates. Such certificates shall be conclusive evidence of payment or delinquency of any Assessment therein stated. (d) No owner may exempt himself from liability for Assessments by waiver of the use or enjoyment of any portion of the Development or Open Space or by abandonment of such Owners Home.

5.8 EFFECT OF NON-PAYMENT OF ASSESSMENTS: REMEDIES OF THE ASSOCIATION.

(a) All payments of Assessments shall be made to the Association at its principal place of business in Dallas, County, Texas, or at such other place as the Association may otherwise direct or permit. Payment shall be made in full regardless of whether any Owner has any dispute with Declarant, the Association, any other Owner or any other person or entity regarding any matter to which this Declaration relates or pertains. Payment of the Assessments shall be both a continuing affirmative covenant personal to the Owner and a continuing covenant running with the Property. All Assessments together with late charges, service charges and interest thereon, shall be a continuing debt secured by and there is hereby impressed a lien against each of the Lots to secure repayemnt of the Assessments and such other sums.

(b) Any Assessment provided for in this Declaration, which is not paid when due, shall be delinquent. If any such Assessment is not paid within fifteen (15) days after the due date of such Assessment, the Assessment shall bear interest from the date of delinquency, until paid at the maximum rate per annum allowed by law or eighteen percent (18%) per annum, whichever is less, and in addition thereto, a late charge may be assessed by the Board of Directors against the non-paying Owner for each month that any portion of any Assessment remains unpaid. The initial late charge shall be $20.00. Such amount may be adjusted from time to time by the Board of Directors. The Board of Directors may also assess a service charge in the amount of $25.00 for each check that is returned because of insufficient funds, which amount shall also be subject to adjustment from time to time by the Board of Directors. The Association may, at its option, bring an action at law against the Owner personally obligated to pay the same; or, upon compliance with the notice provisions hereof, foreclose the lien against the Lot as provided in Subsection 5.8(d) hereof. There shall be added to the amount of such Assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such judgement shall include accrued interest and reasonable attorneys fee, together with the costs of such action. Each Owner vests in the Association or its assigns, the right and power to bring all actions at law or in equity foreclosing such lien against an Owner, and the expenses incurred in connection therewith, including interest, costs and reasonable attorneys fees shall be chargeable to the Owner in default. Under no circumstances, however, shall Declarant or the Association to be liable to any Owner or to any other person or entity for failure or inability to enforce or attempt to enforce the collection of any Assessment.

(c) No action shall be brought to foreclose said Assessment lien or to proceed under the power of sale herein provided in less that thirty (30) days after the date a notice of claim of lien is deposited with the postal authority, certified or registered, postage prepaid, the Owner of said Lot, and a copy thereof is recorded by the Association in the Office of the County Clerk of the county or counties in which such Lots is located. Said notice of claim must recite a good and sufficient legal description of the Lot, the record Owner or reputed Owner thereof, the amount claimed (which may, at the Associations option, include interest on the unpaid Assessment at the maximum legal rate, plus reasonable attorneys fees and expenses of collection in connection with the debt secured by said lien), and the name and address of the Association.

(d) Any such sale provided for above is to be conducted in accordance with the provisions applicable for the exercise of powers of sale in mortgages and deeds of trust, as set forth in Section 51.002 of the Property Code of the State of Texas, or in any other manner permitted by law. Each Owner, by accepting a deed to a Lot, expressly grants to the Association a power of sale as set forth in said Section 51.002 of the Property Code, in connection with the Assessment lien. The Association, through duly authorized agents, shall have the power to bid on the Lot at foreclosure sale and, upon successful bid at such sale, acquire and hold, lease, mortgage and convey the same.

(e) Upon timely curing of any default for which a notice of claim of lien was filed by the Association, the officers of the Association are hereby authorized to file or record, as the case may be, an appropriate release of such notice, upon payment by the defaulting Owner of a reasonable fee, to be determined by the Association for the preparation and recording the lien and the release.

(f) The Assessment lien and the right to foreclosure sale hereunder shall be in addition to and not in substitution of all other rights and remedies which the Association and its successors or assigns may have hereunder and by law, including the right of suit to recover a money judgment for unpaid Assessments, as above provided.

5.9 TRANSFER FEES. Each purchaser of a Lot (other than Declarant and the initial home builder) shall pay to the Association a Transfer Fee (herein so called) in an amount equal to Seventy Five and No/100 Dollars ($75.00), or such other amount as may be established by the Association from time to time, at the closing of the sale of such Lot to such Owner. Such Transfer Fee shall be due and payable to and shall be collected by the Association with respect to a Lot at the time of each and every transfer of title for such Lot, except for the initial sale and transfer to a home builder.

5.10 SUBORDINATION OF THE LIEN TO FIRST MORTGAGES. The lien securing the Assessments and other charges provided for herein shall be subordinate to the lien of any first lien mortgage. The sale or transfer of any Lot shall not affect the Assessment lien. However, the sale or transfer of any first lien mortgage, pursuant to a decree of foreclosure or a non-judicial foreclosure under such first lien mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such Assessments as to payments thereof which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any Assessment thereafter becoming due, in accordance with the terms herein provided.

5.11 MANAGEMENT AGREEMENTS. The Association shall be authorized to enter into management agreements with third parties in connection with the operation and management of the Association and the performance of its obligations hereunder. A copy of all such agreements shall be available to each Owner. Any and all management agreements entered into by the Association shall provide that said management agreement may be canceled with or without cause and without penalty by either party with thirty (30) days written notice. Any and all management agreements shall be for a term not to exceed one (1) year and shall be made with a professional and responsible party or parties with proven management skills and experience managing a project of this type. The Association may, at its discretion, assume self-management of the Property.

5.12 INSURANCE REQUIREMENTS. The Association through the Board of Directors, or its duly authorized agent, shall obtain insurance policies covering the Areas of Common Responsibility and covering all damage or injury caused by negligence of the Association, any of its employees, officers, directors and/or agents, commercial general liability insurance, directors and officers liability insurance, and such other insurance as the Association may from time to time deem necessary or appropriate.

ARTICLE VI: OPEN SPACE

6.1 USE OF OPEN SPACE. The Declarant and/or Association shall be entitled to construct such improvements on the Open Space as the Declarant and/or Association may deem appropriate, subject to any limitations set forth on the Subdivision Plat and to requirements of the Town. The foregoing shall not imply any obligation on the part of the Declarant or the Association to provide any particular enhancement to the Open Space or render the Association in any way responsible for the action of any Members or other parties on or in connection with the Open Space, unless such actions are undertaken at the written instructions of the Association. The Association shall have the following rights with regard to Open Space:

(a) the right to dedicate or transfer all of any part of the Open Space to any public agency or authority subject to such conditions as may be agreed to by the Members. No such dedication or transfer shall be effective unless (i) an instrument of agreement to such dedication or transfer, signed Members entitled to vote two-thirds (2/3) of the outstanding votes of the Association is properly recorded in the Real Property Records of county or counties in which such Open Space is located, and (ii) a written notice of proposed action under this Section is sent to every Owner not less than thirty (30) days, nor more than sixty (60) days in advance of said action; (b) the right to borrow money to be secured by a lien against the Open Space. However, the rights under such improvement mortgage shall be subordinate and inferior to the rights of the Owners hereunder; and (c) the rights to enter upon and make rules and regulations relating to the use of the Open Space.

6.2 TITLE TO THE OPEN SPACE. The Declarant shall dedicate and convey to the Association (at such time Declarant shall deem appropriate but in any event within one year after the initial conveyance of a Lot to an Owner), without consideration, the fee simple title to the Open Space owned by Declarant free and clear on monetary liens and encumbrances other that those created in this Declaration.

ARTICLE VII: ARCHITECTURAL REVIEW COMMITTEE

7.1 CONSTRUCTION. No building or structure, fence, wall parking area, swimming pool, spa, pole, mail box, driveway, fountain, pond, tennis court, sign, exterior illumination, change in exterior color or shape, new structure or modification of an existing structure shall be commenced, erected or maintained upon any Lot or patio or garage used in connection herewith, nor shall any exterior addition to or change or alteration thereof be made until the plans and specifications showing the nature, kind, shape, height materials and location of the same are submitted to and approved in writing by the Architectural Review Committee (the Committee as hereinafter defined). The following shall be submitted for approval: a site plan showing the entire Lot with existing improvements, floor plan and elevations of all faces of the proposed structure; and a description of all exterior construction materials. NO CONSTRUCTION ALTERATION, CHANGE OR MODIFICATION SHALL COMMENCE UNTIL APPROVAL OF THE COMMITTEE IS OBTAINED (EITHER THROUGH WRITTEN NOTICE OR WAIVER OF DISAPPROVAL AS NOTED BELOW).

7.2 PLANS AND SPECIFICATIONS. Plans and specifications for all proposed improvements shall be submitted to the Committee at least fifteen (15) days prior to the commencement of any construction or modification. A copy of the above described plans and specifications shall be retained by the Committee. The Committee shall review the plans and specifications and notify the Owner in writing of its approval or disapproval. If the Committee fails to approve or disapprove said plans and specifications within thirty (30) days after the same has been submitted to it, they will be deemed to have been approved by the Committee. Any disapproval shall set forth the element disapproved and the reason or reasons thereof. The judgment of the Committee in this respect in the exercise of its sole and absolute discretion shall be final and conclusive and the Owner shall promptly correct the plans and specifications (if disapproved) and resubmit them for approval. The Committee may approve any waiver or deviation from the covenants, conditions and restrictions of this Declaration as the Committee, in its sole and absolute discretion, deems reasonable and consistent with the purpose hereof No member of the Committee shall be personally liable to any Owner for any claims, causes of action or damages arising out of the denial of any submittal or grant of any deviation to an Owner. Future requests for deviations submitted hereunder shall be reviewed separately and apart from other such requests and the grant of a deviation to any owner shall not constitute a waiver of the Committees rights to strictly enforce the Declaration and the architectural standards provided herein against any other Owner. Approval by the Committee of the plans and specifications or its determination that the completed construction or modification has been constructed in accordance with the plans and specifications shall be deemed to be an acknowledgment by the Committee that such are in accordance with the covenants, conditions and restrictions of this Declaration and such acknowledgment shall be binding against the Owners of the Lots and the Property. Notwithstanding anything to the contrary contained herein, once a particular set of plans and specifications submitted by a homebuilder (which for purposes hereof shall he defined as any entity or person in the business of constructing single family residences for the purpose of sale to third parties) has been approved by the Committee, or deemed approved, such homebuilder may construct homes in the Development on any Lot in accordance with such plans and specifications without the necessity of obtaining subsequent approvals therefor, so long as there are no major material changes in the plans and specifications.

7.3 THE COMMITTEE. The Committee shall be composed of three (3) representatives appointed by Declarant (during such time Declarant owns any Lot) and thereafter by the Association. For so long as Declarant owns a Lot, as vacancies in the Committee occur by resignation or otherwise, successor members shall be appointed by Declarant. Thereafter, the members of the Committee shall be appointed by the Board of Directors of the Association on an annual basis. In the event that the Board of Directors fails to designate members of the Committee within thirty (30) days after any vacancy appears thereon, then the remaining members of the Committee shall be entitled to appoint a successor to fill any vacancy for the remainder of such annual term. Members of the Committee may at any time and without cause, be removed by Declarant, or in accordance with the parameters above, by the Board of Directors of the Association. Neither the Declarant, the Association, the Board, the Committee nor any employees, officers, directors or members thereof shall be personally liable for damages or otherwise to anyone submitting plans and specifications for approval or to any Owner affected by this Declaration by reason of mistake of judgment, negligence or nonfeasance arising out or in connection with the approval or disapproval or failure to approve or disapprove any plans or specifications. Any errors in or omissions from the plans or the site plan submitted to the Committee shall be the responsibility of the Owner of the Lot to which the improvements relate, and the Committee shall have no obligation to check for errors in or omissions from any such plans, or to check for such plans compliance with the general provisions of this Declaration Town codes, state statutes or the common law, whether the same relate to Lot lines, building lines, easements or any other issue.

ARTICLE VIII: CONSTRUCTION OF IMPROVEMENTS AND USE OF LOTS

8.1 RESIDENTIAL USE. The Property shall be used for single-family residential detached housing purposes only. No building shall be erected, altered, placed or permitted to remain on any Lot other than one (1) detached single family residence per Lot, which residence may not exceed two (2) stories in height, or such lower height required under applicable law, and a private garage as provided below, which residence shall be constructed to comply with Minimum Property Standards of the Federal Housing Authority (FHA) and Veterans Administration (VA), unless otherwise approved in writing by the Committee.

8.2 SINGLE-FAMILY USE. Each residence shall be limited to occupancy by only ONE family consisting of persons related by blood, adoption or marriage or no more than four (4) unrelated persons residing together as a single housekeeping unit, in addition to any household or personal servant staff.

8.3 GARAGE REQUIRED. Each residence shall have an enclosed garage suitable for parking a minimum of two (2) standard size automobiles (in accordance with the Minimum Property Standards of the Federal Housing Authority (FHA). The garage shall conform in design and materials with the main structure. All garage doors shall be kept closed at all times when not in use No garage constructed to comply herewith shall be converted or reconstructed for use as living space unless an alternate garage structure is constructed elsewhere on the Lot. No open sided or open front car ports shall be permitted anywhere on the Property.

8.4 RESTRICTIONS ON RESUBDIVISION. No Lot or assembly of Lots shall be subdivided into more Lots than the original Lot or assembly of Lots. Any subdivision of any Lot or Lots shall not result in any Lot so subdivided being less than the minimum Lot size allowed under the current zoning allowable of the Development by the Town.

8.5 DRIVEWAYS. All driveways shall be constructed of concrete or alternative masonry construction if approved in writing by the Committee. Circular driveways located within the front yard setback area shall be permitted.

8.6 USES SPECIFICALLY PROHIBITED.

(a) No temporary dwelling, shop, trailer or mobile home or any kind or any improvement of a temporary character (except childrens playhouses, dog houses, greenhouses, gazebos and buildings for storage of lawn maintenance equipment which may be placed on a Lot only iii places which are not visible from any Street on which the Lot fronts) shall be permitted on any Let except that the builder or contractor may have temporary improvements (such as a sales office and/or construction trailer) on a specifically permitted Lot during construction of the residence on that Lot. No building material of any kind or character shall be placed or stored upon the Property until construction is ready to commence, and then such material shall be placed totally within the property lines of the Lot upon which the improvements are to be erected.

(b) No boat, marine craft, hovercraft, aircraft, recreational vehicle, camper, travel trailer, motor home, camper body or similar vehicle or equipment may be parked overnight or for storage in the driveway or front yard of any dwelling or parked overnight on any public street on the Property, nor shall any such vehicle or equipment be parked for storage in the side or rear yard of any residence unless reasonable concealed from public view. No such vehicle or equipment shall be used as a residence or office temporarily or permanently. This restriction shall not apply to any vehicle, machinery or equipment temporarily parked while in use for the construction, maintenance or repair of a residence on any Lot.

(c) Trucks with tonnage in excess of one and one/half (l.5) tons and any commercial vehicle with painted advertisement shall not be permitted to park overnight on the Property except those used by a builder during the construction of improvements.

(d) No vehicle of any size which transports flammable or explosive cargo may be kept or parked overnight on the Property at any time.

(e) No motorized vehicle or similar equipment shall be parked or stored in an area visible from any street except passenger automobiles, passenger vans, motorcycles, pick-up trucks (including those with attached bed campers) that are in operating condition and have current license plates and inspection stickers.

(f) No structure of a temporary character, such as a trailer, tent, shack, barn, underground tank or structure or other out-building shall be used on the Property at any time as a dwelling house; provided, however, that any builder may maintain and occupy (for the purpose implied), model homes, sales offices and construction trailers during the construction period, but not as a residence.

(g) No oil or natural gas drilling, development, operation and/or refining or quarrying or mining operations of any kind shall be permitted in or on the Property, nor shall gas or oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or in any part of the Property. No derrick or other structure designed for use in quarrying or boring for oil, natural gas or other minerals shall be erected, maintained or permitted on the Property.

(h) No animals, livestock or poultry of any kind shall be raised, bred or kept on the Property except that dogs, cats or other generally accepted domestic animals may he kept as household pets. No animals of any kind or character shall be raised, bred or kept for commercial purposes or for food stock within the Property. It is the purpose of these provisions to restrict the use of the Property so that no person shall house on the Premises cows, horses, bees, hogs, sheep, goats, guinea fowls, ducks, chickens, turkeys, skunks or any other animal that may interfere with the peace and quiet and health and safety of the community. No more than four (4) pets will be permitted on each Lot. Pets must be restrained or confined to the homeowners rear yard within secure fenced area or within the house. It is the pet owners responsibility to keep the Lot clean and free of pet debris or odor noxious to adjoining Lots. All animals must be properly registered and tagged for identification in accordance with local ordinances.

(i) No Lot or other area of the Property shall be used as a dumping site for rubbish or accumulation of unsightly materials of any kind, including without limitation, broken or rusty equipment, disassembled or inoperative cars and discarded appliances and furniture. Trash, garbage or other waste shah not he kept except in sanitary containers. All containers for the storage or other disposal of such material shall be kept in a clean and sanitary condition. Materials incident to construction of improvements may only be stored on Lots during construction of the improvement thereon.

(j) No individual water supply system (i.e., well) shall be permitted on any Lot.

(k) No individual sanitary waste treatment system shall be permitted on any Lot.

(l) No garage, garage house or other out-building (except for sales offices and construction trailers during the construction period) shall be occupied by any Owner, tenant or other person prior to the erection of a residence.

(m) No air-conditioning apparatus shall be installed on the ground or attached to the front wall or window of a residence on any Lot. No evaporative cooler or cooling fan shall be installed on the front wall or window of any residence on any Lot.

(n) Except with the written permission of the Committee, no antennas, satellite dishes or other equipment for receiving or sending sound or video signals shall be permitted in or on the Property, except antennas for AM or FM radio reception and UHF and VHF television reception. Such antennas shall be located inside the attic of the main residential structure except that, with the written permission of the Committee, one (1) antenna may be permitted to be attached to the roof of the main residential structure not to extend above said roof more than a maximum of six (6.0) feet and one (1) satellite dish or similar antenna for television reception may be placed in the rear yard of a Lot so long as it is completely screened from view from any adjacent street or other public area.

(o) No Lot or improvement thereon shall be used for a business use or for commercial or manufacturing purposes of any kind. No business activity shall be conducted on the Property which is incompatible with single family residential purposes. No noxious or offensive activity shall be undertaken on the Property, nor shall anything be done which is or may become an annoyance or nuisance to the neighborhood. Nothing in this subparagraph shall prohibit a builders temporary use of a residence as a sales construction office for so long as such builder is actively engaged in construction on the Property. Nothing in this subparagraph shall prohibit an Owners use of a residence for quiet, inoffensive activities such as tutoring, music or art lessons so long as such activities do not materially increase the number of cars parked on the street or interfere with adjoining homeowners peaceful use and enjoyment of their residences and yards.

(p) No fence, wall, hedge or shrub planting which obstructs sight lines at an elevation between three (3) and six (6) feet above the roadway shall be placed or permitted to remain on any corner Lot within the triangular area formed by the street right-of-way lines and a line connecting them at points ten (10) feet from the intersection of the street right-of-way lines, or in the case of a rounded property corner, ten (10) feet from the intersection of the street right-of-way lines as extended. The same sight-line limitations shall apply on any Lot for that area that is ten (10) feet from the intersection of a street right-of-way line with the edge of a residence driveway or alley pavement. No tree shall he permitted to remain within such distance at such intersections unless the foliage line is maintained at a minimum height of six (6) feet above the adjacent ground line.

(q) Except for childrens playhouses, dog houses, greenhouses, gazebos and buildings for storage of lawn maintenance equipment, no building previously constructed elsewhere shall be moved onto any Lot, it being the intention that only new construction be placed and erected on the Property.

(r) Within easements on each Lot as designated on the Subdivision Plat of the Development, no improvement, structure, planting or materials shall be placed or permitted to remain which might damage or interfere with the installation, operation and maintenance of public utilities, or which might alter the direction of flow within drainage courses or which might obstruct or retard the flow of water through drainage courses. (s) The general grading, slope and drainage plan of a Lot as established by the approved development plans may not be altered without the approval of the Committee (and, if over or along any easement reserved for public utilities and/or drainage purposes) the Town and/or other appropriate agencies having authority to grant such approval (t) No sign of any kind or character shall be displayed to pubic view on any Lot except for one (1) professionally fabricated sign of not more than six (6) square feet advertising a Lot for rent or sale, or signs used by a builder to advertise the Lot during the construction and sales period. By acceptance of the conveyance of a Lot subject to this Declarant, such Owner does hereby grant to Declarant, the Association, their agents and/or assigns the right to remove any sign, billboard or other advertising apparatus that does not comply with the above, and in so doing same shall not be subject to any liability for trespass or any other liability in connection with such removal.

(u) Outdoor clothes lines and drying racks visible to adjacent Properties are prohibited. Owners or residents of Lots where the rear yard is not screened by solid fencing or other such enclosures shall construct a drying yard or other suitable enclosure or screening to shield from public view clothes drying racks, yard maintenance equipment and/or storage of materials,

(v) Except within fireplaces in the main residential dwelling and upon and within equipment for outdoor cooking, no burning of anything shall be permitted anywhere on the Property.

8.7 MINIMUM FLOOR AREA. The total air-conditioned living area of the main residential structure, as measured to the outside of exterior walls (but exclusive of open porches, garages, patios and detached accessory buildings), shall be not less than one thousand five hundred (1,500) square feet or the minimum floor area as specified by the Town, whichever is greater.

8.8 BUILDING MATERIALS. The total exterior wall area (excluding windows, doors and gables) of each residence constructed on a Lot shall not be less than seventy percent (70%) brick, brick veneer, stone, stone veneer, or other masonry material approved by the Committee (but not less than the minimum percentage established by the Town by ordinance or building code requirement). Windows, doors and other openings, gables and other areas above the top of the first floor top plate line are excluded from calculation of total exterior wall area. All roofing shall be a minimum 3-Tab 200 lb/square material of the GenStar Firescreen type, or approved equal, in Weathered Wood or other Committee approved color and shall comply with minimum property requirements of the Town All residences shall have a minimum 7:12 roof pitch on the major roof sections of the dwelling structure.

8.9 SIDELINE AND FRONT LINE SETBACK REQUIREMENTS. No dwelling shall be located on any Lot nearer to the front, rear or any side lot line than the minimum setback lines shown on the Subdivision Plat or as designated by the Town.

8.10 WAIVER OF FRONT SETBACK REQUIREMENTS. With the written approval of the Committee, any building may be located further back from the front property line of a Lot than as required by setback lines as shown on the Recorded Plat, where, in the opinion of the Committee, the proposed location of the building will enhance the value and appearance of the dwelling on the Lot and will not negatively impact adjacent Lots,

8.11 FENCES AND WALLS. All fences and walls shall be constructed of masonry, brick, wood or other material approved by the Committee. No fence or wall on any Lot shall extend nearer to any street than the front of the residence thereon. Except as otherwise SPECIFICALLY approved by the Committee, all street side yard fencing on corner Lots shall be set no closer to the abutting side street than the side yard setback line as shown on the Subdivision Plat. No portion of any fence shall exceed eight (8) feet in total height, measured from an adjacent ground line. Any fence or portion thereof that faces a public street shall be constructed so that all structural members and support posts will be on the inside of the fence away from the street and are not visible from any public right-of-way.

8.12 SIDEWALKS. All walkways along public rights-of-ways shall conform to the minimum property standards of the Town.

8.13 MAILBOXES. Mailboxes shall be standardized and shall be constructed of a material and design approved by the Committee (unless gang boxes are required by the U. S. Postal Service).

8.14 CHIMNEY FLUES. Chimney stacks shall be of brick, masonry or wood framing materials. Wood framed chimney stacks shall have a box framed cap with no exposed stove pipe hat flue extension.

8.15 WINDOWS. Windows jambs and mullions shall be fabricated of anodized aluminum or wood. All aluminum or anodized metal windows-on any front elevation of a residence shall have baked-on painted aluminum divided light windows (no mill finish).

8.16 LANDSCAPING. Landscaping of each Lot shall be completed within sixty (60) days after the construction of the dwelling unit is completed, subject to extension for delays caused by inclement weather. Landscaping shall include grassed front and side yards, a minimum of twelve (12) two (2) gallon shrubs, and a minimum of two (2) two and one-half inch (2-1/2) caliper trees.

ARTICLE IX: MAINTENANCE

9.1 Open Space and Areas of Common Responsibility. The Association shall operate, maintain, repair and replace as is deemed necessary by the Association all improvements including landscaping, irrigation systems and fencing within the Open Space and in the Areas of Common Responsibility.

9.2 Duty of Maintenance. The Owners of each Lot and their tenants shall, at their sole cost and expense, keep their respective Lots and the improvements constructed thereon in a well-maintained, safe, clean and attractive condition at all times. Such maintenance includes, but is not limited to, the following:

(a) Prompt removal of all litter, trash, refuse and waste, including the prompt removal of any pet waste or excrement deposited at any time on such Lot as needed to avoid the accumulation of waste or excrement and to maintain such Lot in an odor free and clean condition. The Association shall be entitled to promulgate rules and regulations as needed to implement the foregoing in the event the Association in its discretion deems it appropriate to do so;

(b) Pruning and trimming of trees and shrubs, to the extent that such is not the responsibility of the Association pursuant to other provisions of this Declaration;

(c) Mowing, trimming and watering of lawn and landscaped areas;

(d) Keeping all landscaped areas alive, free of weeds, and attractive, to the extent that such is not the responsibility of the Association pursuant to other provisions of this Declaration;

(e) Complying with all government, health and police requirements;

(f) Preventive maintenance and repair of exterior damages to improvements, including painting and repainting of such improvements as often as is reasonably necessary to ensure the attractiveness and aesthetic quality of such Lot, Home or Improvement as determined by the Committee. The approval of the Committee otherwise required herein shall not be required for such repainting so long as neither the color scheme nor the arrangement of the colors of any Improvements, nor the color of paint thereon is materially altered.

9.3 Destruction of Improvements on Individual Lots. In the event of damage or destruction (total or partial) of the improvements on any individual Lot due to fire or any other cause, each Owner covenants and agrees to commence all necessary repairs, reconstruction or removal of the damaged improvements within sixty (60) days of the date the damage occurs and to complete such repairs, reconstruction or removal within a reasonable time from the commencement of such work,

9.4 Enforcement. If, in the opinion of the Association, any such Owner or tenant has failed in any of the foregoing duties or responsibilities, then the Association may give such person written notice of such failure and such person must within ten (10) days after receiving such notice, perform the care or make arrangements with the Association for making the repairs and maintenance required. Should any such Owner fail to fulfill this duty and responsibility within such period, then the Association, through its authorized agent or agents, shall have the right and power to enter onto the premises and perform such care and maintenance, including, in the case of damaged improvements, causing the improvements to be removed and the Lot cleared, without any liability for damages for wrongful entry, trespass or otherwise to any person. The Owners and tenants of any part of the Property on which such work is performed shall jointly and severally be liable for the cost of such work (such costs constituting a special individual Assessment) and shall promptly reimburse the Association for such cost. Each Owner and tenant agrees by the purchase or occupation of the Lot, to pay such statement within fifteen (15) days following receipt thereof The costs incurred by the Association pursuant to the provisions of this Section shall be secured by a lien which shall have the same attributes as the lien for Assessments set forth in this Declaration, and the Association shall have identical powers and rights in all respects, including but not limited to, the right of foreclosure.

ARTICLE X: GENERAL PROVISIONS

10.1 EASEMENTS. Easements for the installation and maintenance of public utilities and drainage facilities are reserved as shown on the Subdivision Plat. Easements are also reserved for the installation, operation, maintenance and ownership of utility service lines from the Lot property lines to the residences located thereon. Declarant reserves the right to make changes in and additions to the above easements for the purpose of the most efficient and economical installation of such improvements.

10.2 ENFORCEMENT. The Declarant or the Association, or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration and the Associations By-Laws and Articles of Incorporation. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. With respect to any litigation hereunder, the prevailing party shall be entitled to recover reasonable attorneys fees from the non-prevailing party.

10.3 SEVERABILITY. Invalidation of any one or more of these covenants or restrictions by passage of law, judgment or court order shall in no wise affect any other provision, all of which shall remain in full force and effect.

10.4 TERM. The covenants and restrictions of this Declaration shall run with and bind the property, and shall inure to the benefit of and be enforceable by Declarant (during the time it owns any Lots), the Association, or any Owner of a Lot subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty-five (25) years from the date of this Declaration, after which time said covenants shall be automatically extended for successive periods of ten (10) years, unless by vote, the then Owners of 66-2./3% of the Lots agree in writing to terminate or change this Declaration in whole or in part and such document of termination or change is recorded in the Real Property Records of the county or counties in which the Property is located.

10.5 AMENDMENTS. This Declaration may be amended or modified upon the express written consent of at least sixty-six and two thirds percent (66 2/3%) of the outstanding votes (determined pursuant to Section 4.2 hereof) held by Members at a meeting at which a quorum is present, or by written consent by Members entitled to vote such percentage in lieu of a meeting. if required, written approval of the Town shall also he obtained for any such amendment to this Declaration. NOTWITHSTANDING THE ABOVE PROVISION. FOR SO LONG AS DECLARANT OWNS A LOT IN THE DEVELOPMENT THE WRITTEN CONSENT OF DECLARANT SHALL BE REQUIRED FOR ANY CHANGE, AMENDMENT OR ALTERATION OF THIS DECLARATION WHICH CONSENT MAY BE WITHHELD BY DECLARANT IN ITS SOLE AND ABSOLUTE DISCRETION. Notwithstanding the foregoing, Declarant shall have the right to execute and record amendments to this Declaration without the consent or approval of any other party if the sole purpose of the amendment is for the purpose of correcting technical or scriveners errors or for purposes of clarification, or for the purpose of releasing from this Declaration any property which may have been inadvertently added to or included within this Declaration. Any and all amendments hereto, if any, shall be recorded in the Real Property Records in the county or counties in which the Property is located.

10.6 GENDER AND GRAMMAR. The singular wherever used herein shall be construed to mean the plural when applicable, and the necessary grammatical changes required to make the provisions hereof apply either to corporations, legal entities or individuals, men or women, in all cases shall be assumed as though fully expressed in each case.

10.7 ENFORCEMENT. Enforcement of these covenants and restrictions shall be by any proceeding at law or in equity, including, without limitation, an action for injunctive relief; it being acknowledged and agreed that a violation of the Covenants, Conditions and Restrictions contained herein could cause irreparable injury to Declarant and/or the other Owners and that Declarants and/or any other Owners remedies at law for any breach of an Owners obligations contained herein would be inadequate. Enforcement may be commenced by the Association, the Declarant, or any Owner acu3mns~ any person, persons or legal entity violating or attempting to violate them; and failure by the Association, the Declarant or any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafier.

10.8 NOTICES TO MEMBER / OWNER. Any notice required to he given to any Member or Owner under the provisions of this Declaration shall be deemed to have been properly delivered as of the date deposited in the United States Mail, postage prepaid, certified or registered mail, and addressed to the last known address of the person who appears as Member or Owner on the records of the Association at the time of such mailing. It shall be the obligation of any Member or Owner to maintain a current address for notification hereunder on file with the Association.

10.9 HEADINGS. The headings contained in this Declaration are for reference purposes only and shall not in any way affect the meaning or interpretation of this Declaration. Words of any gender used herein shall be held and construed to include any other gender and words in the singular shall be held to include the plural and visa versa unless the context requires otherwise,

10.10 FORMATION OF ASSOCIAT1ON: INSPECTION OF DOCUMENTS BOOKS AND RECORDS. Declarant shall form the Association as a non-profit corporation in accordance with the laws of the State of Texas. Management and governance of the Association shall be implemented and/or undertaken in accordance with its Articles of Incorporation, in accordance with this Declaration, and in accordance with the By-Laws which shall be adopted by the Association following its formation. The Association shall make available at reasonable cost copies of the Declaration, By-Laws, Articles of Incorporation and any rules or regulations governing the Association. All minute books, meeting and other records and financial statements of the Association shall be held available for inspection by any Owner or any Mortgagee during normal business hours or at such other reasonable times as the Board may approve.

10.11 INDEMNITY. The Association shall indemnify, defend and hold harmless Declarant, the Board of Directors, the Committee and each director, officer, employee and agent of Declarant, the Board of Directors and the Committee from all judgments, penalties (including excise and similar axes), fines, settlements and reasonable expenses (including attorneys fees) incurred by such indemnified person under or in connection with this Declaration or the operation of the Property to the fullest extent permitted by applicable law. The indemnification granted hereby shall include any and all matters arising as a result of sole or concurrent negligence of any indemnified party, to the extent permitted by applicable law.

10.12 FAILURE OF ASSOCIATION TO PERFORM DUTIES. Should the Association fail to carry out its duties as specified in this Declaration, the Town or its lawful agents shall have the right and ability, after due notice to the Association, to remove any landscape systems, features or elements that are the responsibility of and cease to be maintained by the Association, to perform the duties of the Association if the Association fails to do so in compliance with any of the provisions of this Declaration or of any applicable Town codes or regulations; to assess the Association for all costs incurred by the Town in performing said duties if the Association fails to do so; and/or to avail itself of any other enforcement actions available to the Town pursuant to state law, Town codes or regulations. Should the Town exercise the rights granted hereby as specified above, the Association shall indemnify and hold harmless the Town, its employees, agents and or designees from any and all costs, expenses, suits, demands, liabilities or damages, including attorneys fees and costs of suit, incurred or resulting from the Towns removal of any landscape systems, features or elements that cease to be maintained by the Association or from the Towns performance of the aforementioned operations, maintenance or supervision responsibilities of the Association due to the Associations failure to perform said duties. The obligations and duties described in this paragraph are defined as the sole obligations and duties of the Association, and no other party, including without limitation, Declarant or any Owner, shall have any liabilities or obligations in connection therewith.

10.13 DISPUTES. Matters of dispute or disagreement between Owners with respect to interpretation or application of the provisions of this Declaration or the Bylaws, shall be determined by the Board of Directors, whose reasonable determination-shall be final and binding upon all Owners.

10.14 DISCLAIMER OF USURY. All provisions contained in this Declaration, whether now existing or hereafter arising, are hereby limited so that in no contingency or event whatsoever, shall the interest paid or agreed to be paid by any party to any other party exceed the maximum amount permissible under applicable law, it; from any circumstance whatsoever, interest would otherwise he payable at a rate in excess of that permitted under applicable law, then, the interest so payable shall be reduced to the maximum amount permitted under applicable law, and if from any circumstance any party shall ever receive anything of value from any other party deemed interest by applicable law which would exceed interest at the highest lawful rate, an amount equal to any excessive interest shall be applied to the reduction of the principal amount of the debt and should such excessive interest exceed the unpaid balance of principal, such excess shall be refunded to the party paying same. All interest paid or agreed to be paid by any party or to any party shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal so 04/30/9804/30/9Sis uniform throughout the term of such debt, This Section 10.14 shall control all provisions of this Declaration.

IN WITNESS WHEREOF, the undersigned, being the Declarant hereof, has hereto set its hand this the ____ day of ___________, 2003.

Glenwick Estates Homeowners Association,

By: Glenwick Estates Homeowners Association,

Amendments 1 to Glenwick Declaration of Covenants, Conditions and Restrictions

Amended ARTICLE 8.11 - All fences and walls shall be constructed of masonry, brick, wood, or other material approved by the Committee. No fence or wall on any Lot shall extend nearer to any street than the front of the residence thereon. Except as otherwise SPECIFICALLY approved by the Committee, all street side yard fencing on corner Lots shall be set no closer to the abutting side street than the side yard setback line as shown on the Subdivision Plat. No portion of any fence shall exceed eight (8) feet in total height, measured from an adjacent ground line. Any fence or portion thereof that faces a public street shall be constructed so that all structural members and support posts will be on the inside of the fence away from the street and are not visible from any public right-of-way, excluding alleys.

Amended - ARTICLE 8.8 - The total exterior wall area (excluding windows, doors and gables) of each residence constructed on a Lot shall not be less than seventy percent (70%) brick, brick veneer, stone, stone veneer, or other masonry material approved by the Committee (but not less than the minimum percentage established by the Town by ordinance or building code requirement). Windows, doors and other openings, gables and other areas above the top of the first floor top plate line are excluded from calculation of total exterior wall area. All roofing shall be a minimum "3-Tab" 200 lb/square material of the GenStar "Firescreen" type, or approved equal, in "Weathered Wood" or other Committee approved color and shall comply with minimum property requirements of the Town (except patio covers, which may be constructed of other materials so long as they are part of an engineered solution designed and distributed specifically for this purpose will be allowed on rear porches confined within the perimeters of the house when seen from the front of the house itself). All residences shall have a minimum 7:12 roof pitch on the major roof sections of the dwelling structure.

Amended - ARTICLE 8.6(a) - No temporary dwelling, shop, trailer or mobile home of any kind or any improvement of a temporary character (except childrens playhouses, dog houses, greenhouses, gazebos and buildings for storage of lawn maintenance equipment, which may be placed on a lot within the confines of the backyard fence) shall be permitted on any Lot. No building material of any kind or character shall be placed or stored upon the Property until construction is ready to commerce, and then such material shall be placed totally within the property lines of the Lot upon which the improvements are to be erected.

Amended- ARTICLE 8.3 - Each residence shall have an enclosed garage suitable for parking a minimum of two (2) standard size automobiles (in accordance with the Minimum Property Standards of the Federal Housing Authority (FHA). The garage doors shall be kept closed at all times when not in use. No garage constructed to comply herewith shall be converted or reconstructed for use as a living space unless an alternate garage structure is constructed elsewhere on the Lot. No open sided or open front car ports shall be permitted except on rear entry driveways.