WHEREAS, RICHLAND WLA, LTD., a Texas limited partnership, acting as “Declarant” (herein so called), filed of record those certain Restated, Supplemented and Amended Declarations of Covenants, Conditions and Restrictions for the West Rim Estates Subdivision in Volume 12435, Page 29 of the real property records of Travis County, Texas as heretofore or hereafter amended (“First Declaration”), which First Declaration affects certain property owned by Richland and situated in the residential development known as Westview on Lake Austin, Phase C.

WHEREAS, pursuant to the First Declaration, Declarant has caused the formation of West Rim Estates Homeowners Association, Inc., a Texas non-profit corporation (the “West Rim HOA”), for the purpose of exercising the powers and duties of the “Association” under the provisions of the First Declaration, including without limitation, the assessment of fees on a per lot basis against Westview on Lake Austin, Phase C, Section 2 (“Section 2”), a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Book 95, Page 4 of the Plat Records of Travis County, Texas, for the purposes set forth therein, including the payment of all expenses associated with the ownership and operation of the “Common Areas” (as defined therein).

WHEREAS, Westview, LTD., et al. acting by and through its agent, Wilhelmina Robertson Morian (“Morian”) and Declarant executed that certain Agreement Regarding Water Quality Ponds for the West Rim Estates Subdivision (Westview on Lake Austin, Phase C, Sections 3, 4 & 5 (the “Pond Agreement”), recorded in Volume 12938, Page 57 of the Real Property Records of Travis County, Texas, pertaining to the maintenance, repair and upkeep of water quality ponds and detention ponds located in Sections 4 & 5 (as hereinafter defined), which Pond Agreement was executed in connection with that certain Declaration of Covenants, Conditions and Restrictions for the West Rim Estates Subdivision (Westview on Lake Austin, Phase C, Sections 3, 4 and 5) Providing for Pest Control and Maintenance of Streets and Water Quality Ponds (the “Second Declaration”) executed by Morian, Declarant and West Rim HOA, recorded in Volume 12938, Page 35 of the Real Property Records of Travis County, Texas.

WHEREAS, the Second Declaration requires the “Association” to maintain the “Ponds” (as therein defined) and to assess the owners of the Lots in the “Subdivision” (as therein defined) for their prorata portion of the costs and expenses for maintenance, repair and upkeep of the Ponds; and the Second Declaration requires the “Association” (as therein defined) to maintain certain “Common Elements” comprised of Private Roadways, Access Facilities and Ponds (as therein defined) and to assess the owners of the Lots in the “Subdivision” (as therein defined) for their prorata portion of the costs and expenses for maintenance, repair and upkeep of the Common Elements.

WHEREAS, the Second Declaration provides that upon the addition of any portion of the Property covered by the Second Declaration to the First Declaration, the terms of the First Declaration shall supersede the obligations under the Second Declaration as to such added land.

WHEREAS, Declarant has filed of record that certain Supplemental Declaration and Amendment to Restated, Supplemented and Amended Declarations of Covenants, Conditions and Restrictions for the West Rim Estates Subdivision in Volume 12938, Page 51 of the Real Property Records of Travis County, Texas (“Supplemental Declaration”), which added a portion of the property covered by the Second Declaration, namely, Westview on Lake Austin, Phase C, Section 3 (“Section 3”), to the First Declaration. The First Declaration and the Supplemental Declaration, together with that certain Second Amendment to Restated, Supplemented and Amended Declaration of Covenants, Conditions and Restrictions for the West Rim Estates Subdivision of even date herewith, are sometimes collectively referred to herein as the “Sections 2 & 3 Restrictions.” Section 2 and Section 3 are hereinafter jointly referred to as “Sections 2 & 3.”

WHEREAS, Declarant is now the owner of the balance of the real property covered by the Second Declaration, namely, Westview on Lake Austin, Phase C, Section 4 (“Section 4”) and Westview on Lake Austin, Phase C, Section 5 (“Section 5”). Said Section 4 and Section 5 are hereinafter jointly referred to as “Sections 4 & 5.”

WHEREAS, Sections 4 & 5 will be developed as a subdivision separate and apart from Sections 2 & 3, and which Sections 4 & 5 will not be subjected to the First Declaration, but have been subjected to a Restated and Amended Declaration of Covenants, Conditions and Restrictions for Westview on Lake Austin, Phase C, Sections 4 and 5 (the “Sections 4 & 5 Restrictions”) governing the ownership and improvement of Sections 4 & 5 and the rights and obligations appurtenant thereto. The Sections 4 & 5 Restrictions amend and restate the Second Declaration such that the obligations under the Second Declaration with respect to Sections 4 & 5 shall be performed by a homeowners association to be formed to administer the affairs of Sections 4 & 5.

