DECLARA nON OF COVENANTS. CONDITIONS AND RESTRICTIONS FOR

OAKWOOD SHORES c v STATE OFTEX..AS

KNOW ALL MEN BY THESE PRESEN 1 s: COUNTY OF BRAZORIA

This Declaration, made on the date hereinafter set forth by o.Al(\YOOD SHORES, LLC a Delaware Limited Liability Company, duly authorized to do business in the State of Texas, hereinafter referred to as "Developer.'~

VvITNESSFTH:

"'w1-IEREP...s, Developer is the Owner of ttlat certal:."1 tract of land. known as O.AKWOOD SHORES, being a Subdivision of958.90 acres of la.""1d being a pacrt of the S. E. Groce 5 League Survey, Abstract 66, The S. F. