CORRECTION DECLARATION OF

1 COVENANTS, RESTRICTIONS, EASEMENTS,

CHARGES AND LIENS FOR

THE WOODLANDS ASSOCIATION OF

NEIGHBORHOODS

TABLE OF CONTENTS

BACKGROUND ............................................................................................................................ 1

ARTICLE I DEFINITIONS ............................................................................................................................ 2

Section 1.01 Section 1.02 Section 1.03 Section 1.04 Section 1.05 Section 1.06 Section 1.07 Section 1.08 Section 1.09 Section 1.10 Section 1.11 Section 1.12 Section 1.13 Section 1.14 Section 1.15 Section 1.16 Section 1.17 Section 1.18 Section 1.19 Section 1.20 Section 1.21 Section 1.22 Section 1.23 Section 1.24 Section 1.25 Section 1.26 Section 1.27 Section 1.28 Section 1.29 Section 1.30 Section 1.31 Section 1.32 Section 1.33 Section 1.34 Section 1.35 Section 1.36 Section 1.37 Section 1.38 Section 1.39

Annexation Instnunent ..................................................................................... 2 Annual Assessments ......................................................................................... 2 . . . ...................................................................... Area of Common Responslblllty 2 Articles of Incorporation ................................................................................... 3 Assessable Tract ............................................................................................... 3 Assessed Valuation ........................................................................................... 3 Assessment Rate ............................................................................................... 3 . . Assoclat~on ........................................................................................................ 3 . . Assoclatlon Property ......................................................................................... 3 Beneiitted Assessments .................................................................................... 3 Board of Directors or Board ............................................................................. 3 By-Laws ............................................................................................................ 3 o n Expense ............................................................................................. 3 . . . Community Facilities ........................................................................................ 4 Community-Wide Standard .................. : ........................................................... 4

......................................... Community-Wide Standards Committee or CWSC 4 Covenant Lien ................................................................................................... 4 Covenants .......................................................................................................... 4 Declarant ........................................................................................................... 4 Declarant Control Period .................................................................................. 4 Deed .................................................................................................................. 4 Easement Area .................................................................................................. 4 Exempt Property ............................................................................................... 4 Governing Documents ...................................................................................... 5 Improvement ................................................................................................... ..5 Member ............................................................................................................. 5

.................................................................................... Mortgage or Mortgagee 5 Neighborhood ................................................................................................... 5

.............................................................................. Neighborhood Assessments 5 Neighborhood Association(s) ........................................................................... 5 Neighborhood Declaration(s) ............................................................................ 5 Neighborhood Expenses ................................................................................... 5

..................................................................................... Neighborhood Property 6 ................................................................ Neighborhood Standards Committee 6

Owner ................................................................................................................ 6 Person ................................................................................................................ 6 Private Facility .................................................................................................. 6 Property ............................................................................................................. 7

................................................. Record. Recording. Recorded. or Recordation 7

Section 1.40 Resident ............................................................................................................ 7 Section 1.41 Special Assessments ......................................................................................... 7 Section 1.42 Structure ............................................................................................................ 7 Section 1.43 Successor Entity ................................................................................................ 7 Section 1.44 Taxable Improvements ..................................................................................... 7

................................................................................................. Section 1.45 The Woodlands 8 Section 1.46 Tract .................................................................................................................. 8

ARTICLE I1 ASSESSMENTS AND COVENANT LIEN ............................................................................. 8

Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10 Section 2.11 Section 2.12

......................... Creation of the Lien and Personal Obligation of Assessments 8 ...................................... Allocation Common Expenses; Annual Assessments 8

Budgeting For Reserves .................................................................................. 12 ............................................................................ Neighborhood Assessments 12

....................................................................................... Special Assessments 13 Benefitted Assessments .................................................................................. 13 User Fees ......................................................................................................... 14 Assessment by Board ...................................................................................... 14

........................................................ Assessment Certificate and Transfer Fee 15 ................................................................................................. Covenant Lien 15 . . ................................................... Remedies of Declarant and the Assoclat~on 15

...................................................................................... Notice to Mortgagees 16

....................................................... Section 3.01 Purposes for Which Funds May Be Used 16 Section 3.02 Handling of Funds .......................................................................................... 18

.................................................................. Section 3.03 Accumulation of Funds Permitted 19 Section 3.04 Bonding ........................................................................................................... 19

................................................................ Section 3.05 Mortgages of Association Property 19 . . Section 3.06 Assoclatlon Budget ......................................................................................... 19

ARTICLE Iv .......................................... RIGHTS O F ENJOYMENT IN COMMUNITY FACILITIES 19

. . . ............................................................... Section 4.01 Right to Use Community Facilities. 19 Section 4.02 Suspension of Rights ...................................................................................... 20 Section 4.03 Guests or Invitees ............................................................................................ 20 Section 4.04 Right to Convey Property ............................................................................... 20

.................................................................. Section 4.05 Right to GrantIConvey Easements 20 Section 4.06 Actions Requiring Owner Approval ............................................................... 21

ARTICLE V ......................................................................... ANNEXATION O F ADDITIONAL LANDS 21

Section 5.01 Annexation by Declarant ................................................................................ 21 Section 5.02 Annexation by the Association ....................................................................... 21 Section 5.03 Additional Covenants and Easements ............................................................. 22

.......................................................... Section 5.04 Effect of Filing Annexation Instrument 22

ARTICLE VI .............................. THE WOODLANDS ASSOCIATION OF NEIGHBORHOODS. INC 22

Section 6.01 Incorporation of Association .......................................................................... 22 Section 6.02 Members ......................................................................................................... 23 Section 6.03 Voting Rights .................................................................................................. 23 Section 6.04 Board of Directors .......................................................................................... 24 Section 6.05 Board Powers and Duties ................................................................................ 24

........................................ Section 6.06 Indemnification of Officers. Directors. and Others 25 Section 6.07 Insurance ......................................................................................................... 25

ARTICLE VII ......................................................... COMMUMTY-WJDE STANDARDS COMMITTEE 26

Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Section 7.08 Section 7.09 Section 7.10 Section 7.11 Section 7.12 Section 7.13 Section 7.14 Section 7.15 Section 7.16 Section 7.17

............................................................................................................ General 26 ..... Organization of the Community-Wide Standards Committee ("CWSC") 27

.................................. Organization of Neighborhood Standards Committees 27 .... Establishment and Amendment of CWSC Standards. Rules. and Policies 27

............................................................... Construction and Occupancy Codes 28 ..................................................................................... Land Use Designation 28

Construction or Modification .......................................................................... 29 ....................................................................... Scope of Committee Authority 29

Disapproval of Plans ....................................................................................... 30 ................................................................. Operations of the CWSC; Appeals 31

....................... Operations of Neighborhood Standards Committee: Appeals 32 Filing of Approved Plans ................................................................................ 32

.......................................................... Inspection of Tracts and Improvements 32 Certificate of Completion ............................................................................... 33 Fees for Examination of Plans and Specifications .......................................... 33 Violations and Enforcement ........................................................................... 33 . . . Limitation of Llabll~ty .................................................................................... 33

ARTICLE VIII COMMUNITY-WIDE COVENANTS AND RESTRlCTIONS .......................................... 34

Section 8.01 Maintenance Required by Owner ................................................................... 34 Section 8.02 Appearance and Use Restrictions of Tracts .................................................... 35 Section 8.03 Forest Preservation ......................................................................................... 35

Section 8.04 Section 8.05 Section 8.06 Section 8.07 Section 8.08 Section 8.09 Section 8.10 Section 8.11 Section 8.12 Section 8.13

Keeping of Animals ........................................................................................ 35 Placement of Signs .......................................................................................... 36 Temporary Buildings ...................................................................................... 36

........................................................... Disposition of Trash and Other Debris 36 . . Placement of Plpellne ..................................................................................... 36 Natural Resources ........................................................................................... 36 Air and Water Pollution .................................................................................. 37 Trailer Parking ................................................................................................ 37 Firework. Firearms. Etc ................................................................................. 37 . . Improper Activity.. ......................................................................................... 37

ARTICLE IX ...................................................... RESIDENTIAL COVENANTS AND RESTRICTIONS 37

Section 9.01 Residential Provisions .................................................................................... 37 Section 9.02 Residential Use ............................................................................................... 38

......................................... Section 9.03 Tract Use for Model Home or Real Estate Offices 38 Section 9.04 Clothes Lines and Related Devices ................................................................ 38 Section 9.05 Machinery ....................................................................................................... 38 Section 9.06 Chemical Fertilizers. Pesticides. or Herbicides .............................................. 38

ARTICLE X WATERFRONT AREAS AM) WATERWAYS ................................................................... 38

Section 10.01 Restrictions for Waterfront Tracts ................................................................ 38 Section 10.02 Use of Boats .................................................................................................. 39

ARTICLE XI ................... COVENANTS WITH RESPECT TO EQUAL HOUSING OPPORTUNITY 39

.................................................................................... Section 11.01 Covenants of Owners 39

ARTICLE XI1 EASEMENTS .......................................................................... : ................................................ 39

Section 12.01 Easements and Rights-of-way ...................................................................... 39 Section 12.02 Definition of Easement Area ........................................................................ 40 Section 12.03 Restrictions on Use of Easement Area .......................................................... 40

................................................................ Section 12.04 Reservation of Rights for Utilities 40 Section 12.05 Right of Entry ............................................................................................... 40

ARTICLE XI11 ADDITIONAL RIGHTS RESERVED TO DECLARANT .................................................. 41

Section 13.01 Withdrawal of Property ................................................................................ 41 . . ..................................................................... Section 13.02 Marketing and Sales Activltles 41

Scction Section Scction Section Section

13.03 Right to Develop ........................................................................................... 41 .............................................. 13.04 Right to Transfer or Assign Declarant Rights 42

.................................................... 13.05 Easement to Inspect and Right to Correct 42 ....................................... 13.06 Right to Notice of Design or Construction Claims 42 . .

13.07 Termlnatlon of Rights ................................................................................... 42

ARTICLE XIV DURATION AND AMENDMENT ......................................................................................... 42

............................................................................. Section 14.01 Duration and Termination 42 Seciton 14.02 Amendment ................................................................................................... 43

ARTICLE XV GENERAL ................................................................................................................................ 44

Section 15.01 Scction 15.02 Section 15.03 Section 15.04 Section 15.05 Section 15.06 Section 15.07 Section 15.08 Section 15.09 Section 15.10 Section 15.11 Section 15.12 Section 15.13

.................. Covenants Do Not Supersede Law or Governmental Authority 44 Promise to be Bound by Covenants .............................................................. 44 Violation or Breach of Covenants ................................................................ 44

...................................................................... Relief for Violation or Breach 46 ............................................. Effect of Violation of Covenants on Mortgage 46

................................................................................ Alteration of Covenants 46 ............................................... Administration Pursuant to These Covenants 46

No Waiver for Failure to Enforce Covenants ............................................... 47 Covenants Do Not Create Reversion ............................................................ 47 . . Further Resmct~ons ....................................................................................... 47 Attorney Fees ................................................................................................ 47 Security and Safety ....................................................................................... 47

........................................................................................ Waiver of Liability 48

ARTICLE XVI MISCELLANEOUS ................................................................................................................. 48

Section 16.01 Section 16.02 Section 16.03 Section 16.04 Section 16.05 Section 16.06 Section 16.07 Section 16.08 Section 16.09 Section 16.10 Scction 16.11 Scction 16.12 Section 16.13

. . . Private Faclht~es ........................................................................................... 48 . . Severablllty ................................................................................................... 48 Successor Entity ............................................................................................ 49 Titles and Gender .......................................................................................... 49 Notice ............................................................................................................ 49 Mortgagee Notice ......................................................................................... 49 HlJD/VA Approval ....................................................................................... 49

..................................................................... No Warranty of Enforceability 50 .................................................................................. Time is of the Essence 50

............................................................................................. Governing Law 50 ................................................................................ Successors and Assigns 50

........................................................................................................ Conflicts 50 ......................................................................................................... Exhibits 50

CORRECTION DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS,

CHARGES AMD LIENS FOR THE WOODLANDS ASSOCIATION O F NEIGHBORHOODS

THIS CORRECTION DECLARATION OF COVENANTS, RESTRICTIONS, EASEMENTS, CHARGES AND LIENS FOR THE WOODLANDS ASSOCLATION OF NEIGHBORHOODS (the "Covenants") is made this w d a y of FED RUM'^ , l a , effective January 28, 1999, by The Woodlands Land Development Company, L.P., a Texas limited partnership ("Declarant").

BACKGROUND

Declarant is developing The Woodlands Association of Neighborhoods as part of The Woodlands, a comprehensively planned real estate development, opened in 1974, affording well- planned residential, commercial, industrial, recreational, open space, and institutional buildings, facilities, and areas. The Woodlands is currently projected to encompass a tract of land containing in excess of 25,000 acres located in Montgomery County and Harris County, Texas. The final size and boundary of The Woodlands is subject to the discretion of Declarant, the master developer. Nothing contained in these Covenants shall be construed to represent or limit the final site, configuration, or location of The Woodlands, nor shall it constitute or be construed as a representation as to what land or lands will or will not be subjected to the terms of these Covenants. Furthennore, nothing in these Covenants shall be construed to permit the use of or grant rights to any property, whether within or outside of The Woodlands, which is not specifically made subject to these Covenants.

Declarant desires to impose these Covenants on the property comprising The Woodlands Association of Neighborhoods. The Woodlands Association of Neighborhoods, hc . ("Association") may be formed by Declarant as a non-profit community association to serve as the representative of the residents and property owners of lands made subject to these new Covenants. The Association, when formed, shall be empowered to, among other things: collect assessments, charges, and fees as provided for herein; enforce all covenants, restrictions, and liens contained herein or subsequently adopted; and operate, manage, maintain, and improve the facilities and s e ~ c e s of the Association.

Declarant encumbers and submits the lands described in the attached Exhibit "A" to the terms of these Covenants in order to:

(i) establish, impose, and create a uniform plan and scheme of development for the Property (as hereinafter defined);

(ii) provide funds for the uses specified in Article ID;

(iii) impose land use and design controi criteria for the development of the Property; and

(iv) provide or provide for other activities, services, and programs as may be devised for the benefit of the Property and the Owners.

Declarant intends to cause the covenants, restrictions, easements, charges, liens, and other provisions contained in these Covenants to burden, affect, bind, and run with title to the lands encumbered by these Covenants, including the lands described in Exhibit "K' (attached hereto and by this reference incorporated herein), and any lands annexed by Declarant in the manner permitted by Article V below. Declarant intends to cause these covenants, restrictions, easements, charges, and liens to be binding upon such land and those residing thereon or owning an interest therein, and to inure to the benefit of and be enforceable by the Owners, the Association, the Neighborhood Associations, Declarant, and their respective successors and assigns.

The Association shall not be incorporated at the time these Covenants are Recorded. In any event, all covenants, conditions, and restrictions set forth herein shall immediately be effective upon Recordation of these Covenants and shall be binding upon the Property and all Owners and Residents. Each Owner and Resident acknowledges and agrees that, upon the incorporation of the Association pursuant to Section 6.01, he or she shall become and be a Member of the Association and shall have all rights, responsibilities, and obligations of a Member under these Covenants and Texas law.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

Declarant, upon recording these Covenants, does hereby adopt, establish, and impose the following covenants, restrictions, easements, charges, and liens to apply to the use, improvement, occupancy, and conveyance of the Property, as the same may be supplemented and amended from time to time. Each contract, deed, lease, or other conveyance which may be hereafter executed with regard to any portion of the Property shall conclusively be held to have been executed, delivered, and accepted subject to these Covenants, which Covenants shall run with the land and be binding upon all successive owners thereof regardless of whether these Covenants are set out in full or incorporated by reference in said conveyance.

ARTICLE I DEFINITIONS

Section 1.01: "Annexation Instrument" means an instrument Recorded pursuant to Article V which subjects additional property to these Covenants, designates Neighborhoods, and/or imposes additional restrictions and obligations on the land described in such instrument.

Section 1.02: "Annual Assessments" means assessments that are levied against all Owners to pay for Common Expenses budgeted for the fiscal year, as more specifically described in Section 2.02.

Section 1.03: "Area of Common Res~onsibility" means the Association Property and other areas, if any, for which the Association has or assumes maintenance, insurance,

operating, or other responsibiIity under these Covenants, the Neighborhood Declarations, or other agreements which the Association may enter into.

Section 1.04: "Articles of Incomoration" means the Articles of Incorporation of The Woodlands Association of Neighborhoods, Inc., a Texas non-profit corporation, which may be filed with the Secretary of State of Texas, and as such may be amended from time to time.

Section 1.05: "Assessable Tract" means the fee estate in the surface of and aerial rights above any separately owned or described portion of the Property, except such part or parts thereof as may from time to time constitute "Exempt Property," as hereinafter defined.

Section 1.06: "Assessed Valuation" has the meaning specified in Section 2.02(G).

Section 1.07: "Assessment Rate" means a specified number of cents for each one hundred dollars of Assessed Valuation as determined by the Board in accordance with Section 2.02(F).

Section 1.08: "Association" means The Woodlands Association of Neighborhoods, Inc., a Texas non-profit corporation, its successors and assigns. The Association shall not be incorporated at the tirne these Covenants are Recorded, but may be incorporated subsequently pursuant to the terms of Section 6.01.

Section 1.09: "Association Pro~erty" means all real and personal property that the Association owns, leases, or otherwise holds possessory or use rights in for the common use, benefit, and enjoyment of all Owners and Residents.

Section 1.10: "Benefitted Assessments" means assessments levied against a particular Neighborhood, Neighborhood Association, Owner, or Resident for expenses incurred or to be incurred by the Association or Declarant for the purposes described in Section 2.06.

Section 1.11: "Board of Directors" or means the body responsible for administration of the Association, seiected as provided in the By-Laws and serving in the same role as boards of directors under Texas non-profit corporate law.

Section 1.12: "By-Laws" means the By-Laws of The Woodlands Association of Neighborhoods, Inc., which establish the powers, duties, and organization of the Association, as such may be Recorded and may be amended from time to time.

Section 1.13: "Common Ex~ense" means the actual and estimated expenses which the Association incurs or anticipates incurring as a result of owning, operating, maintaining, and insuring the Area of Common Responsibility, and all other expenses of the Association for the general benefit of all Owners, Neighborhoods, and Neighborhood Associations.

Section 1.14: "Cornmunitv Facilities" means the parks and other community amenities or facilities for use by Owners and Residents as designated by Declarant or the Association &om time to time.

Section 1.15: "Communitv-Wide Standard" means the standard of conduct, maintenance, or other activity generally prevailing throughout the Property. Such standard may be more specifically defined by Declarant prior to the Association's incorporation and, thereafter, by the Board. The design standards, restrictions, regulations, rules, and all other such standards for each Neighborhood shall conform to and be consistent with the Community-Wide Standard. In the event of a conflict or dispute as to the prevailing standard, the ruling of Declarant or the Board shall be determinative.

Section 1.16: "Communitv-Wide Standards Committee" or "m means the committee which has authority to promulgate and administer standards, rules, and regulations governing the improvement of all Tracts within the Property and primary authority over the initial construction of Structures and Improvements thereon, as more specifically described in Article VII.

Section 1.17: "Covenant Lien" has the meaning given in Section 2.10.

Section 1.18: "Covenants" means this Declaration of Covenants, Restrictions, Easements, Charges and Liens for The Woodlands Association of Neighborhoods, as the same may be amended or supplemented from time to time.

Section 1.19: "Declarant" means The Woodlands Land Development Company, L.P., a Texas limited partnership, its successors and assigns.

Section 1.20: "Declarant Control Period" means the period during which Declarant is entitled to appoint the Board members as provided in Section 6.04.

Section 1.21: "Deed" means a deed, assignment, easement, lease, or other instrument conveying legal title to any portion of or interest in the Property, including, but not limited to, a Tract.

Section 1.22: "Easement Area" has the meaning specified in Section 12.02.

Section 1.23: "Exempt Property" means the following portions or parts of the Property:

A. all land and Taxable Improvements owned by the United States, the State of Texas, or any political subdivision, instrumentality, or agency of any such entity;

B. all land and Taxable Improvements owned by the Association or any Neighborhood Association for so long as the Association or Neighborhood Association shall be the owner thereat and

C. ail land and Taxable Improvements exempt &om both county and the State of Texas real property taxes by virtue of applicable law.

Section 1.24: "Governing Documents" means these Covenants, the Articles of Incorporation, the By-Laws, any written Community-Wide Standards, and such other documents and instruments which govern the administration and operation of the Property pursuant to these Covenants.

Section 1.25: "Irnurovement" means any physical change to a Tract or any Structure thereon, including, by way of example, landscaping, grading, or changing the size, shape, or appearance of a Structure.

Section 1.26: "Member" means a Member of the Association, when formed. A Member shall be any person or entity who is an Owner or a Resident. The Association shall have two classes of Members, Class A and Class B, as described in Section 6.02 of these Covenants.

Section 1.27: "Morteaee" means a mortgage, a deed of trust, a deed to secure debt, or any other form of security instnunent affecting title to any Tract. The term "Morteaeee" shall refer to a beneficiary or holder of a Mortgage.

Section 1.28: "Neiehborhood" means an area within the Property designated as a Neighborhood by Declarant in Exhibit "A" to these Covenants or in a Recorded document annexing additional real property to these Covenants.

Section 1.29: "Neiehborhood Assessments" means assessments levied against the Assessable Tracts in a articular Neiehborhood or Neighborhoods to fund Neidborhood - - - Expenses, as described in Section 2.04.

Section 1.30: "Neighborhood Association(sy means a community, property owner, or condominium association established within the Property to administer the affairs of a Neighborhood, subject to the jurisdiction of the Association and the terms of these Covenants. However, the term "Neighborhood Association" shall not include any sub-association or condominium association whose jurisdiction is concurrent with, but subordinate to, that of a Neighborhood Association.

Section 1.31: "Neiehborhood Declaration(sl" means the Recorded declaration of covenants, easements, charges, and liens, by whatever name denominated, which by its terms makes a Neighborhood and its members subject to its terms as well as to the terms of these Covenants and the Association.

Section 1.32: "Neighborhood Ex~enses" means the actual and estimated expenses which the Association incurs or expects to incur for the benefit of the Members within a particular Neighborhood or Neighborhoods, which may include a reasonable reserve for capital repairs and replacements and a reasonable administrative

charge, as may be authorized pursuant to these Covenants or any applicable Neighborhood Declaration.

Section 1.33: "Neighborhood Pro~ertv" means all that certain real property which is subject to the terms of a Neighborhood Declaration as "common property," "common area," or by whatever name denominated and which is owned and maintained by a Neighborhood Association for the primary use and benefit of the Owners and Residents of a particular Neighborhood.

Section 1.34: "Neiehborhood Standards Committee" means the committee which has primary authority over modifications to existing Structures and Improvements on any land within a Neighborhood, as provided for in Article VII.

Section 1.35: "w means every Person who holds:

A. a fee, leasehold, or easement interest in or to any Tract, regardless of whether such Tract is used for residential or nonresidential purposes;

B. a fee or leasehold title to a condominium unit located on any portion of the Property; or

C. any share, membership, or other interest in any cooperative or other entity organized and operated for the purpose of providing residential dwelling to its shareholders, members, or other beneficiaries, which share, membership or other interest entitles the owner thereof to possession of a residential dwelling unit within the Property,

whether or not such Person actually resides on any part of the Property. "Owner" includes contract sellers, but excludes those owning an interest merely as security for the performance of an obligation.

Section 1.36: "Person" means a natural person, a corporation, a partnership, a trustee, or other legal entity.

Section 1.37: "Private FaciliR" means certain real property and any improvements and facilities thereon located adjacent to or in the vicinty of the Property, which are privately owned and operated by Persons other than the Association for recreational and related purposes, on a membership basis or otherwise. The Private Facilities shall include, without limitation, the common areas and facilities owned and operated by The Woodlands Community Association, Inc. and The Woodlands Association, Inc., respectively, for the benefit of the members and residents of those communities.

Section 1.38: "Proaertv" means:

A. all real property described in Exhibit "A," together with all existing or subsequently constructed Structures and Improvements thereon and any unit in a condominium located on any portion of such Property; and

B. from and afier the date of such annexation, all real property which has been made subject to these Covenants pursuant to Article V, together with all existing or subsequently constructed Structures and Improvements thereon and any unit in a condominium located on any portion of such property.

Section 1.39: "Record." "Recordine." "Recorded," or "Recordation" means to file, the filing of, or filed of record, a legal instrument in the official Public Records of Real Property of Montgomery County, Texas, or Harris County, Texas, as applicable, or such other place as may be designated as the official location for recording deeds, plats, and similar documents affecting title to real estate in such counties.

Section 1.40: "Resident" means each Person domiciled on any part of the Property regardless of whether such Person is also an Owner.

Section 1.41: "S~ecial Assessments" means assessments levied against all Owners to cover unanticipated expenses or expenses in excess of those budgeted, as provided for in Section 2.05.

Section 1.42: "Structure" means:

A. any man-made thing or device, including, but not limited to, any building, garage, porch, shed, greenhouse, bathhouse, cabana, covered or uncovered patio, swimming pool, play apparatus, clothesline, fence, curbing, paving, wall, sign, permanent living quarters, and any other temporary or permanent improvement; and

B. any excavation, fill, ditch, diversion dam, or other thing or device which changes the grade of any Tract more than six (6) inches from that existing at the time of purchase by the Owner, or which affects or alters natural drainage flows or the flow of any waters in any natural or artificial stream, wash or drainage channel.

Section 1.43: "Successor Entity" has the meaning given in Section 16.03.

Section 1.44: "Taxable Im~rovements" means all Structures, Improvements, and other matters and things which, at the time of assessment pursuant to Article I1 of these Covenants, are defined as real property under applicable law for purposes of ad valorem taxation by the State of Texas or the county in which such improvements are located.

Section 1.45: "The Woodlands" means the comprehensively planned real estate community developed by Declarant and Declarant's predecessors in interest, as described in the "Background" section of these Covenants.

Section 1.46: "w' means any improved or unimproved portion of the Property which has been subdivided by a plat, condominium declaration, or survey description Recorded in the county in which such land is located.

ARTICLE I1 ASSESSMENTS AND COVENANT LIEN

Section 2.01: Creation of the Lien and Personal Obligation of Assessments. The Association is authorized to levy assessments as provided for in this Article and in these Covenants. By acceptance of a Deed, whether or not it shall be so expressed in such Deed, each Owner is deemed to covenant and agree to pay all assessments authorized herein. Each Neighborhood Association, upon the Association's request, shall be obligated to collect all assessments levied by the Association against the Assessable Tracts within its respective Neighborhood and to pay such assessments to the Association.

All Association assessments and other charges and fees, together with interest (computed &om its due date at a rate of eighteen percent (18%) per anuum or such other or higher rate as the Board may establish subject to the limitations of Texas law), late charges (as determined by Board resolution), court costs, reasonable attorney fees, and all other costs incurred in the collection of unpaid assessments, shall constitute a continuing lien upon each Assessable Tract until paid in full.

Additionally, each Owner shall be personally liable for all assessments, charges, and fees levied against his or her Assessable Tract or otherwise imposed pursuant to the Governing Documents, together with interest (computed from its due date at a rate of eighteen percent (18%) per annum or such other or higher rate as the Board may establish subject to the limitations of Texas law), late charges (as may be determined by prior Board resolution), court costs, reasonable attorney fees, and all other costs incurred in the collection of such unpaid assessments. However, an Owner shall be personally liable oniy for those assessments, charges, and fees levied against his or her Assessable Tract subsequent to the Owner's acquisition of title to the Assessable Tract and prior to the conveyance of such Assessable Tract to another Person.

Section 2.02: Allocating Common Expenses: Annual Assessments.

A. Commencement of Obligation to Pay Assessments. Annual Assessments for any Assessable Tract shall commence to accrue on the first day of the month following the earlier to occur of: (i) the date upon which Declarant conveys to another Person record fee title to that Assessable Tract, or (ii) the date upon

which Declarant or its lessee, agent, contract purchaser, permittee, or invitee commences the use or occupancy of any Structure or Improvement constructed on an Assessable Tract; provided, no Annual Assessment shall be levied prior to the incorporation of the Association. The first Annual Assessment levied on each Assessable Tract shall be adjusted according to the number of months remaining in the fiscal year at the time assessments commence on the Assessable Tract. In each subsequent year, Annual Assessments shall accrue annually as of January 1.

B. .fl. ProceduresVifo rhe exception of the initial .hnual .%ssessment on .Assessable Tracr, . h u a l Assessments shall be calculated, assessed, and billed to Owners or their agents or Mortgagees prior to January 1 of the year for which the same are due. Annual Assessments shall be payable upon receipt, and shall be delinquent if not paid within sixty (60) days following January 1 of the year for which same are due. The failure of the Association to provide a written statement of assessments due on or before January 1 shall not invalidate such Annual Assessment or any of the rights of the Association regarding the collection of delinquent assessments, except that Annual Assessments billed after January 1 shall not become delinquent until sixty (60) days following the date on which the statement was mailed to the Owner.

C. Oution to BilI Neighborhood Associations. In lieu of billing Owners directly for Annual Assessments, as well as all other assessments, charges, and fees authorized by the Governing Documents, the Association may elect to bill Neighborhood Associations for the assessment obligations of their Owners. In such event, the Association shall mail or deliver an invoice statement of the amount of assessments due from the Assessable Tracts within the Neighborhood to the appropriate Neighborhood Association at least forty-five (45) days prior to the beginning of the fiscal year, and the Neighborhood Association shall bill and collect such assessment directly from the Owners subject to its jurisdiction. The Neighborhood Association shall pay to the Association the full amount due for such assessment obligations within the time period specified in paragraph (B) above, or within such other longer period, and in such installments, as may be permitted by the Board.

The terms of this Section 2.02(C) shall not in any way relieve an Owner of his or her obligation to pay assessments, charges, or fees authorized by the Governing Documents and shall not affect the Covenant Lien against each Assessable Tract as established by this Article. In the event of failure of a Neighborhood Association to pay such assessments, the Association may exercise its right to foreciose the Covenant Lien directly against the Assessable Tract. Notwithstanding its election to collect assessments through a Neighborhood Association, the Association reserves the right subsequently to collect Annual Assessments and all other assessments directly irom Owners.

D. Adjustment of Budget and Annual Assessments. The Board may revise the budget and adjust the Annual Assessments from time to time during the fiscal year, subject to the notice and payment requirements set forth in the Governing Documents or a Board resolution.

E. Calculation of Annual Assessment. The Board shall assess against each Assessable Tract an Annual Assessment for each caiendar year equal to the Assessment Rate times the Assessed Valuation of the Assessable Tract, as set forth below.

F. Assessment Rate. Beginning in the first year in which Annual Assessments are levied, the Assessment Rate shall not exceed thirty-five cents ($0.35) for each One Hundred Dollars ($100.00) of Assessed Valuation. The Assessment Rate may be increased by the Board in any succeeding year, upon a determination by the Board that the proposed increase is necessary to meet the expenses, costs of operation, debt service obligation, reserve account deposits, capital additions, and planned expansion of the Association.

Notwithstanding the above, except for assessment increases necessary for emergency situations or to reimburse Declarant or the Association pursuant to Section 2.06, any proposed Assessment Rate that is more than twenty percent (20%) over the Assessment Rate for the immediately preceding fiscal year is subject to disapproval by a majority of the Class "A" Members. Disapproval may be indicated by vote or written consent prior to the beginning of the fiscal year. If any proposed Assessment Rate is disapproved or the Board fails for any reason to determine the Assessment Rate for any year, then the Assessment Rate most recently in effect shall continue in effect until a new Assessment Rate is determined. In such event, the Class "A" Members shall be notified of the proposed Assessment Rate increase at least thirty (30) days prior to its taking effect. There shall be no obligation to call a meeting for the purpose of considering disapproval of the budget.

An emergency situation is any one of the following:

(1) an expense required by an order of a court;

(2) an extraordinary expense necessary to repair or maintain the Property or any part thereof, for which the Association is responsible, or where a threat to personal safety on the Property is discovered; or

(3) any expense necessary to repair or maintain the Property or any part thereof, for which the Association is responsible, which could not have been reasonably foreseen by the Board in preparing and distributing the Common Expense budget. However, prior to the imposition or collection of such an assessment, the Board shall pass a resolution containing written fmdings as to the necessity of the expense involved and the reason(s) for the unforeseeability of the expense

in the budgeting process. Notice of such resolution shall be provided to the Members along with the notice of such assessment.

G. Assessed Valuation. The "Assessed Valuation" of any Assessable Tract means:

(1) For any year when the value of all Taxable Improvements on an Assessable Tract is not shown on the tax rolls of the county in which the property is located, the Assessed Valuation of that tract means the fair market value of the Assessable Tract and all Taxable Improvements located thereon, as of September 1 of the year during which Annual Assessments for the following year are calculated. Fair market value may be determined from sales price, bonafide appraisal, or such other means as is satisfactory to the Board.

(2) For any year when the value of all Taxable Improvements on the Assessable Tract is shown on the tax rolls of the county in which the property is located, Assessed Valuation will mean the value of the Assessable Tract and all Taxable Improvements thereon, on the assessed valuation rolls of the appraisal district or other governmental entity charged by law with the duty of determining assessed valuations for the purpose of county or state ad valorem taxation in the county in which the Assessable Tract is located. For purposes of determining Assessed Valuation, the Board shall use the most current valuation rolls available as of September 1 of the year during which Annual Assessments for the following year are being calculated. Adjustments made to the value of any Tract by the appraisal district after September 1 shall not affect the Assessed Valuation used by the Board in calculating Annual Assessments for the following year. The Assessed Valuation shall not reflect any adjustment made to said value by the application of any assessment ratio then employed by the State, county, or other governmental entity.

(3) If both the State of Texas and the county in which the Assessable Tract is located shall cease to impose ad valorem or real property taxes, the Board may adopt an altemative method of determining assessed value which will provide a sufficient cash flow to meet the obligations of the Association.

H. Notice to Association. The owner of each Assessable Tract shall provide to the Association the name and address of each Person owning an interest in said il.ssessable Tract and of the Mortgagee (or Mortgage servicing company if different from the Mortgagee) holding a Mortgage secured by all or a portion of the Assessable Tract or the TaxabIe Improvements thereon from time to time. Such information shall be kept current as of thirty (30) days following any change in such information. In the alternative, a Neighborhood Association may provide such information to the Association on behalf of the Owners of Assessable Tracts within such Neighborhood.

I. Statement of Annual Assessment. The Association shall send a written statement of Annual Assessment to: (i) the Owner or his or her designee as shown in the most recent records of the Association; (ii) if the Owner or Mortgagee has notified the Association in writing that the Annual Assessment is to be paid by the Mortgagee, to the Mortgage company or other lender holding a Mortgage lien upon the Assessable Tract (or Mortgage servicing company if different &om the Mortgagee) as shown in the most recent records of the Association; or (iii) to the Neighborhood Association with jurisdiction over said Owner in the event that the Board elects to bill Neighborhood Associations for the assessment obligations of their Owners for any given year.

The written statement shall set forth: (i) the Assessed Valuation of the Assessable Tract; (ii) the Assessment Rate for the year in question; (iii) the amount of the Annual Assessment assessed against that Assessable Tract, stated in terms of the total sum due and owing as the Annual Assessment; (iv) the date upon which the Annual Assessment shall be deemed delinquent; and (v) a notice that delinquent Annual Assessments will bear interest from the due date until paid in full, at the rate specified in Section 2.01.

J. Abatements. The Board may adopt procedures and guidelines to grant an abatement of Annual Assessments with respect to any Assessable Tract which has been granted a tax abatement by the county or other governmental entity holding the power to levy and collect ad valorem or real estate taxes on said Assessable Tract ("Government Abatement"). The Board shall have the right, but not the obligation, to grant an abatement of the Annual Assessment for a period of time and in an amount not exceeding the limits set forth in the Governmental Abatement. The Board shall have the right to condition the grant of such abatement upon such terms as the Board shall deem proper, in addition to the conditions and limitations set forth in the Governmental Abatement.

Section 2.03: Budgeting for Reserves. The Board may, in its discretion, include in the budget those amounts which may be held as reserves for the replacement and repair of capital items, and those amounts which may be held as capital reserves and operating reserves.

Section 2.04: Neighborhood Assessments. The Association is hereby authorized to levy Neighborhood Assessments equally against the Assessable Tracts within a Neighborhood to fund Neighborhood Expenses. Neighborhood Expenses shall include the costs incurred in providing additional services or a higher level of services to the Owners and Residents in the Neighborhood upon the request of the Owners and Residents in the Neighborhood, pursuant to a Neighborhood Declaration, or upon Board resolution.

If so specified in any applicable Neighborhood Declaration or if so directed by a petition signed by a majority of the Owners within the Neighborhood, any portion of the assessment intended for exterior maintenance of structures,

insurance on structures, or replacement reserves which pertain to particular structures shall be levied on each of the benefited Assessable Tracts in proportion to the benefit received.

Unless otherwise determined by the Board, the commencement dates, due dates, and methods of payment of Neighborhood Assessments shall be as specified for Annual Assessments in Section 2.02.

Section 2.05: S~ecial Assessments. In addition to Annual Assessments and Neighborhood Assessments, the Association may levy Special Assessments to cover unbudgeted expenses or expenses in excess of those budgeted. Any such Special Assessment may be levied against the entire membership, if such Special Assessment is for Common Expenses, or against the Assessable Tracts within any Neighborhood if such Special Assessment is for Neighborhood Expenses. Except as otherwise specifically provided in these Covenants, any Special Assessment shall require the affirmative vote or written consent of two- thirds (213) of the Owners (other than Declarant) of the Assessable Tracts subject to the Special Assessment, and the written consent of Declarant, so long as Declarant owns any property subject to these Covenants or which may become subject to these Covenants in accordance with Article V.

Special Assessments shall be levied in accordance with the allocations set forth in Section 2.02. Special Assessments shall be payable in such manner and at such times as the Board determines, and may be payable in installments extending beyond the fiscal year in which the Special Assessments are approved. The Association may authorize collection of Special Assessments by Neighborhood Associations on behalf of their respective Owners. Unpaid Neighborhood Assessments, in addition to interest, late charges, reasonable attorney fees, court costs, and costs of collection, shall constitute a continuing lien upon the subject Assessable Tract in accordance with the terms of Sections 2.01 and 2.10.

Section 2.06: Benefitted Assessments. Declarant and the Association shall have the power to levy Benefitted Assessments against particular Assessable Tracts or Neighborhoods:

A. to cover the costs, including overhead and administrative costs, of providing services to particular Assessable Tracts upon the request of an Owner or as may be otherwise mandated or permitted by these Covenants or other applicable covenants. Assessments for special services may be levied in advance of the provision of the requested service; and

B. to cover costs incurred in bringing into compliance with the Governing Documents, or costs incurred as a consequence of the conduct of the Owner or occupants of the Assessable Tract, their agents, contractors, employees, licensees, invitees, or guests; provided, Declarant or the Board, as appropriate,

shall give the Tract Owner written notice and an opportunity to cure any such deficiency before levying any Benefitted Assesment under this paragraph (B).

Declarant or the Association may also levy a Benefitted Assesment against any Neighborhood Association to reimburse DecIarant or the Association for costs incurred in bringing the Neighborhood into compliance with the provisions of the Governing Documents, provided Declarant or the Board, as appropriate, gives prior written notice to the Neighborhood Association's board of directors and an opportunity for the Neighborhood Association to cure the deficiency before levying any such assessment.

Section 2.07: User Fees. The Board, in addition to other assessments provided for in this Article, may levy and collect charges and fees ("User Fees") for the operation and maintenance of facilities and the provision of services for the benefit of the Property, Owners, Residents, and the general public. In establishing User Fees, the Board may formulate reasonable classifications of users. Fees and charges must be uniform within each class but need not be uniform &om class to class. User Fees shall become due and payable in the discretion of the Board, and shall become a personal debt of the user and, if applicable, shall be a lien against the Owner's Tract. Failure of any Owner or Resident to pay a User Fee when due and payable shall also be a breach of these Covenants and shall result in the suspension of the Owner's or Resident's rights and privileges as set forth in Article IV. Prior to the Association's incorporation, Declarant shall have the right to levy and collect User Fees, and to assert lien rights against the Owner's Tract, in the same manner as provided above for the Board.

Section 2.08: Assessment bv Board. The Board shall have the right to adopt procedures for the levy, imposition, billing, and collection of assessments, charges, and fees, provided that the same are not inconsistent with the express provisions of the Governing Documents.

Section 2.09: Assessment Certificate and Transfer Fee. Upon written request by an Owner, the Association, or Declarant, if prior to the incorporation of the Association, shall, within a reasonable period of time, issue to an Owner a written certificate stating that all assessments, charges, and fees (including any interest, late fees, and costs) have been paid with respect to any specified Assessable Tract. If all assessments, charges, and fees have not been paid, the certificate shall set forth the amounts of such assessments, charges, and fees (including any interest, late fees, and costs) due and payable as of the date of the certificate. Declarant or the Association may make a reasonable charge for the issuance of such certificate. Any such certificate, when duly issued, shall be conclusive and binding with regard to any matter therein stated as between Declarant or the Association, as appropriate, and any bona fide purchaser or lender on the Assessable Tract specified in such certificate.

Declarant, prior to the incorporation of the Association, or the Association, upon incorporation, shall have the right to charge any Owner selling or otherwise transferring title to an Assessable Tract, a transfer fee which is reasonable compensation, in the opinion of Declarant or the Board, for the costs incurred by Declarant or the Association in updating its records to reflect the transfer of ownership. Notwithstanding the above, no transfer fee shall be levied upon transfer of title to an Assessable Tract by or to Declarant or by a builder who held title solely for purposes of development and resale.

Section 2.10: Covenant Lien. Declarant and all Owners, by acceptance of a Deed, whether or not it shall be expressed in such Deed, hereby covenant and agree to grant, and do hereby grant to Karen West, as Trustee (hereinafter the "Trustee") a continuing lien (the "Covenant Lien") on each Assessable Tract and all Structures and Improvements thereon, for the benefit of the Association, to secure payment of delinquent assessments (including Annual, Neighborhood, Special, and Benefitted Assessments), charges, and fees (including User Fees) against the Assessable Tract for this and future years, together with interest (computed from its due date at a rate of eighteen percent (18%) per m u m or such other or higher rate as the Board may establish subject to the limitations of Texas law), late charges (as may be determined by prior Board resolution), court costs, reasonable attorney fees, and all other costs incurred in the collection of unpaid assessments. The Association shall have the right to appoint one or more substitute or successor trustees t o act in place of the Trustee named hereinabove without other formality than the Recordation of such substitution. The authority hereby conferred on the Trustee shall extend to any substitute or successor trustees appointed in accordance with this paragraph.

The Covenant Lien shall be superior to any and all other charges, liens, or encumbrances which may hereafter in any manner arise or be imposed upon any Assessable Tract, whether arising from or imposed by judgment or decree, or by any agreement, contract, Mortgage, or other instrument, excepting only Mortgage liens made or insured by the Federal Housing Administration, the Veterans Administration, or any successor to said agencies (unless said agency has agreed by Recorded document to subordinate its lien) and such liens for taxes or other public charges as are made superior by state law. Declarant and each Owner by acceptance of a Deed f i rher agree that the Covenant Lien shall be a covenant running with the title to each Assessable Tract and all Structures and Improvements thereon. Sale or transfer of any Assessable Tract at foreclosure or in lieu of foreclosure shall not relieve said Assessable Tract from liability for any assessments, charges, and fees thereafter becoming due.

Prior to the Association's incorporation, Declarant shall have a Covenant Lien as described above with respect to unpaid Benefitted Assessments and User Fees.

Section 2.11: Remedies of Declarant and the Association. If any assessments, charges, or fees secured by the Covenant Lien remain unpaid beyond the date same become

delinquent, Declarant or the Board, as applicable, shall have the right to pursue any and all remedies available to Declarant or the Association, at law or in equity, to enforce payment of said sums, including, but not limited to, the following:

A. bringing an action at law against the Owners or other Persons (including any Neighborhood Association if billed directly by the Association) obligated to pay the assessments, charges, or fees secured by the Covenant Lien in order to collect such delinquent sums, together with interest (computed £rom its due date at a rate of eighteen percent (18%) per annum or such other or higher rate as the Board may establish subject to the limitations of Texas law), late charges (as may be determined by prior Board resolution), court costs, reasonable attorney fees, and all other costs incurred in the collection of unpaid assessments;

B. furmshing to any Mortgagee and Recording a notice of overdue assessments, charges, and fees owed under the Covenant Lien;

C. authorizing and directing the foreclosure of the Covenant Lien against the Assessable Tract and all Structures and Improvements thereon by public sale conducted in accordance with Texas law for the foreclosure of deed of trust liens upon real property; and

D. bringing an action for judicial foreclosure of the Covenant Lien in the manner prescribed by law.

The election to exercise any of the remedies permitted shall not be construed to constitute an election to waive the right to exercise any other available remedy. Each Owner hereby authorizes the use of any and all such remedies as frequently as necessary to collect the payment of sums secured by the Covenant Lien.

Section 2.12: Notice to Morteaeees. Notwithstanding any provisions of these Covenax& to the contrary, Declarant or the Association, a s applicable, shall provide to each holder of a loan secured by a Mortgage on an Assessable Tract, which is subordinate to the Covenant Lien, sixty (60) days prior notice of its intention to take any action to foreclose its lien on such Assessable Tract. The requirement of this Section is contingent upon the Mortgagee's proper written notification to Declarant or the Association, as appropriate, of its Mortgage interest and current mailing address.

ARTICLE I11 USE OF FUNDS

Section 3.01: Pumoses for Which Funds Mav Be Used. The Association may apply all or portions of funds received by it pursuant to these Covenants and all other funds

and property received by it from any source, to the following pro tanto and in the order stated:

A. the payment of all principal and interest when due, on all loans made to the Association, to the extent required under any agreement with note holders;

B. the Association's operating costs and expenses; and

C. for the benefit of the Property, including, but not limited to, the acquisition, construction, reconstruction, conduct, alteration, enlargemenr, laying, renewal, replacement, repair, maintenance, operation, financing, and subsidizing of, and establishment of reserve accounts for, such of the following facilities, services, projects, studies, programs, systems, and properties as the Board, in its discretion, may from time to time establish or provide:

(1) parks, recreational facilities and services, drainage systems, streets, roads, highways, walkways, curbing, gutters, sidewalks, trees, landscaping, fountains, benches, shelters, directional and informational signs, walkways, bridges, and street, road, and highway lighting facilities;

(2) facilities and services for the collection, treatment, and disposal of garbage and refuse;

(3) transit systems, stations and terminals, airfields, airports, air terminals and associated facilities and services;

(4) facilities and services for fire suppression and prevention;

(5) facilities and services for security and/or law enforcement;

(6 ) public utility systems, communication systems, and facilities, including all buildings, systems, facilities, and services used or useful in connection with the operation of communication networks and facilities, towers, stations, cables, lines, ducts, equipment, and appurtenances, and ail properties, rights, easements, and franchises relating thereto;

(7) office buildings, buildings, storage and maintenance yards, garages, and other buildings and facilities deemed necessary or desirable by the Board in connection with the administration, management, control, and operation of the Association;

(8) community centers, auditoriums, galleries, halls, amphitheaters, theaters, arenas, and studio facilities, including equipment, supplies, and services in connection therewith;

(9) educational buildings, libraries, including books, supplies, and accessories in connection therewith;

(10) facilities and services for emergency medical response and treatment;

(1 1) hospitals and clinics, including equipment, medicines, supplies, and accessories in connection therewith;

(12) traffic engineering programs and parking facilities;

(13) facilities for animal rescue, marinas, equestrian centers, and facilities;

(14) skeet, trap, and rifle ranges, bowling alleys, and any other recreational facilities and services; and

(15) any and all other improvements, facilities, and services that the Board shall deem desirable, beneficial, or necessary for the advancement and best interests of the Property, Owners, and Residents.

Section 3.02: Handling of Funds. In order to secure the repayment of any and all sums which the Association may borrow from time to time, the Board is hereby granted the right and power:

A. to assign and pledge revenues received and to be received by the Association under any provision of these Covenants and the Governing Documents, including, but not limited to, the proceeds &om the Annual Assessments, and

B. to enter into agreements with lenders with respect to the collection and disbursement of funds, including, but not limited to, agreements wherein the Association covenants:

(1) to assess the Annual Assessments on January 1 of each year (or on a different date determined in accordance with Section 2.02(A) with respect to the initial Annual Assessment due for an Assessable Tract) and, subject to the limitation on amount specified in Article II, to assess the same at a particular rate or rates,

(2) to establish sinking funds andfor other security deposits,

(3) to apply funds received by the Association to the payment of all principal and interest due on such loans,

(4) to establish such procedures as may be required by lenders, so long as such are consistent with these Covenants, and

(5) to provide for the custody and safeguarding of all funds received by the Association.

' I le amount, terms, and rates of all such loan agreements shall be subject to the Board's discretion.

Section 3.03: Accumulation of Funds Permitted. The Association shall not be obligated to spend in any calendar year all the sums collected in such year by way of assessments or otherwise, and may cany forward as surplus any balances remaining. Moreover, the Association shall not be obligated to apply any such surpluses to the reduction of the amount of Annual Assessments or other assessments, charges, and fees in the succeeding year, but may cany forward fTom year to year such surplus as the Board may determine in its sole discretion.

Section 3.04: Bondinv. The Board may require that all Persons who handle the Association h d s or monies post bonds sufficient in amount to indemnify the Association for any loss.

Section 3.05: Mortgages of Association ProverQ. The Board shall have the right to mortgage Association Property as deemed necessary by the Board to secure payment of any sum borrowed by the Association from time to time.

Section 3.06: Association Budeet. The Board shall cause to be prepared annual capital and operating budgets for the Association.

ARTICLE IV RIGHTS O F ENJOYMENT IN COMMUNITY FACILITIES

Section 4.01: Rieht to Use Cornmunitv Facilities. Owners and Residents shall have a non- exclusive right and easement of access, use, and enjoyment in and to the Community Facilities. All such rights are subject to Declarant's .and the Association's rights to adopt and promulgate reasonable rules and regulations pertaining to the use of the Community Facilities, including the right to restrict the use of certain facilities to specific Owners and Residents, and the right, in Declarant's or the Board's discretion, to make all or any such facilities available for use by members of the general public with or without charge. The costs, including insurance and administrative costs, associated with the maintenance and operation of facilities made available to less than all Owners and Residents shall be assessed as a Benefitted Assessment or Neighborhood Assessment only against such Owners or Neighborhoods having use rights.

The Association shall have the right to borrow money for the purpose of developing or improving any Community Facility; to mortgage Community Facilities to secure payment of such loans; and to grant such lender rights superior to the rights of Owners and Residents.

Section 4.02: Susvension of Rights. Declarant or the Association shall have the authority to suspend the rights of any Owner or Resident under this Article IV, for any reasonable period during which assessments, charges, or fees of Declarant, the Association, or a Neighborhood Association remain delinquent. Additionally, Declarant or the Association may suspend such rights in connection with the enforcement of any covenants, restrictions, rules, and regulations of Declarant, the Association, or a Neighborhood Association.

Section 4.03: Guests or Invitees. Any Owner or Resident may extend his or her right of use and enjoyment in and to the Community Facilities, as described in Section 4.01, to the members of his or her family, lessees, guests, social invitees, and, as applicable, employees, subject to such regulations as may be promulgated by Declarant or the Board.

Any Owner who leases his or her Tract shall be deemed to have assigned all such rights to the lessee of the Tract for the period of the lease. Other than as set forth in this Section 4.03, an Owner's or Resident's rights to use and enjoy the Community Facilities may not be transferred.

Section 4.04: Right to Convey Prowem. The Association, may convey to third parties portions of the Association Property restricted to use for park or open space purposes. The conveyance of one half (112) acre or less of real property shall require the prior affrmrative vote of two-thirds (213) of the Board. The conveyance of more than one half (112) acre of such restricted Association Property shall require the affirmative vote of two-thirds (2/3) of the eligible Owners voting at an election held for such purpose. Prior to any such vote, the Board shall hold two (2) public hearings at least thxty (30) days apart. Notice of each public hearing and of the election shall be published in a newspaper of general circulation in The Woodlands once each week in the two (2) week period preceding the date of each hearing and the election.

Unless the requirements of Section 4.06 otherwise apply, the Association, by a majority vote of the Board, may convey other Association Property if the Board determines such conveyance to be in the best interest of the Association. No such conveyance shall be made in violation of any restrictions affecting the property being conveyed.

Section 4.05: Rieht to GrantIConvev Easements. Unless the requirements of Section 4.06 otherwise apply, the Association, by majority vote of the Board, or Declarant may grant or convey easements of use and access over and through the Association Property to utility providers and other third parties. Any such easement shall require the benefitted party to act in a manner which minimizes interference with the use and enjoyment of the burdened property by Owners and Residents. Upon completion of work permitted by such easement, the Person exercising the easement shall restore the property, to the extent reasonably possible, to its condition prior to the commencement of the work.

Section 4.06: Actions Reouirinlz Owner Aoproval. If either the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs insures or guarantees the Morigage on any Tract, then the following actions shall require the prior approval of not less than two-thirds (213) of the Owners (other than Declarant) and the consent of the Class B Member, if such exists: merger, consolidation, or dissolution of the Association; annexation of additional property other than that described in Exhibit "B;" and dedication, conveyance, or mortgaging of Association Property (except as otherwise permitted under and in accordance with Section 4.04). Notwithstanding anythmg to the contrary in this Section, the Association, acting through the Board, or Declarant may grant easements over the Association Property for the installation and maintenance of utilities and drainage facilities and for other purposes not inconsistent with the intended use of the Association Property, without the approval of the Owners.

ARTICLE V ANNEXATION OF ADDITIONAL LANDS

Section 5.01: Annexation bv Declarant. Declarant may from time to time subject to the provisions of these Covenants all or any portion of the property described in Exhibit "B" and such other property lying within ten (10) miles of the property described in Exhibit "B" ("Declarant Annexation Property") or otherwise subject to these Covenants, by Recording an Annexation Instrument describing the additional property to be subjected. An Annexation Instrument Recorded pursuant to this Section shall not require the consent of any Person except the owner of such property, if other than Declarant.

Declarant's right to annex property pursuant to this Section shall expire when all the Declarant Annexation Property has been subjected to these Covenants or 30 years after the Recordation date of these Covenants, whichever is earlier. Until then, Declarant may transfer or assign this right to any Person who is the developer of at least a portion of The Woodlands. Any such transfer shall be memoriaiized in a Recorded, written instrument executed by Declarant.

Nothing in these Covenants shall be construed to require Declarant or any successor to subject additional property to these Covenants.

Section 5.02: Annexation bv the Association. The Association may also subject additional property to the provisions of these Covenants by Recording an Annexation Instrument describing the additional property to be annexed. Any such Annexation Instrument shall require the affirmative, majority vote of the Board and the consent of the owner of the property to be annexed. In addition, so long as Declarant owns property subject to these Covenants or which may become subject to these Covenants in accordance with Section 5.01, Declarant's consent shall be necessary. The Annexation Instrument shall be signed by the President

and Secretary of the Association, by the owner of the property to be annexed, and by Declarant, if Declarant's consent is necessary.

Section 5.03: Additional Covenants and Easements. Declarant may subject any portion of the Property to additional covenants and easements, including, but not limited to, covenants obligating the Association to maintain and insure such property and authorizing the Association to recover its costs through Annual, Neighborhood, or Benefitted Assessments. Such additional covenants and easements may be set forth either in an Annexation Instrument subjecting such property to these Covenants or in a separate Annexation Instrument referencing property previously subjected to these Covenants. If the property is owned by someone other than Declarant, then the consent of such Owner(s) shall be necessary and shall be evidenced by their execution of the Annexation Instrument. Any such Annexation Instrument may supplement, create exceptions to, or otherwise modify the terms of these Covenants as they apply to the subject property in order to reflect the different character and intended use of such property.

Section 5.04: Effect of Filing Annexation Instnunent. A n Annexation Insirument shall be effective upon its Recording unless otherwise specified in such Annexation Instrument.

ARTICLE VI THE WOODLANDS ASSOCIATION OF NEIGHBORHOODS, INC.

Section 6.01: -. The Association shall not be incorporated at the time the Covenants are Recorded. Each Owner and each purchaser of a Tract acknowledges and agees that, as the community matures and as circumstances change, the Association may be incorporated as a non-profit corporation under Texas law for the purposes set forth in the Covenants and, from the date of such incorporation forward, shall have all rights, powers, duties, and authority of (inciuding, without limitation, assessment and lien rights as described in Article II), and shall exercise the obligations of, the Association as specifically set forth in these Covenants. Each Owner and Resident acknowledges and agrees that he or she shall become and be a Member of the Association commencing on the date of incorporation and shall have the rights, responsibilities, and obligations of a Member under these Covenants and Texas law, including, without limitation, the obligation to pay assessments described in Article I1 of these Covenants.

For so long as it owns any property described in Exhibits "A" or "B," Declarant unilaterally may incorporate the Association. In addition, at any time, the Association shall be incorporated upon the written consent of a majority of the Tract Owners; provided, for so long as it owns any portion of the property described on Exhibits "A" or "B," Declarant's consent shall be required.

Prior to the incorporation of the Association, Declarant shall be the entity primarily responsible for the administration of these Covenants. Declarant shall

have the power to administer and enforce the Covenants and enact and enforce reasonable rules regulating the use of the Property, including any Community Facilities, in the same manner a s provided herein for the Association; provided, Declarant shall not be authorized to levy Annual Assessments or Special Assessments pursuant to Article 11, which rights are specifically reserved for the Association, when formed. Under no circumstances shall Declarant be obligated to perform any power or duty assigned to the Association by these Covenants.

Notwithstanding the incorporation status of the Association, all covenants, conditions, and restrictions relating to the Property shall be effective upon Recordation of the Covenants and shall be immediately binding upon the Property and all Owners. Regardless of the incorporation of the Association, evexy Owner and Resident shall comply with the Governing Documents.

Section 6.02: Members. The Association shall have two classes of Members: Class A and Class B.

A. Class A. Class A Members shall be all Residents and all Owners (other than Declarant) who are not Residents.

B. Class B. The sole Class B Member shall be Declarant. The Class B Member may appoint the members of the Board during the Declarant Control Period, as specified in Section 6.04. Additional rights of the Class B Member are specified in the relevant sections of the Governing Documents. Mer termination of the Declarant Control Period, the Class B Member shall have a right to disapprove actions of the Board and committees.

The Class B membership shall terminate upon the earlier oE (1) ten years after expiration of the Declarant Control Period, pursuant to Section 6.04; or (2) when, in its discretion, Declarant so determines and declares in a Recorded instrument. Upon termination of the Class B membership, Deciarant shall be a Class A Member entitled to one vote for each Assessable Tract which it owns.

Section 6.03: Voting Rights. Each Class A Member shall be entitled to one (1) vote for each Assessable Tract within its jurisdiction; provided, any Class A Member who is in violation of these Covenants, as determined by a majority of the Board, or who is delinquent in the payment of any Annual Assessment, Neighborhood Assessment, Special Assessment, Benefitted Assessment, User Fee (except those for services or facilities whose use is voluntary), or other fees or charges levied pursuant to these Covenants, shall not be entitled to vote during any period in which such violation or delinquency continues.

The Class B Member shall not have a vote but may appoint the members of the Board during the Declarant Control Period, and exercise such additional rights of the Class B Member as specified in the Governing Documents.

Section 6.04: Board of Directors.

A. Declarant shall have the sole authority to appoint, remove, and replace all three (3) directors of the Board during the Declarant Control Period. The Declarant Control Period shall expire upon the first to occur of the following:

(1) when 100% of the Assessable Tracts planned for development within the property described on Exhibits "A" and "B" (as such plans may develop or change) have been conveyed to an Owner other than Declarant or a builder or developer acquiring such Assessable Tract for the purpose of development and sale to third parties in the ordinary course of business;

(2) December 3 1,2029; or

(3) when, in its discretion, the Class B Member so determines.

B. Upon termination of the Declarant Control Period, the Board shall consist of five (5) directors. The Board shall be elected at-large by the Members. Each Member may cast one vote for each position to be filled on the Board. There shall be no cumulative voting. That number of candidates equal to the number of positions to be filled receiving the greatest number of votes shall be elected. The three oithe five directors receiving the largest number of votes in the initial election of directors following termination of the Declarant Control Period are elected for a term of two years, and the remaining two directors are elected for a term of one year. All subsequent elections shall elect directors for a term of two years.

Section 6.05: Board Powers and Duties. The Board shall have all the powers necessary for the administration of the Association's affairs and for performing all responsibilities and exercising all rights of the Association as set forth in the Governing Documents and as Texas law provides for non-profit corporations. The Board shall operate, manage, and maintain the Association Property and the Area of Common Responsibility subject to the rights of every Owner and Resident, the rights and powers of the Association as set forth in the Governing Documents, and the terms, conditions, covenants, or restrictions set forth in the instrument conveying such property to the Association.

The Board shall have the specific authority to establish a minimum Community- Wide Standard for maintenance and preservation of the aesthetic appearance of all portions of the Property. The Association also may promulgate reasonable rules and regulations governing the use of the Area of Common Responsibility.

The Association shall have the authority to enforce such standards and such rules and regulations, including, without limitation, the right to levy fmes, which, if unpaid, shall constitute a Benefitted Assessment and a lien on the violator's property as set forth herein. The Association also shall have the right

of self-help to abate any violation or non-conforming use or activity, which shall not be deemed a trespass, and the costs of which shall be a Benefitted Assessment.

Prior to the incorporation of the Association, and for so long as Declarant owns any property described in Exhibits "A" or "B," Declarant shall have all the powers granted to the Board under this Section for the administration and enforcement of these Covenants and the enactment and enforcement of reasonable rules regulating the use of the Property.

Section 6.06: Indemnification of Officers. Directors. and Others. Subject to Texas law, the Association shall indemnify every officer, director, and committee member against all damages and expenses, including counsel fees, reasonably incurred in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of being or having been an officer, director, or committee member, except that such obligation to indemnify shall be limited to those actions for which liability is limited under this Section and Texas law.

The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made or action taken in good faith on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association).

The Association shall indemnify and forever hold each such officer, director, and cornmittee member harmless from any and all liability to others on account of any such contract, commitment, or action. This right to indemnification shall not be exclusive of any other rights to which any present or former officer, director, or committee member may be entitled. The Association shall, as a Common Expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available.

Section 6.07: Insurance.

A. Coveraees. The Association, acting through the Board or its duly authorized agent, may obtain and continue in effect any or all of the following types of insurance, as deemed necessary or advisable in the Board's business judgment and as may be reasonably available: (1) blanket property insurance covering all insurable improvements on the Association Property and within the Area of Common Responsibility to the extent that the Association has assumed responsibility in the event of a casualty, regardless of ownership; (2) commercial general liability insurance on the Area of Common Responsibility; (3) directors and officers liability coverage; (4) commercial crime insurance,

including fidelity insurance covering all Persons responsible for handling Association funds; and (5) such additional insurance as the Board, in its business judgment, determines advisable.

Premiums for all insurance on the Area of Common Responsibility shall be a Common Expense, except that premiums for property insurance on Assessable Tracts within a Neighborhood shall be a Neighborhood Expense assessable against the Owners within such Neighborhood.

B. Policv Reauirements. After termination of the Declarant Control Period, and if the Board has elected to obtain insurance coverage for the Property, the Association shall arrange for an annual review of the sufficiency of its insurance coverage by one or more qualified Persons, at least one of whom must be familiar with insurable replacement costs in the Montgomery and Hanis County, Texas, area. All Association policies shall be written in the name of the Association and shall provide for a certificate of insurance to be furnished to the Association and, upon request, to each Member insured.

The policies may contain a reasonable deductible. In the event of an insured loss, the deductible shall be treated as a Common Expense or a Neighborhood Expense in the same manner as the premiums for the applicable insurance coverage. However, if the Board reasonably determines, after notice and an opportunity to be heard, that the loss is the result of the negligence or willful misconduct of one or more Owners, their guests, invitees, or lessees, then the Board may assess the MI amount of such deductible against such Owner(s) and their Assessable Tracts as a Benefitted Assessment.

ARTICLE VII COMMUNITY-WIDE STANDARDS COMMITTEE

Section 7.01: General. No Structure shall be commenced, erected, placed, moved onto, or permitted to remain on any Tract, nor shall any existing Structure upon any Tract be remodeled, enlarged, or otherwise altered, nor shall any Improvement be undertaken or conducted on any Tract, nor shall any new use be commenced on any Tract, except in compliance with this Article and the Governing Documents.

Each Owner agrees that no activity within the scope of this Article shall be commenced on such Owner's Tract unless and until the Community-Wide Standards Committee (CWSC) or Modification Committee, as appropriate, gives its prior written approval for such activity, which approval may be granted or withheld in the respective committee's sole discretion.

No approval shall be required to repaint the exterior of a Structure in accordance with the originally approved color scheme or to rebuild in accordance with originally approved plans and specifications. Any Owner may remodel, paint,

or redecorate the interior of his or her Structure without approval. However, modifications to the interior of screened porches, patios, and similar portions of a Structure visible from outside shall be subject to approval as provided herein.

This Article shall not apply to Declarant's activities, nor to activities of the Association during the Declarant Control Period.

Section 7.02: Oreanization of the Communitv-Wide Standards Committee C'CWSC"). The CWSC shall be comprised of five (5) individuals, at least three (3) of whom shall have experience in architecture, engineering, contracting, building code enforcement, or a related field. Declarant shall pay all costs incurred by the CWSC for so long as it appoints the members of the CWSC. The members of the CWSC shall be appointed fiom time to time by Declarant, and the CWSC shall be a function of Declarant. Following the date on which written notice &om Declarant is Recorded, evidencing Declarant's desire to transfer the authority of the CWSC to the Association, the members of the CWSC shall be appointed from time to time by the Association, and the CWSC shall be a fimction of the Association.

Section7.03: Oreanization of Neiehborhood Standards Committees. A Modification Committee shall be established for each Neighborhood with at least fifty (50) - . . Owners. Each Modification Committee shall consist of three (3) or more individuals nominated by the Neighborhood Association's board of directors. For Neighborhoods with fewer than fifty (50) Owners and for Tracts which are not part of any Neighborhood Association, the CWSC (or a sub-committee to which such authority has been delegated) shall be responsible for the functions of the Neighborhood Standards Committee with respect to those Tracts.

Each Neighborhood Standards Committee shall be a function of the Neighborhood Association which appoints it, subject to such standards and requirements as are imposed by the CWSC. In any event, the CWSC shall have oversight authority over the actions of any Neighborhood Standards Committee. Such oversight authority shall include the right of the CWSC to request notice of any Neighborhood Standards Committee decision and the right to veto any such decision which is in contravention of the CWSC's established standards. The operating expenses of each Neighborhood Standards Committee shall be the expenses of the applicable Neighborhood Association. The expenses of a Neighborhood Standards Committee which is not governed by a Neighborhood Association shall be allocated to the particular Tract Owners subject to such Neighborhood Standards Committee as a Benefitted Assessment.

95 Section 7.04: Establishment and Amendment of CWefC Standards. Rules, and Policies. The

CWSC shall promulgate and administer standards, rules, and regulations governing the improvement of all Tracts and initial construction of Structures and Improvements thereon, including, but not limited to, the following: the f o ~ m and content of plans and specifications; architectural style; details of

construction; and any other aspects of construction, modification, or improvement to a Tract. Such standards, rules, regulations, and statements of policy may be amended or revoked by the CWSC from time to time. The CWSC may also promulgate additional Community-Wide Standards.

The CWSC may establish different architectural standards for different Neighborhoods ("Neighborhood Standards") to reflect the different character or land uses of the Neighborhoods. In addition, any Neighborhood Standards Committee or any Neighborhood Declaration may establish Neighborhood Standards for the Tracts within such Neighborhood, provided such Neighborhood Standards are in addition to and not in violation of the Community-Wide Standard, as determined in the CWSC's discretion. All Neighborhood Standards shall be subject to the approval of the CWSC.

It shall be the responsibility of each Owner and Resident to inform themselves of the current standards, rules, regulations, and statements of policy promulgated by the CWSC. No change of policy shall affect the finality of any approval granted prior to such change. Approval for use on any Tract of any plans or specifications shall not be deemed a waiver of the CWSC's right to disapprove such plans or specifications, or any of the features or elements included therein, if such plans, specifications, features, or elements are subsequently submitted for use on any other Tract or Tracts. Approval of any such plans and specifications relating to any Tract, however, shall be final as to that Tract and such approval may not be revoked or rescinded thereafter, provided that:

A. the Structures, Improvements, or uses shown or described on or in such plans and specifications do not violate any prohibition contained in these Covenants; and

B. the approved plans and specifications and any condition attached to such approval have been adhered to and complied with for all Structures or Improvements on, and uses of, the Tract.

Copies of rules, regulations, and statements of policy shall be made available to Owners and Residents as well as other interested parties. Reasonable administrative and copying charges may be required.

Section 7.05: Construction and Occu~ancv Codes. The CWSC shall have the authority to adopt a building code, fire code, housing code, or other similar codes as the CWSC deems necessary or desirable. Any adopted codes shall be made available for inspection to all interested parties at the principal office of the CWSC.

Section 7.06: Land Use Desimation. Prior to the sale by Declarant of any tract of land subject to these Covenants or the construction of any building thereon,

Declarant shall designate the land use for such parcel. There shall be no change in the land use designation for such parcel except with the mutual consent of Declarant and the Owner thereof. In designating the land use for portions of the Property that have been or will subsequently be subdivided, developed, and sold as a part of a common scheme relative to the designated Iand use (a "Development Tract"), Declarant may create reciprocal easement rights binding upon and benefiting each subsequent Owner of such Development Tract. The land use designated to a Development Tract may be changed with the consent of Declarant and the Owners of two-thirds (213) of the Assessable Tracts within such Development Tract, provided that the designated Iand use may not be changed as to a particular Assessable Tract without the consent of the Assessable Tract's Owner. Each land use designation and all changes thereto shall be made by Recorded instrument.

Section 7.07: Construction or Modification. NO Structure shall be commenced, erected, placed, moved onto, or permitted to remain on any Tract, nor shall any existing Structure upon any Tract be modified, remodeled, enlarged, or otherwise altered, nor shall any Improvement be undertaken or conducted on any Tract, nor shall any new use be commenced on any Tract, unless complete plans, specifications, and descriptions of the proposed Structure, Improvement, or use have been submitted to and approved in writing by the CWSC or a Neighborhood Standards Committee, as applicable.

Such plans and specifications shall be in the forn and contain the information required by the CWSC, which, at a minimum, may include:

A. a complete set of construction plans and specifications satisfactory to the CWSC, including the exterior color scheme and materials;

B. a current survey of the Tract showing all property boundaries, easements, and set-back lines; the location of all Structures on the Tract and their location relative to Structures on adjoining portions of the Property; and the number and location of all parking spaces and driveways on the Tract;

C. a grading plan for the Tract; and

D. a full and complete description of the intended use of the Tract and each proposed Structure.

The submission of plans and granting of approval required by this Article VII is in addition to and not in lieu of any design, construction, or improvement requirements of the applicable governmental authorities.

Section 7.08: S c o ~ e of Committee Authoritv. The CWSC shall have review and approval authority over the initial construction of all Struchlres and Improvements. The CWSC also shall have review and approval authority over modifications to existing Structures and Improvements within any Iand designated for non-

residential use. Neighborhood Standards Committees shall have primary review and approval authority of modifications to existing Structures and Improvements within any land designated for residential use. In cases where a Neighborhood Standards Committee has primary authority, the CWSC shall not act except as set forth in Section 7.03 or on appeal pursuant to Section 7.11.

Approval by a Neighborhood Standards Committee shall constitute approval by the CWSC. No approval given by a Neighborhood Standards Committee shall be given in violation of the Community-Wide Standard or any other standard, rule, regulation, finding, determination, or resolution promulgated by the CWSC, or any permit, authorization, or approval previously issued by the CWSC.

Each Neighborhood Standards Committee shall perform such additional functions as may be assigned to it &om time to time by the CWSC. A Neighborhood Standards Committee shall only act on matters which are within its respective Neighborhood.

Section 7.09: Disap~roval of Plans. The CWSC or a Neighborhood Standards Committee shall have the right to disapprove any plans and specifications submitted pursuant to this Article for any reason, including, but not limited to, the following:

A. failure of such plans or specifications to comply with any of the restrictions or provisions of these Covenants;

B. failure to include such information as may reasonably have been requested by the CWSC or a Neighborhood Standards Committee;

C. failure to comply with the Community-Wide Standard, the Neighborhood Standards, or any of the standards, codes, rules, or regulations promulgated pursuant to this Article;

D. purely aesthetic reasons including, but not limited to, the objection to the nature or quality of materials, color scheme, finish, proportion, style of architecture, height, bulk, safety, or appropriateness of any proposed Structure or Improvement;

E. incompatibility of any proposed Structure, Improvement, or use with existing Structures, Improvements, or uses upon other Tracts in the Property;

F. objection to the location of any proposed Structure or Improvement upon any Tract or with reference to other Tracts in the Property;

G. objection to the grading plan for any Tract;

H. objection to the parking areas proposed for any Tract on the grounds of incompatibility with proposed uses and Structures on the Tract or insufficiency of the size of the parking area in relation to the proposed use of the Tract;

I. objection to a matter which, in the judgment of the CWSC or a Neighborhood Standards Committee, would render the proposed Structure, Improvement, or use incompatible with the Community-Wide Standard, Neighborhood Standards, or general plan of development for the Property, a Neighborhood, or adjacent property; or

J. objection to any matter not set forth in the CWSC standards which, in the judgment of the CWSC, would not be in the best interest of the Property;

If the CWSC or a Neighborhood Standards Committee disapproves a set of plans and specifications submitted hereunder or approves them as modified or subject to specific conditions, and if the applicant so requests in writing, the CWSC or Neighborhood Standards Committee shall give the applicant a written statement specifying the grounds for disapproval or qualified approval. Upon request by the applicant, the CWSC or Neighborhood Standards Committee shall make reasonable efforts to consult with and advise an applicant so that an acceptable proposal may be prepared and submitted.

Section 7.10: -merations of the CWSC: A ~ ~ e a l s . CWSC operations and meetings shall be governed by the By-Laws and by such other consistent policies as may be adopted by a majority of the CWSC committee members. The affirmative vote of a majority of the CWSC members present and voting shall be required to act upon any business properly before the CWSC.

With respect to single-family, detached homes, the CWSC shall have the authority to delegate to any CWSC committee member the right to exercise the full authority of the CWSC regarding the review of plans, specifications, and related matters. The CWSC may limit the scope of the delegated authority, revoke such authority without cause at any time, and adopt procedures and requirements regarding such delegation.

The granting of any approval, permit, or authorization by one CWSC member in accordance with the terms hereoc shall be final and binding. Any disapproval or approval based upon specified conditions by one such CWSC member shall also be final and binding; provided however, the applicant for such approval, permit, or authorization may, within ten (10) days after receipt of notice of any such adverse decision, file a written appeal to the CWSC asking for the matter in question to be reviewed by the entire CWSC. As promptly as reasonably possible, the entire CWSC shall review the merits of the appeal and: (A) affirm the initial decision of the CWSC delegate member; (B) overrule the initial decision of the CWSC delegate member and reconsider the application for approval, permit, or authorization de novo; or (C) require the applicant to

submit additional materials and information and extend the appeal period by a reasonable time period necessary for the CWSC to fully consider such additional information. Thereafter, the decision of the CWSC with respect to the appealeO matter shall be final and binding.

Section 7.11: Operations of Neichborhood Standards Committee: Appeals. The operations and meetings of Neighborhood Standards Committees shall be governed by the By-Laws and by such other consistent policies as may be adopted by the CWSC. Each Neighborhood Standards Committee may also adopt additional policies wirh respect to its operations and meetings, provided that such policies are consistent with the By-Laws and applicable CWSC resoiutions, as such may be amended from time to time. The affirmative vote of a majority of the Neighborhood Standards Committee members present and voting shall be required to act upon any business properly before the Neighborhood Standards Committee.

The granting of any approval, permit, or authorization by a Neighborhood Standards Committee shall be final and binding. .4ny disapproval or approval based upon specified conditions by a Neighborhood Standards Committee shall also be fmal and binding; provided, the applicant for such approval, permit, or authorization may, within ten (10) days after receipt of notice of any such adverse decision, file a written appeal to the CWSC asking for the matter in question to be reviewed by the CWSC. As promptly as reasonably possible, the entire CWSC shall review the merits of the appeal and: (A) affirm the initial decision of the Neighborhood Standards Committee; (B) ovemIe the initial decision of the Neighborhood Standards Committee and reconsider the application fcr approval, permit, or authorization de novo; or (C) require the applicant to submit additional materials and information and extend the appeal period by a reasonable time period necessary for the CWSC to fully consider such additional information. Thereafter, the decision of the CWSC with respect to the appeaied matter shall be final and binding.

Section 7.12: Filing of .?iooroved Plans. Upon approval by the CWSC or a Neighborhood Standards Committee, a copy of plans and specifications on which the approval is clearly marked shall be deposited with the CWSC as apermanent record.

Section 7.13: Inspection of Tracts and Imarovements. An agent of the CWSC or a Neighboffiood Standards Committee may enter upon and inspect any Tract and any Structures, Improvements, or uses thereon during regular business hours and following reasonable notice for the purpose of ascertaining whether such Tract and the Structures, Improvements, and uses thereon are in compliance with these Covenants, the Community-Wide Standard, and the standards, rules, regulations, and approvais granted or promulgated by the CWSC or a Neighboinood Standards Committee. Neither Declarant, the Association, the CWSC, a Neighborhood Standards Committee, nor the agent of any such entity

shall be deemed to have committed a trespass by reason of such entry or inspection.

Section 7.14: Certificate of Cornvietion. Upon completion of a Structure or Improvement approved by the CWSC or a Neighborhood Standards Committee, and upon written request by the Tract Owner, the CWSC shall have aurhority, but not the obligation, to issue a Certificate of Compietion identi@n,o the Tract and the Structures or Improvements thereon, and stating, based upon information supplied by third parry architects, inspectors, or other agenrs of the Owner, or other information available to the CWSC, that construction of the proposed Structures or Improvements has been compieted in substantial accordance with the approved plans and specifications. Such Certificate shall not be construed to certify the acceptability, sufficiency, or approval by the CWSC of any work, materials, or specifications included in the actual construction of the Structure or the completion of the improvement, or of the safety of the Structure or Improvement. A Certificate of Compliance shall be conciusive evidence of the facts stated therein as to any bona fide purchaser or encumbrance in good faith and for value, or as to any title insurer. The Owner is hereby notified and does hereby agree that the Certificate in no way warrants the sufficiency, acceptability, or approval by the CWSC or a Neighborhood Standards Committee of the construction, workmanship, materials, equipment, or safety of the Structure or Improvement. Preparation and Recordation of such a Certificate shall be at the expense of the Owner of the subject Tract.

Section 7.15: Fees for Examination of Plans and S~ecifications. The CWSC or a Neighborhood Standards Committee may charge and collect reasonable fees for the examination of any plans and specifications submitted for approval pursuant to these Covenants. Such charges shall be payable at the time and place designated by the CWSC or a Neighborhood Standards Committee, and shaiI be subject to amendment without advance notice.

Section 7.16: Violations and Enforcement. If any Structure shall be erected, placed, modified, or maintained, or if any Improvement shall be made or any new use commenced on any Tract, other than in accordance with plans, specifications, and descriptions approved by the CWSC or a Neighborhood Standards Committee, such Structure, Improvement, or use shall constitute a violation of these Covenants. Such violations may be enforced by Deciarant, the Association, or the Neighborhood Association with jurisdiction over such Tract, pursuant to Article XV.

Section 7.17: Limitation of Liabilitv. The standards and procedures established by this Article are intended as a mechanism for maintaining and enhancing the overall aesthetics and scheme of development of The Woodlands Association of Neighborhoods. They do not create any duty to any Person. Review and approval of any application pursuant to this Articie may be based on aesthetic considerations only. In any event, the reviewer shall not bear any responsibility

for ensuring the structural integrity or soundness of approved consmction or modifications, nor for ensuring compliance with building codes and other governmental requirements, nor for ensuring that all dwellings are of comparable quality, value or size, of similar design, or aesthetically pleasing or otherwise acceptable to neighboring properry owners.

Declarant, the Association, the Board, a Neighborhood Association, the CWSC, the Neighborhood Standards Committees, any other committee, or any member or representative of any of the foregoing entities, shall not be held liable for soil conditions, drainage, or other general site work; any defects in plans revised or approved hereunder; any loss or damage arising out of the action, inaction, integrity, financial condition, or quality of work of any contractor or its subcontractors, employees, or agents, whether or not Declarant has approved or featured such contractor as a builder; or any injury, damage, or Ioss arising out of the manner or quality or other circumstances of approved construction on or modifications to any Tract, Structure, or Improvement In a11 matters, Declarant, the Board, the CWSC, the Neighborhood Standards Committees, and the members of each shall be defended and indemnified by the Association as provided in these Covenants and the Governing Documents. A11 express and implied warranties of any kind are expressly disclaimed.

ARTICLE VIII COMMUNITY-WIDE COVENANTS AND RESTFUCTIONS

Section 8.01: Maintenance Reauired bv Owner. Each Owner and Resident shall keep all Tracts owned or occupied by him or her, and all Structures and Improvements thereon, in good order and repair, including but not limited to, the seeding, watering, and mowing of all lawns, the pruning of all trees and shrubbery, and the painting (or other appropriate external care) of all Structures and Improvements, all in a manner and with such frequency as is consistent with the Community-Wide Standard, any applicable Neighborhood Standards, safety, and good property management.

If the Owner or Residenr of a Tract upon which a violation of this Section exists has not taken reasonable steps to extinguish the violation within fifteen (15) days following the mailing of written notice to the Owner or Resident specifying the violation, Declarant or the Association shall have the right, through the CWSC or other agents or employees, to enter upon such Tract during regular business hours and to take such steps as specified in the notice to extinguish the violation of these Covenants. The cost thereof shall be a Benefitted Assessment and a binding, personal obligation of the Owner, payment of which is secured by the Covenant Lien in the same manner as if amounts owing under this Section were Annual Assessments.

Section 8.02: .4o~earance and Use Restrictions of Tracts. Without the prior written approval of the CWSC, and in accordance with other applicable terms and conditions of the Governing Documents:

A, no previously approved Structure shall be used for any purpose other than that for which it was originally approved;

B. no Tract shall be split, divided, or subdivided for sale, resale, gift, transfer, or otherwise;

C. no facilities, including poles and wires for the transmission of electricity, telephone messages, and the like shall be placed or maintained above the surface of the ground on any Tract, and no external or outside antennas of any kind shail be maintained on any Tract or improvement; and

D. no well, pump, shaft, casing, or other facility for the removal of subsurface water shall be placed or maintained on any Tract, and no boring, drilling, removal of, or exploration for, subsurface water shall be conducted on any Tract.

Section 8.03: Forest Preservation. No tree having a diameter of six (6) inches or more (measured at a point two (2) feet above ground level) shall be removed kern any Tract without the express written authorization of the CWSC. The CWSC may adopt and promulgate rules and regulations regarding the preservation of trees and other natural resources and wildlife to protect and encourage the preservation of the ecological balance of the Property. The CWSC may mark certain trees, regardless of size, which also may not be removed without its prior written authorization. In canying out the provisions of this Section, Declarant, the Association, the CWSC, a Neighborhood Standards Committee, or their agents or designees, may enter upon any Tract following reasonable notice, during reasonable hours, for the purpose of inspecting and marking trees. Declarant, the Association, the CWSC. a Neighborhood Standards Committee, or their agents or designees, shall not be deemed to have committed a trespass or wrongful act solely by reason of any such entry or inspection.

Section 8.04: geevine of Animais. Except for customary household pets, no animals shall be kept or maintained on any Tract except as specifically authorized by the CWSC. l'he CWSC may impose reasonable repiations regarding the number, nature, and size of household pets which may be kept on any Tract and may provide a method of disposing of animals which are unclaimed after a reasonable period of time. No pet shall be allowed on any Tract without the permission of the Tract's Owner. No pet shall be permined outside the Tract of its owner unless it is under the control of the owner or other authorized person by leash, rope, chain, or other restraining device. Declarant or the Association shail have authority to seize and impound any animal on the Property in violation of this Section or the regulations established hereunder, or any animal which, in the

discretion of the CWSC, threatens the safety and general welfare of the community. D.e CWSC shall have authority to impose reasonable fees for pet regisbation or other animal control ~ervices. NO dog, Cat, or similar pet over six months of age shall be kept on any Tract unless such animal shall have a current rabies inoculation.

Section 8.05: Placement of Sims. The CWSC may adopt and promulgate rules and regulations relating to signs or advertising devices which may be displayed within the Property. No sign or advertising device of any nature shall be displayed upon any Tract except as permitted by the CWSC. This Section shall not apply to the activities of Declarant, its agents or assigns.

Section 8.06: Temporarv Buildings. No mobile home, trailer, tent, garage, or temporary building, and no building in the course of construction, shall be used, temporarily or permanently, as a residence on any Tract. This restriction shall not apply to manufactured housing approved by the CWSC.

Section 8.07: Disposition of Trash and Other Debris. NO lumber, metals, bulk materials, refuse, or trash shall be kept, stored, or allowed to accumulate on any Tract, except building materials during the course of construction for a period not to exceed 180 days following the date of delivery of the first such materiaIs, unless such materials are visually screened in a manner approved by the CWSC. During the course of construction, each Owner shall insure that construction sites are k e ~ t fiee of unsightly accumulations of rubbish and scrap materials, and that construction materials, trailers, shacks, and the like are kept in a neat and orderly manner. No b d n g of trash and no accumulation or storage of Iitter, junk, or trash of any kind shall be permitted on any Tract. If trash or other rehse is to be disposed of by being picked up and carried away on a regular and recurring basis, trash containers may be placed in the open on any day that a pick-up is to be made. At all other times, such containers shall be stored so that they cannot be seen from adjacent and surrounding property. The CWSC may adopt and promulgate reasonable rules and regulations relating to the size, shape, color, and type of containers permitted and the manner of storage of such containers on the Property.

Section 8.08: Placement of Pipeline. No water, gas, sewer, or drainage pipes (except hoses and movable pipes used for inigation purposes) shall be installed or maintained on any Tract above the surface of the ground, except at the point of connection to the Strucr~re served.

Section 8.09: Natural Resources. Except for areas specifically designated for such purposes by Declarant or the Association, no Tract or portion thereof shall be used for mining, boring, quarrying, drilling, removal, or other exploitation of surface or subsurface natural resources.

Section 8.10: Air and Water Poilurion. No Tract shall be used in a manner which emits pollutants into the atmosphere or discharges liquid or solid wastes or other harmkl matter onto any land or into any waterway in excess of the requirements of federal, state, or local law. NO waste or other substance or material of any kind shail be dischareed into any private or public sewer system serving the Property or any part thereof in violation of applicable laws or regulations. No person shall dump any waste or other substances or materials of any kind into any waterway.

Section 8.11: Trailer Parkinp. No trailer, trailer house, recreational vehicle, mobile home, boat, semi-truck tractor or trailer, or other truck with a licensed capacity in excess of one ton shali be parked on any street within the Property or brought upon or parked on any Tract except in an enclosed structure or other manner which does not permit it to be seen at ground level from adjacent property or an abutting street. This shall not be construed to prohibit the temporary parking of any such vehicle for short periods of time for loading or unloading purposes. The use of portable or temporary buildings or trailers as field offices by Declarant or by contractors during authorized construction activities are permitted; provided, however, CWSC or Neighborhood Standards Committee approvaI is required before use of such trailers or buildings on any Tract.

Section 8.12: Fireworks. Firearms. Etc. The sale or use of fireworks is prohibited on the Property, except by Persons who have obtained the Association's permission. The use of or discharge of firearms, air rifles, or pellet guns on the Property is prohibited except by police officers, authorized security personnel, and other Persons who have obtained the Association's permission. Animal hunting of any kind and by any method whatsoever is prohbited except by Persons who have obtained the Association's permission. Prior to the incorporation of the Association, Declarant's permission, in lieu of that of the Association, shall be required prior to the undertaking of any activities prohibited under this Section. Declarant or the Association, as applicable, may qualify or iimit its pedss ion with respect to the nature and scope of the above activities, and if permitted, such activities must be conducted in accordance with ali appiicable federal, state, and local laws.

Section 8.13: I m ~ r o ~ e r Activitv. No unlawful, noxious, or offensive activities shall be carried on or maintained on any Tract, nor shall anything be done or permitted to be done thereon which may be or become an annoyance or a nuisance to surrounding Owners or Residents, as determined in the CWSC's discretion.

ARTICLE IX RESIDENTL4L COVENANTS AND RESTRICTIONS

Section 9.01: Residential Provisions. The provisions of this Article shall apply solely to Tracts designated for residential uses.

Section 9.02: Residential Use. No profession, home industry, or garage sale shall be conducted in or on any part of a Tract or Structure thereon without written approval of the CWSC. The CWSC, upon consideration of the circumstances in each case and the potential effect on surrounding property, may permit a Tract or Structure thereon to be used for the conduct of a profession, home industry, or garage sale if such use is incidental to the Tract's residential use and the CWSC finds it to be compatible with other uses in the Neighborhood.

Section 9.03: Tract Use for Model Home or Real Estate Offices. A residential Tract may, with the written approval of CWSC, be used for a model home (which may include the builder's or Declarant's real estate office) if such use does not interfere with the right of quiet enjoyment of any Owner or Resident.

Section 9.04: ClothesLlnes No clothing or any other household fabrics shafl be hung in the open on any Tract unless the same are hung i?om an umbrella or retractable clothes hanging device which is removed &om view when not in use and which is enclosed by a CWSC approved fence or other enclosure at least six (6) inches higher than such hanging articles.

Section 9.05: Machinery. Except for lawn mowers, hedge clippers, trimmers, and similar equipment and machinery customarily used for home maintenance or home operation, no machinery of any kind shall be placed or operated upon any Tract without written approval of the CWSC.

Section 9.06: Chemical Fertilizers. Pesticides. or Herbicides. No chemicals, fertilizers, pesticides, herbicides, or hazardous substances shall be used on the Property except normal household quantities of those products which are readily available for consumer use and, as applicable, are approved by a regulatory agency for the intended household use.

ARTICLE X WATERFRONT AREAS AND WATERWAYS

Section 10.01: Restrictions for Watehont Tracts. Any Tract which abuts a lake, stream, river, canal, or other waterway (hereinafter collectively referred to as "Watenvays") shall be subject to the following covenants and restrictions:

A. No wharf, pier, bulkhead, or other structure or obstruction shall be built or maintained upon any waterfront site or into or upon any Waterway on or adjacent to the Property except with the specific written approval of the CWSC. No structure or obstruction shall be permitted if it threatens safe navigation upon such Waterway or the safe and convenient use of such Waterway as a reception facility.

B. No boat canal shall be constructed or installed upon any Tract nor shall any facility or device be constructed or installed upon any Tract which shall in

any way alter the course of or natural boundaries of any Waterway, or which shall involve or result in the removal of water from any Waterway except with the specific written approval of the CWSC.

C. No boats, hoists, launching facilities, or similar structures or equipment shall be installed, constructed, or maintained upon any Tract except with the specific written approval of the CWSC, nor shall any boat trailer be stored on any Tract in vioiation of the standards or regulations of the CWSC.

Section 10.02: Use of Boats. No boat of any !&d shall be operated upon any Waterway on the Property without the prior written approval of the CWSC. Any approved boating shall conform to all rules and regulations promulgated by the CWSC, governmental agency, state law, and any other entity with jurisdiction over the Waterway.

ARTICLE XI COVF,NANTS WITH RESPECT TO EQUAL HOUSING OPPORTUMTY

Section 11.01: Covenants of Owners. Owners, Residents, their agents and representatives, shall not refuse to sell or rent or to negotiate for the sale or rental of any portion of the Property to any Person because of race, color, religion, gender, or national origin. Any restrictive covenant on the Property relating to race, color, religion, gender, or national origin in the sale or rental of property, now or in the future, is void and specifically disclaimed.

Similarly, no Person shall be denied the use of any portion of the Area of Common Responsibility or Neighborhood Property which is similarly made available to others because of that Person's race, color, religion, gender, or national origin.

Declarant shall be deemed a beneficiary of this covenant and this covenant shall run with the land in favor of Declarant for the entire period during which this covenant remains in force and effect without regard to Declarant's ownership of any land or interest therein to which this covenant relates. In the event of any breach of any such covenant, Declarant shall have the right to exercise all rights and remedies, and to maintain any actions at law or suits in equity or other proceedings to enforce the curing of such breach, as may be available under law.

ARTICLE MI EASEMENTS

Section 12.01: Easements and Rights-of-way. Easements and rights-of-way across each Tract are hereby expressly reserved to Declarant, its designees, agents, successors, and assigns, in, on, over, and under the Easement Area (as defined in Section 12.02 below) for the following purposes, among others:

A. the installation, construction, and maintenance OF

(1) wires, lines, conduits, and the necessary or proper attachments in connection with the transmission of electricity, telephone, cable television, and other utilities and simiiar facilities,

(2) storm-water drains, land drains, public and private sewers, pipe lines for supplying gas, water, and heat, and for any other public or quasi-public utility facility, service, or function, whether above ground or underground,

B. slope control purposes, including the right to grade and plant slopes and prevent the doing of any activity which might interfere with slope ratios approved by Declarant, its successors and assigns, or which might create erosion or sliding problems, or which might change, obstruct, or retard drainage flow, and

C. an open space or buffer area between a Tract and the adjacent Tracts or street rights-of-way, to provide separation and privacy among adjacent Tracts.

Section 12.02: Definition of Easement Area. The term "Easement Area" as used herein, means and refers to a strip of land within each Tract ten (10) feet in width along the entire distance of the front and rear boundaries of the Tract, and five (5) feet in width along the entire distance of each side boundary of each Tract.

Section 12.03: &trictions on Use of Easement Area No Person shall construct, maintain, or place any Structures, Improvements, or other objects on, over, or above any portion of the Easement Area without the prior written approval of the CWSC. In the event that any Person violates the restrictions in this Section, Declarant, the Association, or a Neighborhood Association may enter upon the Easement Area and remove such violating obstruction, and assess the removal costs thereof to the violator as a Benefitted Assessment. The Person(s) exercising the easement rights described in Section 12.01 may clear the Easement Area of all trees (including any overhanging branches), landscaping, or other things which may obstruct or hinder the use of the easements and rights-of-way granted in that Section.

Section 12.04: Reservation of Riehts for Utilities. Declarant, its successors and assigns, reserves the right to build, maintain, repair, sell, grant, or lease all utilities in the Easement Area.

Section 12.05: Right of Entn. Declarant, the Association, the Neighborhood Associations, their respective designees (which may include, for example, the CWSC or a Neighborhood Standards Committee), agents, successors, and assigns, shall have the right, at reasonable times, to enter upon all parts of the Easement Area for any of the purposes for which said easements and rights-of-way are reserved. The Person(s) exercising these easement rights shail be responsible for leaving each Tract in good condition and repair following any work or activity

undertaken in an Easement Area, provided that this obligation shall not extend to Structures or things which have not been approved by the CWSC or are in violation of the Governing Documents.

Title to any Tract or portion thereof shall not include title to any utility lines in, on, over, or under the Easement Area or any street. Declarant expressly reserves the right for itself, its successors and assigns, to construct, operate, maintain, repair, remove, and replace utility lines in the Easement Area. The conveyance of a Tract shall not convey any right to any utility lines located in the Easement Area on such Tract.

ARTICLE XIlI ADDITIONAL RIGHTS RESERVED TO DECLARANT

Section 13.01: Withdrawal of Pro~erty. Declarant reserves the right to amend these Covenants, so long as it has a right to annex additional property pursuant to Section 5.01, for the purpose of removing unimproved portions of the Property &om the coverage of these Covenants. Such amendment shall not require the consent of any Person other than the Owner@) of the property to be withdrawn, if not the Declarant. If the property is Association Property, the Association shall consent to such withdrawal. For purposes of this Section 13.01, the term "unimproved" means not yet served by inhtructure or other Structures or Improvements required for the intended use of the property.

Section 13.02: Marketing and Sales Activities. Declarant and other parties authorized by Declarant may construct and maintain upon portions of the Property and such facilities and activities as, in Declarant's sole opinion, may be reasonably required, convenient, or incidental to the construction or sale of Tracts, including, but not limited to, business offices, signs, model units, and sales offices. Declarant and such other authorized parties shall have easements for access to and use of such facilities at no charge.

Section 13.03: Right to Develop. Declarant and its employees, agents, and designees shall have a right of access and use and an easement over and upon all of the Association Property for the purpose of making, constructing, and installing such improvements to the Association Property as it deems appropriate in its sole discretion.

Every Person that acquires any interest in the Property acknowledges that the development is likely to extend over many years, and agrees not to protest, challenge, or otherwise object to (a) changes in uses or density of property outside the Neighborhood or parcel in which such Person holds an interest, or @) changes in the master plan of development for The Woodlands as it relates to property outside the Neighborhood or parcel in which such Person holds an interest.

Section 13.04: Rieht to Transfer or Assien Declarant Riehts. Any or all of Declarant's special rights and obligations set forth in these Covenants or the Governing Documents may be transferred in whole or in part to other Persons; provided, the transfer shall not reduce any obligation nor enlarge any right beyond that which Declarant has under these Covenants or the Governing Documents. No such transfer or assignment shall be effective unless it is in a Recorded written instrument signed by Declarant. The foregoing sentence shall not preclude Declarant from permitting other Persons to exercise, on a one time or I i t e d basis, any right reserved to Declarant in these Covenants where Declarant does not intend to transfer such right in its entirety. In such case, it shall not be necessary to Record an assignment.

Section 13.05: Easement to Ins~ect and Rieht to Correct. Declarant reserves for itself, the Association, and others it may designate, the right to inspect, monitor, test, redesign, and correct any structure, improvement, or condition which may exist on any portion of the Property, including Tracts, and a perpetual nonexclusive easement of access throughout the Property to the extent reasonably necessary to exercise such right. Except in an emergency, entry onto a Tract shall be only after reasonable notice to the Owner and no enby into a dwelling shall be permitted without the consent of the Owner. The Person exercising this easement shail promptly repair, at such Person's own expense, any damage resulting from such exercise.

Section 13.06: Right to Notice of Desien or Construction Claims. No Person shall retain an expert for the purpose of inspecting the design or construction of any Structures or Improvements within the Property in connection with or in anticipation of any potential or pending claim, demand, or litigation involving such design or construction unless Declarant and any builder involved in the design or construction have been first notified in writing and given an opporhmity to meet with the owner of the property to discuss the owner's concerns and conduct their own inspection.

Section 13.07: Termination of Rights. The rights contained in this Article shall not terminate until the earlier of (a) 40 years from the date these Covenants are Recorded, or (b) Declarant's Recordation of a written statement that all sales activity has ceased.

ARTICLE XIV DURATION AND AMENDMENT

Section 14.01: Duration and Termination. These Covenants shall run with and bind the Property and all Owners and Residents, and shall inure to the benefit of and be enforceable by Declarant, the Association, any Owner, and their respective legal representatives, heirs, successors, and assigns, until December 31, 2068. Upon expiration, these Covenants automatically shall be extended for successive ten (10) year periods unless terminated before December 31, 2068 or before the

expiration of each successive ten (10) year extension period. These Covenants may be terminated only by an affirmative vote or written consent (witnessed and notarized) of at least seventy-five percent (75%) of the Owners eligible to vote, and Declarant's written consent, so long as Declarant owns any property subject to these Covenants or which may become subject to these Covenants in accordance with Article V. All required consents must be obtained no later than 180 days prior to the applicable expiration date.

Section 14.02: Amendment. In addition to specific amendment rights granted elsewhere in these Covenants, until conveyance of the first Tract to a Person intending to occupy such Tract for residential purposes, Declarant may unilaterally amend these Covenants for any purpose. Thereafter, Declarant may unilaterally amend these Covenants if such amendment is necessary (a) to bring any provision into compliance with any applicable governmental statute, rule, regulation, or judicial determination; @)to enable any reputable title insurance company to issue title insurance coverage on the Tracts; (c) to enable any institutional or governmental lender, purchaser, insurer, or guarantor of Mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, to make, purchase, insure, or guarantee Mortgage loans on the Tracts; or (d) to satisfy the requirements of any local, state, or federal governmental agency. However, any such amendment shall not adversely affect the title to any Assessable Tract unless the Owner shall consent in writing.

In addition, so long as Declarant owns property described in Exhibits "A" or "B" for development as part of The Woodlands Association of Neighborhoods, Declarant may unilaterally amend these Covenants for any other purpose, provided the amendment has no material adverse effect upon any right of any Owner or upon title to any Assessable Tract without such Owner's written consent.

Additionally, except where a higher vote is specifically required for action under a particular provision of these Covenants, these Covenants may be amended upon the affirmative vote or written consent, or any combination thereof, of at least two-thirds (213) of the Owners eligible to vote, and the consent of Declarant so long as Declarant owns property which may be made subject to these Covenants pursuant to Article V.

Unless a later effective date is specified therein, amendments to these Covenants shall become effective upon Recordation. Any procedural challenge to an amendment must be made within six months of its Recordation. In no event shall a change of conditions or circumstances operate to terminate or amend any provisions of these Covenants.

ARTICLE XV GENERAL

Section 15.01: Covenants Do Not Supersede Law or Governmental Authotitv. The provisions and terms of these Covenants shall not be construed as permitting any action or thing prohibited by applicable laws, rules, or regulations of any governmental authority. In the event of any conflict, the most restrictive provision of such laws, rules, regulations, or the terms of these Covenants shall govern and control the Property.

Section 15.02: Promise to be Bound bv Covenants. Each Person accepting a Deed in any Tract, whether or not the Deed incorporates or references these Covenants, agrees to observe, perform, and be bound by the terms of these Covenants and the Governing Documents and agrees to incorporate and reference these Covenants in any subsequent Deed.

Section 15.03: Violation or Breach of Covenants.

A. Violation of any covenant, restriction, or condition of these Covenants shall give Declarant or the Association, their respective agents and legal representatives, successors, and assigns, in addition to all other remedies at law or in equity, the right to enter upon the Tract on which such violation or breach exists, and to take such actions as reasonably necessary to remedy, abate, and remove the violation. The parties undertaking such remedial actions shall not be guilty of trespass or other potential legal claims arising therefrom for such entry, abatement, and removal. The entire cost of curing such violation shall be levied against the violating Owner and his or her Tract as a Benefitted Assessment as provided for in Section 2.06.

Except in cases where emergency remedial action is necessary or required (in which event no advance notice shall be required), Declarant or the Association shall send the violating Owner or Resident a written notice of violation at least fifteen (15) days prior to entry to remedy the violation. Notice shall be delivered in person, by certified U.S. mail, or by other delivery means where confirmation of receipt is obtained. The written notice of violation shall set forth in reasonable detail the nature of the violation and shall demand that specific actions be taken to remedy such violation or breach.

B. In addition to the remedies set forth in paragraph (A) above, Declarant or the Board may impose the following sanctions for violation of the Governing Documents after notice and a hearing:

(1) imposing reasonable monetary fines which shall constitute a lien upon the violator's Tract. (In the event that any occupant, guest, or invitee of a Tract violates the Governing Documents and a fine is imposed, the fine shall first be assessed against the violator; provided, however, if the fine is not paid by the

violator within the time period set by Declarant or the Board, as appropriate, the Owner shall pay the fine upon notice from Declarant or the Board);

(2) suspending a Member's right to vote;

(3) suspending any Person's right to use all or any portion of the Community FaciIities; provided, however, nothing herein shall authorize Declarant or the Board to limit ingress or egress to or from a Tract;

(4) suspending any services provided by Declarant or the Association to an Owner or the Owner's Tract;

(5) exercising self-help or taking action to abate any violation of the Governing Documents in a non-emergency situation; and

(6) without liability to any Person, precluding any contractor, subcontractor, agent, employee, or other invitee of an Owner who fails to comply with the terms and provisions of Article W and the architectural standards referenced therein from continuing or performing any further activities on the Property.

C. In addition, Declarant or the Board may take the following enforcement procedures to ensure compliance with the Governing Documents without the necessity of compliance with any notice or hearing procedures:

(1) exercising self-help in any emergency situation (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations); or

(2) bringing suit at law or in equity to enjoin any violation or to recover monetary damages or both.

In addition to any other enforcement rights, if an owner or a Neighborhood Association fails to perform its maintenance responsibilities, Declarant or the Association may perform such maintenance and assess the costs as a Benefitted Assessment against such Owner or Neighborhood Association. Except in an emergency situation, Declarant or the Association, as appropriate, shall provide the Owner or Neighborhood Association with at least fifteen (15) days' notice and an opportunity to cure the problem prior to taking such enforcement action.

All remedies set forth in the Governing Documents shall be cumulative of any remedies available at law or in equity. In any action to enforce the Governing Documents, if Declarant or the Association prevails, it shall be entitled to recover all costs, including, without imitation, attorneys fees and court costs, reasonably incurred in such action.

D. The decision to pursue enforcement action in any particular case shall be left to the discretion of Declarant or the Board, as appropriate, except that Declarant or the Board shall not be arbitmy or capricious in taking enforcement action. Without limiting the generality of the foregoing sentence, Declarant or the Board may determine that, under the circumstances of a particular case:

(1) Declarant's or the Association's position is not strong enough to justify taking any or further action; or

(2) the covenant, restriction, or rule being enforced is, or is likely to be construed as, inconsistent with applicable law; or

(3) although a technical violation may exist or may have occurred, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending Declarant's or the Association's resources; or

(4) that it is not in Declarant's or the Association's best interests, based upon hardship, expense, or other reasonable criteria, to pursue enforcement action.

Such a decision shall not be construed a waiver of the right of Declarant or the Association to enforce such provision at a later time under other circumstances or preclude Declarant or the Association iiom enforcing any other covenant, restriction, or rule.

Section 15.04: Relief for Violation or Breach. Damages shall not be deemed to be the exclusive remedy for any breach or violation of any provision hereof. Any person or entity entitled to enforce any provision hereof shall be entitled to relief by way of injunction, as well as any other available relief either at law or in equity.

Section 15.05: Effect of Violation of Covenants on Mortzaee. No violation or breach of these Covenants shall defeat or render invalid the lien of any Mortgage made in good faith and for value upon any portion of the Property. Any Mortgagee in possession or any purchaser at any Mortgagee's foreclosure sale shall be bound by and subject to these Covenants and the Governing Documents.

Section 15.06: Alteration of Covenants. No change of conditions or circumstances shall operate to extinguish, terminate, or modify any of the provisions of these Covenants.

Section 15.07: Administration Pursuant to These Covenants. Declarant, the Association, the CWSC, any Neighborhood Association, or their representatives or designees, to the extent specifically provided herein, may adopt and promulgate reasonable rules and regulations regarding the administration, interpretation, and enforcement of the provisions of these Covenants. In so adopting and promulgating such rules and regulations, and in making any finding,

determination, ruling, or order, or in canying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules, or regulations, such entity shall take into consideration the best interests of the Members to the end that the Property shall be developed, presenred, and maintained as a high-quality cornmU&'.

Section 15.08: No Waiver for Failure to Enforce Covenants. Failure of Declarant, the Association, a Neighborhood Association, or any Owner to enforce the provisions of these Covenants or any provision of the Governing Documents shall not waive such parties' rights to seek enforcement thereafter as to the same or other violation or breach.

Section 15.09: Covenants Do Not Create Reversion. NO Covenant herein is intended to be, nor shall any covenant be construed as, a condition subsequent or as creating a possibility of reverter.

Section 15.10: Further Restrictions. The covenants, conditions, and restrictions contained herein are in addition to and cumulative of other covenants, conditions, and restrictions placed on the Property by Declarant, including, without limitation, the Design Guidelines for the Property.

Section 15.11: Attomev Fees. Any party who prevails in enforcing or enjoining a violation or breach of these Covenants or the Governing Documents shall be entitled to collect court costs and reasonable attorney fees incurred in pursuing such cause of action in a court of law or equity.

Section 15.12: Security and Safetv. Declarant or the Association may, but shall not be obligated to, maintain or support certain activities within its jurisdiction designed to make the Property safer than it otherwise might be.

Neither the Association, the Neighborhood Associations, Declarant, or their respective agents, assigns, or employees shall in any way be considered insurers or guarantors of security or safety within the Property, nor shall any of them be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security or safety measures undertaken. No representation or warranty is made that any safety measure or security system cannot be compromised or circumvented, nor that any such systems or measures undertaken will in all cases prevent loss or provide the detection or protection for which it is designed or intended. Each Owner and Resident acknowledges and agrees that the Association, the Neighborhood Associations, Declarant, and their officers and directors are not insurers and that each person using the Property assumes all risks for personal injury and loss or damage to property resuiting from acts of third parties.

Section 15.13: Waiver of Liabilitv. Neither Declarant, the Association, the Neighborhood Associations, the CWSC, the Neighborhood Standards Committees, nor their respective successors or assigns, shall be liable in damages to anyone submitting plans or specifications for any structure to be constructed, remodeled, or moved onto any Tract or improvements to be conducted on any Tract, or to any Owner, Resident, or third party, by reason of mistake in judgment, negligence, or nonfeasance arising out of or in connection with (1) the approval or disapproval or failure to approve any such plans or specifications, (2) the inspection, failure to inspect, issuance of a certificate as authorized by Section 7.14 above, or the failure to issue such certificate, or (3) the failure of any such indemnified parties to enforce any of the requirements of these Covenants requiring the submission of plans, specifications, a description of uses, or a grading plan for approval by the CWSC or the Neighborhood Standards Committee. Every person who submits plans to the CWSC or Neighborhood Standards Committee for approval agrees, by submission of such plans, and every Owner and Resident agrees, by accepting a Deed or other conveyance to a Tract or interest therein, that it will not bring any action or suit against such parties to recover any such damages, and that if it should violate this agreement not to bring any such suit or action, it shall pay all costs and expenses, including, but not limited to, court costs and attorneys' fees incurred by any party defending any such action or suit.

ARTICLE XVI MISCELLANEOUS

Section 16.01: Private FaciIities. Neither membership in the Association nor ownership or occupancy of a Tract shall confer any ownership interest in or right to use any Private Facility. Rights to use the Private Facilities will be granted only to such Persons, and on such terms and conditions, as may be determined from time to

. time by the respective owners of the Private Facilities. The owners of the Private FaciIities shall have the right, from time to time in their sole and absolute discretion and without notice, to amend or waive the terns and conditions of use of their respective Private Facilities, including, without limitation, eligibility for and duration of use rights, categories of use, extent of use privileges, and number of users, and shall also have the right to reserve use rights and to terminate use rights altogether, subject to the terms of any written agreements with their respective members.

Section 16.02: Severability. Whenever possible, each provision of these Covenants shall be interpreted in such manner as to be effective and valid, but if the application of any provision of these Covenants to any person or to any property shall be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application. To this end, the provisions of these Covenants are declared to be severable.

Section 16.03: Successor Entitv. The Association shall be empowered to delegate and assign its rights, or any part thereof, to any successor public body, authority, agency, district, or non-profit membership corporation (hereinafter referred to as the "Successor Entity"). Upon any such assignment, the Successor Entity shall have those rights and be subject to those duties of the Association as delegated and assigned thereby, and shall be deemed to have agreed to be bound by the appropriate provisions of these Covenants and the Governing Documents to the same extent as the Association. Any such delegation and assignment shall be accepted by the Successor Entity under a Recorded agreement. If, for any reason, the Association shall cease to exist without having first assigned its rights hereunder to a Successor Entity, the covenants, restrictions, easements, charges, and liens imposed by these Covenants shall continue to govern the Property. In such event, any Owner may petition a court of competent jurisdiction to appoint a trustee for the purpose of organizing a nonprofit membership corporation and assigning the rights and responsibilities of the Association to such nonprofit corporation.

Section 16.04: Titles and Gender. The titles and headings used in these Covenants are for the purpose of convenience and reference only and shall not be deemed to limit, modify, or otherwise aEect any of the provisions hereunder. All references to singular terms shall include the plural where applicable, and all references to the masculine shall include the feminine and the neuter.

Section 16.05: w. Unless otherwise provided for by these Covenants, any notice given or required to be sent under the provisions of these Covenants shall be deemed to have been properly given when deposited into the U.S. mail, postage prepaid, to the last known address of record for the Person to whom notice is to be given.

Section 16.06: Mort~aeee Notice. Upon receipt of a written request and payment of any required fee for the reasonable cost of notice preparation, the Association shall provide the Beneficiary or holder of a Mortgage or deed of trust on any Tract with notices required by the Federal Home Loan Mortgage Association, the Federal National Mortgage Association, the U.S. Department of Housing and Urban Development, or the U.S. Department of Veterans Affairs, to the extent applicable.

Section 16.07: 'XUDNA A~uroval. As long as there is a Class "B" membership, the following actions shall require the prior approval of the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs, if either such agency is insuring or guaranteeing the Mortgage on any Tract: merger, consolidation, or dissolution of the Association; annexation of additional property other than that described in Exhibit "B;" dedication, conveyance, or mortgagmg of Association Property; or material amendment of these Covenants or the By-Laws. The granting of easements for utilities or other similar purposes consistent with the intended use of the Association Property shall not be deemed a conveyance within the meaning of this Section. If the approval of

either the U.S. Department of Housing and Urban Development or the U.S. Department of Veterans Affairs is requested pursuant to this Section and the agency whose approval is requested does not disapprove the action by written notice to the Association, Declarant, or other Person requesting its approval within 30 days after the delivery of the approval request to the appropriate agency, the action in question shall be deemed approved by such agency.

Section 16.08: No Warrantv of Enforceability. Declarant has no reason to believe that any of the sections, terms, or provisions of these Covenants are or may be heid invalid or unenforceable for any reason. Declarant makes no warranty or representation of any kind as to the present or future validity or enforceability of any Covenant section, term, or provision. Any Owner or Resident acquiring a portion of the Property shall not do so in reliance of the enforceability or validity of the sections, terms, or provisions of these Covenants. All Owners and Residents agree to hold harmless Declarant, the Association, and the Neighborhood Associations in the event that any Covenant section, term, or provision is held invalid or unenforceable.

Section 16.09: Time is of the Essence. In regard to the acts, duties, obligations, or responsibilities to be performed by any Owner or Resident pursuant to these Covenants, time is of the essence as to such performance.

Section 16.10: Governing Law. These Covenants are made in Montgomery County and Harris County, Texas, and shall be governed by and enforced in accordance with Texas law. Any and all obligations required to be performed by these Covenants and the Governing Documents, including, but not limited to, the obligation to pay assessments, charges, and fees, are to be performed in Montgomery County or Harris County, Texas, as applicable.

Section 16.11: Successors and Assims. These Covenants shall be binding upon the Association, Neighborhood Associations, Owners, Residents, and other Persons subject to these Covenants, and their heirs, successors, successors-in-title, and assigns.

Section 16.12: Conflicts. If there are conflicts among the provisions of Texas law, these Covenants, the Articles of Incorporation, and the By-Laws, the provisions of Texas law, these Covenants, the Articles of Incorporation, and the By-Laws (in that order) shall prevail. In the event of a conflict between the Neighborhood Declarations and the Governing Documents, the Governing Documents shall control.

Section 16.13: Exhibits. Exhibits "A" and "B" attached to these Covenants are incorporated by this reference and may be amended as provided in these Covenants.

This instrument is given in place of and as an instrument of correction of the Declaration of Covenants, Restrictions, Easements, Charges and Liens for The Woodlands Association of Neighborhoods dated January 28, 1999, filed for record in the Office of the County Clerk of Montgomery County, Texas, under Clerk's File NO. 99006891 wherein by error or mistake Exhibit "A" thereto contained an erroneous description of Windsor Hills Section 2 and this instrument is made by Declarant in order to correct said mistake, and in all other respects confirming the original Declaration of Covenants, Restrictions, Easements, Charges and Liens for The Woodlands Association of Neighborhoods. Lennar Homes of Texas Land and Construction Ltd., as owner of a portion of the lands described in Exhibit "A," joins herein to evidence its consent to, and ratification of, this Correction Declaration of Covenants, Restrictions, Easements, Charges and Liens for The Woodkinds Association of Neighborhoods.

IN WITNESS WHEREOF, the undersigned Declarant has executed these Covenants on this &&day of F&&JM~$ , 1 9 a , effective January 28,1999.

THE WOODLANDS LAND DEVELOPMENT COMPANY, L.P., a Texas limited partnership

By: The Woodlands Operating Company, L.P., PO a Texas S i t e d uartnershiu

LENNAR HOMES OF TEXAS LAND AMD CONSTRUCTION LTD., a Texas limited partnership

By: Lennar Texas Holding Company, a Texas corporation

1 General Partner I? C

STATE OF TEXAS

COUNTY OF MONTGOMERY

This instrument was a c l n o y l e d ~ before me 0 n ~ 2 ~ ~ ~ . / / , 1 9 3 by , /i&& he o dlands Operating Company, .p.,

a ~ e x 2 limited partnership, authorized agent of The Woodlands Land Development Company, L.P., a Texas limited partnership, on behalf of said limited partnership.

- Notary publicstate of fexas WTARIAL SEAL] printed Name of Notary:

My Commission Expires:

STATE OF TEXAS

COUNTY OF /&%TV I .3 - This instrument was acknowledged before me on k%i%& 1 I , 1 9 3 1 by

b n & l d P UCI' ,, , + I & of Lennar TexYHolding Company, a Texas corporation, general partner of ~ e n n i ? Homes of Texas Land and Construction Ltd., a Texas limited partnership, on behalf of said partnership.

4~ Notary Public, Stale (f Texas WOTARIAL SEAL] Printed Name of &dary:

My Commission Expires:

5190.01lCaDocsMew Woodlands Assn CCKs clcan/021099NC

When recwded, Return to: The Woodlands Operating Go.- Ledwell P. 0. Box 5050 Thw ~oodlande, Texas 77380-5050

WINDSOR fFU;LS SECTION 1

METES AM) BOUNDS DESCRIPTION- OF A 33.59 ACRES (1,463.185 S Q U a FEET)

TRACT OUT OF THE DANIEL F. WHTLLDEN SURVEY .ABSTRACT NO. 640

MONTGOhERY COUMY, TFXAS

-4tracr or?-i o f laod &taini~g 32 59 Ac.RJ3 (2,463,185 jqup-- feet) mox ar less, lacsui in ihe ~ a c ; i = r

F. ~ m d m . S W ~ , A ~ s T ~ NO. 640 anri h e FD. &lay S ~ V , A ~ ~ P ~ c T Xo. 388, M4ntgorcq C o w , Tcw. s d

k m G p z n i ~ ~ &-~&ed bymeits m d b o d follows @cads- a d coorcZhutv mrrrf-ccd to T~~~ - S u e Ylmc C o a d b ~ o S ~ ~ C Z L L S o d Cmrrsl Zrme);

COMIMI;;NCD.rG rrr a pomt lying on 7kc sod.izairerfy comer of &c Dnnid F. Whilldar S w c y , A b m a NO.

640 and rhc nori6ca~ cpn4 of T ~ L C E. D. Msp S w e y , Abstract No. 3 88, said point also i$ng on a XIII&WXCI& h e

of &c George Taylor S W ~ , Abi~~; fNo. 5 5 5 , 5 , p q COW, TWZ @-i 1 16150.4698, Y=880390.7;64);

THENCE Sou* 75' 46' 21' 'FVczr, 2,90289 feet to a pain1 I y d an a cmve a d b&g ihe POINT OF

BE-G said p& also i*g m a d - right-of-way h e o f Stat= Eghway 24z

THWE w r t ! a c ~ 60.57 fe=r the arc of said CXPC to rhr I& md &-SUE$ a m a i angle of 87" 21'

37" ro a pomt o fmcae cmmmq mid curveluvisg a d = af40.00 Fct u d along chard'bearing and di.it=mcc o f

N d 4 0 " 2 3 ' 3 1 " h ' r , 5 5 . 1 7 f q

m C T rrorthdty 265.60 f e t dong zhe m aissid w c to thcriSii: m d &nu& a tend angle of 07' 25'

24" 10 apoinr of taqcncy, saiJ curve 'having ar-&s of2050.00 fttr md a I m g chord bearbg m d d+cc ofNorth

00" 30' 25" hi 265.41 fer;

T H R j C E n a r b d y iZ0.61 fc~c dong h e HI of said curve to ti^ kgkr a d &nu@ n c u d mgle of 13' 09'

45" 10 zpoinc aftmgmy, szid curve hw

47'59- &c 12031 f c q

EXKlsTr "A" Page 1 of B

Jl33Ja N d 17' 22' 51" E d 142.05 fetr tp n p o d of curvahxt to the LcfS

IMF;NCE northerly 192.70 fet shn; the 01'3aid to the lcfi aditnough a ccntnl a a e ofOgo

03"m ap&of compound C U I V ~ B R ~ said w c having a n d i u i of 1200.00 f s d and a Img chord b e g md bc.

of Honti 12" 46' 50" Ear , 192.49 feeg

m C E n o W y 78.58 fm d c q the er; of @ c u - n to rhelef i md &rough a c& mSle of 02" 18' 31-

to of *=ency, raid nnve having a radius of 195b.00 f e t and 2 l ~ n g chord bearing and distnncc of 07'

01' 33" East, 78.57 f e e

N o d 05" 52' 17" Earr, 77.97 f& to apomt of c- TO the le

=CE norchwasteziy 106.57 fez% dong h e a& of C W c to rhc left md rbmugh z c a d mgle of 61'

03'41" to apaint ofreverse c w a f m e , 3Hid cwchaving aradius o f 100.00 fm and along chardbearing a d bee

of Natk24' 39'33" W a g 101.60 fur.

~ ~ ~ r ~ ~ ~ ~ 2 2 3 . 8 0 f e = t a i ~ t h e ~ o f n i d c r w e ' ~ t f i c n ~ a d t 6 m u ~ a c 4 1 ~ m g i c o f 6 1 '

o j " 4 1 ' r o ' ~ ~ o i ~ a f ~ a n f b l c y ~ .said c m h a v i n g a r n d h of 210.00 fr,t snd a I q chord b&g mYf &stance o f N d

24' 39' 33" WeS, 22336 fen;

TRENCF:Nd05' 52' 17" E a q 325-77 feet to apofnt of m a t u n KO r h e l e

THFXCE northwcrxsly 33-12 fm along l kc arc o f Mid c m c 'tn the left and through J. c d a g e of 87'

21'57" to &+of compomd m g p c , d . 7 m e having nraciius o f 25.00 feet and a bq chord bearing and &ma

ofiioafi37' 48'39" vest, 3433 fecr;

?HF;NCE ~ e s t t r l ~ 73.88 fed along the p;: ofa. c m c to the lcir a d rhmugh 8 mglc of 03" 36' 09"

to a point o f b q z c y , said c& havfng s d u s of 1175.0,O feet snd s long chord k- I& 6i~tancc of Naah 83'

17' 43" Wait, 73.87 feeq

EXFmrIT "A" Page 2 o f 8

1

THWCE North 13" 27' 18" &ST, 57.09 fm to a p o h f o r corner,

W C E North 20" 45' 55" East, 47.86 fccf to a pokr for comer;

m N C E N d 46' 40' 38" !&*. 80.62 fcerro apomt f o r c o m q

THENCENorth 54" 13' j lF 5% 83.28 fccito apointfor comer,

rWFTNCE North 57" 52' 46" E8% 90.97 fcct to npoint for caner,

.. ~ C E S o u t h T 4 ~ 2 5 ' 1 8 " E ~ n , 1 8 7 3 0 f c ; r t o n p o ~ f o r c o ~

m C E South 33' 21' 03" East, 13030 f e z to a pomt fur corner,

m C E S o d 36' 10' 08"East, 56.00 f e t t ~ o a p d f o r wrncr,

1?TENCE Sotnh 15" 02' 11" Ens& 59.18fdto apomtfor comer;

JTENCE South 25' 05' 31" East, 50.00 fm To pomt for co-

m a castedy 191.63 fect dong rhe arc of said curve to rhc left and thmugb. a c& angle of 10' 42' 42"

to a p o h f o r cnma; wicl clnvc having aradius of 1025.00 fcC a n d a Iong chord bc+ und disrancc ofNo& 69' 33'

08" Ea$19X35 fees

'TKFNqSouth 25" 43' 13" E.q 1 1 6 . i 7 f ~ ~ t ~ o apointfor w-,

WEXCF.Nolrh 61" a' 16" Eq 166.32 f&To apointfor coacr;

~ ~ N a * r h . 4 2 " IS' 12" !&t, 147.99 fe-l.10 a p o m ~ f o r coxnr ;

EXKIBIT "A" Page 3 of 6!

4

m C z S o u t h 16' 55'OS"Est, 524.16 feet to apoizlzfor coma;

m C E So& 14' a' 15" War, 60290 f~ to apoint of c m to ~ c l e

m C € ; o u & & y 8531 fm along dz a o f said curve thc d ezldough a c& sq$e of 36" 17'32''

ro a for cmnsr, & c w c - a d i l l s o f 300.00 feff and a lon_c chord b b g 3rili distance of South 06' 14'

27" Wai, 85.02 f e q

W C F S o d 87' 56' 05' 'We 875.48 f r r 10 a poinc fo r cam?

W C E so&+, 37.56 f- alang the L.X of said c w c to r h e a rsd bnough a - ,d l of 02' 61'

24" ~o apo&af angrncp, .ni3 curvchavins adm'of800.00 f e t aad a h -. chdbeariag and bistancc: of So& 1;-

43'39" Pics~ 3755 furt;

TH"6NCE Sou& 1.5" 04' 20" West, 4291 f r ~ ta ngakt of curmmrc to & Lr?;

. ,

m C E srrihdy, 34520 fa a l o q the zs of said curve to tht left a d b n g h a CQ~& &e of 13" 24'

j3'to apoirdof c a q o u n d cmvti.tnr;, d CXTC clpvc a d * of 1475.00 f es a d along chord b e g d di~mcc

afsoirth 08' 22' 04" W q 341.41 fca;

mA solr thdy 156.67 f& along Thc am of said w e to rhe iefi a d &ugh a & mglc of04' 36'

12" m &pa& of campound auvanag srid cipvchavin,~ a d u s of 1950.00 f e t and and d i s m c t

of So& 00" 3s' 78" h-t, 156.6: fee<

.rolrth&y, 64.98 fr-t dong &c sc of rhc said nave to the I& xnd tbmugir a centrd mglc o f % '

04' 16" to the PPOTNT OF BEGXNING md coukking 3359 A C E S (1,463,1S5 s q u n t fed) o f lmrd marc o r less, said

n a v e having aradius o f 40.00 fed end a I u q chord h e a f f xnd dishn~.~ of Somh 49' 28' 32" E~ST 58.06 f = ~

W = K I B r "A" Page 4 of 8

WINDSOR HILLS SECTION 2

m T E S AYD BOUNDS DESCRIPTION OF A 9.84 ACRE: (428,799 SQUARE FEET) TRACT

OUT OF THE. DANIEL F. WHILLDEN SLWEY:

ABSTUCT NO. 640 MONTGO&lERY C O L W . TEXAS

A tracf or parcel of land containing 9.84 acres (428,799 square feet) more or less, located in

the DaniclF. Whi!!denSurveys AbstractNo. 640 and bein,omorepanicu!arly described by m e w and

bounds as follows (bearing and coordinates arc referenced to thc Texas Sta~e Plane Coordiczre

~Gtern , South Central Zone);

at a point lying on thc Northwest corner of the F. D. May Survey, ~bstrad

No. 388,'and the Southwest corner of the Daniel F. WhiIlden Survey, .4bsmct No. 640, said point

also lying on the east line of the A. W. Springer S w e y , Abstract No. 490, Montgomery County,

Texas (X=3111724.8689, Y=88023 1.1550);

THEVCE Nor& 65" 32' 20" Ean 1188.73 feet to a point for corner and bcing the P O m

QE -;

JHEHCENonhcrly 152.67 feet dong the arc of said 'cwe to the left and &rough a cenaai

angle of 16" 39' 42" to apoint of tangency, said curve having a radius of 525.00 feet and a long

chord bearing and distance ofXo& 06" ?6' 07" West, 152.13 feet;

TWFNCE N o d 14" 5 j 1 58" West 206.96 feer to it point of c ~ a t u r e to the.left;

EXBLBIT "A"

Page 5 of 8

The Woodlands Wndsor Hills Secrion Two

, 0472-0302-006 May 29,1998

Revised October 20, 1998

THENCENonherly 149.54 feet along the arc of said curve to the lefc and throu& a tend 0""; " angle of 10 J J -0 to a point of tan~encp, said c m e having a radius of 810.00 feet and a long

chord bearing and dinance of Norh2O0 12' 52" Wesr, 149.13 fee?;

THENCE N o h 25" 29' 47" West 22.60 feet to a point of curvature to the left;

THEKCE Westerly 39.27 feet along the arc of said c w c to the left and through a central

angle of 9O000' 00" to a point for comer, said c w e having a radius of 25.00 feet and a long chord

bearin3 and distance of No& 70" 29' 47" Wesi 35.36 feet;

THF.NC5 North 25' 29' 47" We>> 50.00 feet to apoint for comer;

THENCE North 64' 30' 13" East, 36.69 feet to a point for comer;

TKFNCE North 25" 29' 48" W e q 115.00 feet to a point for corner;

m,r\JCE North 79" 28' 12" East 15 1.49 feet to a point for comer,

TKE-TCE North 30' 27' 05" East, 74.65 feet10 a point for comer;

THENCE Easterly 45.74 feet along the arc of said curve to the left and througll a central

angle of 21" 50' 24" to a point oftzmgency, said curve having a radius of 120.00 feet and a long

chord bearing and distance of South 80" 03' 14" E a s 45.46 fcer:

m C 5 North 89" 01' 34" Ean, 191.23 feet to a point of curvatuie to the rifht;

EXHIBIT "A"

Page 6 o f 8

The Woodlands Widsor Hills Serdon Two

0472-03 02-006 May 29: 1998

Revised October 20, 1998 . .

THENCE Easterly 194.41 feit aiong the arc of said c w e to the right and through a cer~Eai

ande of 09' 28' 47" to a point of curvature, said cunfe ha~ling a radius of 1175.00 feet and a long - chord bearing and distance of South 86" 14' 02" East, 194.19 feet;

T E N C E Southeasterly 38.12 feet along thc arc of said curve to the right and through a central an$e

of 57" 21' 57'" to a point of tangency, said cunte having a radius of 25.00 feet and a long chord

bearing and dismce of South 37" 48' 39" E m 34.53 feet;

-E South 05" 52' 17" Wesr, 528.77 fect to a point of curvature to the le%

TKEhCE Southeasterly 223.80 feet along the arc of said curve lo the lefi and through a

central angle of 61 " 03' 41" to a point of reverse cwatute, said c w e having a radius of 21 0.00 fezt

and a long chord bearing and distance of South 24" 39' 55" East, 213.36 feet;.

Southeasterly 106.57 feet along the arc of said curve to the right and through a

central angie of 61 " 03' 41 " to a point of tangency, said m e h a ~ k g a radius of 100.00 feet and a

long chord bearing and distance of Sou& 24" 39' 55" E a s 101.60 fect;

THESCE South 05' 52' 17" West, 77.97 feet to a point of curvature to the right;

TWDjCF Sourherly 78.59 feet along rhc arc of said curve to the right and through a central

angle of 02" 18' 3 1" to a point of curvature, said curve having a radius of 1950.00 feet and a long

chord bearing and distance of South 07" 01' 33" West, 75.57 feet;

THENCE Southerly 9.50 fect aiong the arc of said curve to the right and through a den~al

angle of 00' 27' 13" to a poim for corner, said curve having a radius of 1200.00 feet and a long chord

bearing and dis-ace of South 08" 24' 25" Wesr, 9.50 feet;

EXHIBIT "A"

Page 7 of 8

The Woodlands Windsor Hills Section Two

0472-0302-006 May 29, 1998

Revised October 20, 1998

THENCE Sou& 87" 53' 19" West, 354.95 feet io a point for comer;

THEN; North 01" 17' 18" Eu\ 49.77 feer to a poini for comw,

THENCE North 88" 1fl 15" Wen, 165.00 feet to the POINT OF B E G W G and

containing 9.84 acres (428,799 square feet) of land, more or less.

EXBIBIT "A"

Page 8 of 8.

The Woodlands Widsor Hills Section Two

0472-0302-006 May 29,1998

Revised October 20, 1998

MONTGOMLRY COUNN, TMPJ

DECLARATION ANNEXATION PROPERTY EXHIBIT B