WHEREAS, pursuant to the Sections 4 & 5 Restrictions, Declarant, or its successor in title to Sections 4 & 5, will cause to be formed a homeowners association currently contemplated to be called the River Oaks at Westlake Homeowners Association (the “River Oaks HOA”) which shall have the obligation and authority to levy, assess and collect assessments against each lot (individually, a “Lot,” and collectively, the “Lots”) in Sections 4 & 5 for payment of the Sections 4 & 5 Share of the Shared Improvement Costs, the Barrier Costs and the Section 5 Pond Costs (as hereinafter defined).

WHEREAS, a sediment and filtration pond and a detention pond (collectively, the “Shared Improvements”) are to be constructed by Declarant on Lot 63, Block B of Section 2, which shall be shared by and shall serve both Sections 2 & 3 and Sections 4 & 5, and Declarant desires to impose on Sections 4 & 5 the obligation to pay its proportionate share of the cost of managing, operating, repairing and maintaining the Shared Improvements (collectively, the “Shared Improvement Costs”).

WHEREAS, a detention pond is to be constructed on Lot 81, Block A of Section 5 (the “Section 5 Pond”), which shall serve only Section 5 and shall not be part of the Shared Improvements.

WHEREAS, it is contemplated that certain improvements in the form of turnarounds or cul-de-sacs providing for the terminations of Trailview Mesa Drive at the boundary between Section 3 and Sections 4 & 5, and a landscaped area between such terminations, which may include a columned, locked gate accessible only to the providers of fire and emergency services, may be constructed to provide a point of demarcation between Sections 2 & 3 and Sections 4 & 5 (the “Barrier”). If constructed, Declarant desires to impose the obligation for the maintenance and repair of the Barrier on Sections 4 & 5.

NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS, that it is hereby declared (i) that all of Sections 4 & 5 shall be held, sold, conveyed and occupied subject to the following restrictions, covenants, and conditions, which shall run with Sections 4 & 5, and same shall be binding on all parties having any right, title, or interest in or to Sections 4 & 5 or any part thereof, their heirs, successors, and assigns; and (ii) that each contract or deed which may hereafter be executed with regard to Sections 4 & 5 or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to the following covenants, conditions and restrictions.

Article I

Definitions

1.01. Defined Terms.

All defined terms used in this Declaration, unless otherwise defined herein, shall have the same meaning as in the First Declaration.

1.02. Sections 4 & 5 Owner.

As used herein, the term “Sections 4 & 5 Owner” shall mean and refer to the first successor in title to Sections 4 & 5 from Declarant.

1.03. Sections 4 & 5 Share.

As used herein, the term “Sections 4 & 5 Share” shall mean sixty percent (60%).

Article II

Maintenance of Shared Improvements and Assessment and Payment of Shared Improvement Costs

2.01. Maintenance of Shared Improvements.

The West Rim HOA acknowledges and confirms that from and after the completion of construction thereof, that the Shared Improvements shall be and remain part of the Common Areas under the First Declaration and that it shall be responsible for management, operation, maintenance and repair of the Shared Improvements in accordance with all applicable requirements of the governmental authorities with jurisdiction over Sections 2 & 3.

2.02. Payment of Sections 4 & 5 Share.

From and after the completion thereof, and until the formation of the River Oaks at Westlake HOA, the West Rim HOA shall be entitled to collect from the Sections 4 & 5 Owner, and the Sections 4 & 5 Owner shall have the obligation to pay, the Sections 4 & 5 Share of the Shared Improvements Costs. The Sections 4 & 5 Owner shall, within thirty (30) days after receipt of an invoice therefor, reimburse the West Rim HOA for the Sections 4 & 5 Share of the Shared Improvement Costs. Until the formation of the River Oaks at Westlake HOA, the Sections 4 & 5 Share of the Shared Improvement Costs, together with interest thereon and costs of collection thereof as hereinafter provided, shall be the personal obligation of the Sections 4 & 5 Owner. The West Rim HOA may enforce payment of the Sections 4 & 5 Share of the Shared Improvement Costs in accordance with the provisions of this Article II.

2.03. Responsibility for Sections 4 & 5 Share.

At such time as the River Oaks at Westlake HOA is formed pursuant to the Sections 4 & 5 Restrictions, (a) the River Oaks at Westlake HOA shall have the obligation and authority to levy, assess and collect assessments against each Lot in Sections 4 & 5 for payment of the Sections 4 & 5 Share of the Shared Improvement Costs; (b) the Sections 4 & 5 Share of the Shared Improvement Costs, together with interest thereon and costs of collection thereof, as to each Lot in Sections 4 & 5, shall be the joint and several obligation of (i) the owner of such Lot against which the Sections 4 & 5 Share is assessed, and (ii) the River Oaks at Westlake HOA; and (c) the Sections 4 & 5 Owner shall have no further personal liability for the payment of the Sections 4 & 5 Share under the terms of this Declaration, except as expressly provided in Paragraph 5.05 hereof.

2.04. Obligation for Payment of the Sections 4 & 5 Share; Assessments.

Neither the Sections 4 & 5 Owner nor any other owner of Sections 4 & 5 or any portion thereof, nor the River Oaks at Westlake HOA, when formed, may exempt itself or himself from liability for any of their respective shares of the Shared Improvement Costs under the terms of this Declaration. In the event of default, the West Rim HOA shall be entitled to enforce the provisions of this Declaration, and in addition, the Sections 4 & 5 Owner and the River Oaks at Westlake HOA, as applicable, shall be obligated to pay interest at the highest rate allowed by applicable usury laws then in effect (or if there is no such highest rate, then at the rate of eighteen percent (18%) per annum) together with all costs and expenses of collection, including without limitation, court costs and reasonable attorneys’ fees and associated legal expenses.

2.05. Obligation for Maintenance of Shared Improvements.

In the event the West Rim HOA fails to perform its obligation to operate, maintain and repair the Shared Improvements as provided in the First Declaration, and such failure continues for a period of thirty (30) days after the West Rim HOA’s receipt of written notice of such failure, then during the continuance of such failure, the Sections 4 & 5 Owner (prior to the formation of the River Oaks at Westlake HOA) or the River Oaks at Westlake HOA (after its formation) shall have the right to perform such maintenance and repairs to cause the Shared Improvements to perform their originally designed functions, but shall have no obligation to do so. In such event, the West Rim HOA shall pay the actual, out-of-pocket costs or expenses incurred in excess of the Sections 4 & 5 Share, plus interest at eighteen percent (18%) per annum together with all costs and expenses of collection. The West Rim HOA hereby grants a temporary access and construction easement over, across, in, on, through and under Lot 63 for these purposes.

Article III

Maintenance, Assessment and Payment of Barrier Costs and Section 5 Pond Costs

3.01. Maintenance of Barrier and Section 5 Pond.

The obligation for the operation, maintenance and upkeep of the Barrier and the Section 5 Pond shall be the responsibility and personal obligation of the Sections 4 & 5 Owner until the River Oaks at Westlake HOA is formed, and thereafter by the River Oaks at Westlake HOA. The Barrier Costs and Section 5 Pond Costs shall not be part of the Shared Improvement Costs. Once constructed, the Barrier shall neither be removed nor materially altered without the prior written consent of the WRE Homeowners Committee (until terminated), and thereafter without the prior approval of the West Rim Estates HOA. The Barrier shall be maintained in good condition and repair at all times.

3.02. Assessment and Payment of Barrier Costs and Section 5 Pond Costs.

At such time as the River Oaks at Westlake HOA is formed, (a) the River Oaks at Westlake HOA shall have the obligation and authority to levy, assess and collect assessments against each Lot in Sections 4 & 5 for payment of the Barrier Costs and the Section 5 Pond Costs; (b) such costs as to each Lot in Sections 4 & 5 shall be the joint and several obligation of (i) the owner of such Lot, and (ii) the River Oaks at Westlake HOA; and (c) the Sections 4 & 5 Owner shall have no further personal liability for such costs, except as expressly provided in Paragraph 6.05 hereof.

3.03. Obligations under the Pond Agreement.

As between the West Rim HOA and the River Oaks at Westlake HOA: (a) the West Rim HOA shall be the “Association” responsible for obligations under the Pond Agreement with respect to all Ponds except the Section 5 Pond; the River Oaks at Westlake HOA shall be the “Association” responsible for the Section 5 Pond; (b) the West Rim HOA’s authority to levy assessments for maintenance of all Ponds except the Section 5 Pond and the Shared Improvements shall be limited to Sections 2 & 3; and (c) the River Oaks at Westlake HOA’s authority to levy assessments for the Section 5 Pond, the Barrier, and the Shared Improvements shall be limited to Sections 4 & 5.

3.04. Obligation for Maintenance of the Barrier.

If the Sections 4 & 5 Owner or the River Oaks at Westlake HOA fails to maintain and repair the Barrier and such failure continues thirty (30) days after written notice from the West Rim HOA, the West Rim HOA shall have the right (but not the obligation) to perform such maintenance and repairs. In such event, the Sections 4 & 5 Owner or River Oaks at Westlake HOA shall pay the West Rim HOA within thirty (30) days the actual out-of-pocket costs, plus interest at eighteen percent (18%) per annum together with all collection costs and reasonable attorneys’ fees. Declarant grants the West Rim HOA a temporary access easement over, across, and through Lot 1 of Section 4 for this purpose. The River Oaks at Westlake HOA shall indemnify, defend and hold harmless the West Rim HOA from and against any and all claims arising from or in connection with the West Rim HOA performing such maintenance or repair, except for claims arising due to the negligence of the West Rim HOA.

Article IV

Payment and Assessment of Lot 63 and Lot 80 Ad Valorem Taxes

4.01. Ownership and Payment of Taxes.

It is acknowledged that Lot 63, Block B of Section 2 (“Lot 63”) and Lot 80, Block A of Section 3 (“Lot 80”) are owned by the West Rim HOA and are part of the Common Areas under the First Declaration. The West Rim HOA shall be responsible for the payment of ad valorem taxes levied against Lot 63 and Lot 80 (the “Taxes”). Because Lot 63 and Lot 80 serve and benefit both Sections 2 & 3 and Sections 4 & 5, until the formation of the River Oaks at Westlake HOA, the Sections 4 & 5 Owner shall have the obligation to pay forty-three percent (43%) of the Taxes paid by the West Rim HOA (the “Tax Reimbursement”). The Sections 4 & 5 Owner shall reimburse within thirty (30) days after receipt of an invoice together with a copy of the tax statement.

4.02. Responsibility for Tax Reimbursement.

At such time as the River Oaks at Westlake HOA is formed, (a) the River Oaks at Westlake HOA shall have the obligation and authority to levy, assess and collect assessments against each Lot in Sections 4 & 5 for payment of the Tax Reimbursement; (b) the Tax Reimbursement shall be the joint and several obligation of (i) the owner of each Lot against which it is assessed, and (ii) the River Oaks at Westlake HOA; and (c) the Sections 4 & 5 Owner shall have no further personal liability for the Tax Reimbursement, except as expressly provided in Paragraph 5.05.

4.03. Obligation for Payment of the Tax Reimbursement.

Neither the Sections 4 & 5 Owner nor any other owner of Sections 4 & 5 or any portion thereof, nor the River Oaks at Westlake HOA, when formed, may exempt itself or himself from liability for any of their respective shares of the Tax Reimbursement under the terms of this Declaration. In the event of default, the West Rim HOA shall be entitled to enforce the provisions of this Declaration, and the Sections 4 & 5 Owner and River Oaks at Westlake HOA, as applicable, shall be obligated to pay interest at the highest rate allowed by applicable usury laws (or eighteen percent (18%) per annum) together with all costs and expenses of collection, including reasonable attorneys’ fees.

Article V

Dedication of Streets to the Public

5.01. Dedication of Sections 4 & 5 Streets.

It is acknowledged that the streets located within Sections 4 & 5 have been dedicated as private streets and shall be conveyed to the River Oaks at Westlake HOA to be maintained as private streets. Declarant, on behalf of itself, the Sections 4 & 5 Owner and the River Oaks at Westlake HOA, agrees that no portion of said private streets shall be voluntarily dedicated to the public nor conveyed to any entity other than the River Oaks at Westlake HOA without the prior approval of the WRE Homeowners Committee (until terminated), and thereafter by the West Rim HOA.

5.02. Dedication of Sections 2 & 3 Streets.

It is acknowledged that the streets located within Sections 2 & 3 have been dedicated as private streets and have been conveyed to the West Rim HOA to be maintained as private streets. The West Rim HOA agrees that no portion of said private streets shall be voluntarily dedicated to the public without the prior approval of the Sections 4 & 5 Owner until the River Oaks at Westlake HOA has been created, and thereafter by the River Oaks at Westlake HOA.

Article VI

Miscellaneous

6.01. Scope and Effect.

(a) Nothing in this Declaration shall be construed to (i) impose the First Declaration on Sections 4 & 5 or grant any rights or privileges under the First Declaration to owners of Sections 4 & 5, (ii) amend the First Declaration in any manner whatsoever, (iii) release any property covered by the First Declaration, (iv) impose this Declaration on any property other than Sections 4 & 5, or (v) limit or modify the rights of the River Oaks at Westlake HOA to further assess its members/owners to the full extent allowed by the Sections 4 & 5 Restrictions. No owner of Sections 2 & 3 or any portion thereof shall be a member of the River Oaks at Westlake HOA by virtue of such ownership. This Declaration shall not be deemed to encumber or otherwise affect Sections 2 & 3.

(b) Nothing in this Declaration shall be construed to (i) impose the Sections 4 & 5 Restrictions on Sections 2 & 3 or grant any rights or privileges under the Sections 4 & 5 Restrictions to owners of Sections 2 & 3, (ii) amend the Sections 4 & 5 Restrictions in any manner whatsoever, (iii) release any property covered by the Sections 4 & 5 Restrictions, or (iv) limit or modify the rights of the West Rim HOA to further assess its members/owners to the full extent allowed by the First Declaration. No owner of Sections 4 & 5 or any portion thereof shall be a member of the West Rim HOA by virtue of such ownership.

6.02. Term, Termination and Amendment.

This Declaration including all of the covenants, conditions or restrictions hereof shall remain in full force and effect unless amended or terminated as herein provided. This Declaration may be amended or terminated only by the mutual agreement of (i) the Sections 4 & 5 Owner, if owning any lot in Sections 4 & 5; (ii) the River Oaks at Westlake HOA, if then existing; (iii) Declarant, if owning any lot in Sections 2 & 3; (iv) the West Rim HOA; and (v) the West Rim Estates Homeowners Committee until terminated or discontinued in accordance with the Sections 2 & 3 Restrictions. Any such amendment or termination must be in writing and filed of record referring to this Declaration by Volume and Page number.

6.03. Assignment.

Notwithstanding any provision in this Declaration to the contrary, Declarant may, in a writing filed of record, expressly assign, in whole or in part, any of its privileges, rights and duties as the Declarant under this Declaration to any other person or entity. As a condition to any such assignment, the assignee must expressly assume in the recorded assignment the obligations of Declarant that are assigned. Upon any such assignment, the Declarant shall no longer be liable for performance of the obligations expressly assumed by the assignee. The conveyance of all of Sections 4 & 5 to the Sections 4 & 5 Owner shall not be deemed as an assignment of any of Declarant’s privileges, rights or duties under this Declaration.

6.04. Subdivision Name for Sections 4 & 5.

Neither the Sections 4 & 5 Owner nor any future owner of Sections 4 & 5 or any portion thereof shall designate, name, advertise, replat or otherwise promote, by signage or otherwise, Sections 4 & 5 or any portion thereof by a name or designation that includes the words “Westview”, “West Rim” or “Estates.”

6.05. Default by West Rim HOA or River Oaks at Westlake HOA.

Notwithstanding anything in this Declaration to the contrary, (a) so long as Declarant has a number of votes under the First Declaration equal to or greater than the number of votes held by the other owners of Lots in Sections 2 & 3, if the West Rim HOA fails to pay to the Sections 4 & 5 Owner and/or the River Oaks at Westlake HOA any amount required to be paid under this Declaration, and such failure continues for a period of thirty (30) days after written notice to Declarant, Declarant shall pay such amount to the Sections 4 & 5 Owner and/or the River Oaks at Westlake HOA, as applicable; and (b) so long as the Sections 4 & 5 Owner has a number of votes under the Sections 4 & 5 Restrictions equal to or greater than the number of votes held by the other owners of Lots in Sections 4 & 5, if the River Oaks at Westlake HOA fails to pay to the West Rim HOA any amount required to be paid, and such failure continues for a period of thirty (30) days after written notice to the Sections 4 & 5 Owner, the Sections 4 & 5 Owner shall pay such amount to the West Rim HOA. These obligations shall terminate when Declarant no longer holds the requisite number of votes under the First Declaration and when the Sections 4 & 5 Owner no longer holds the requisite number of votes under the Sections 4 & 5 Restrictions, respectively.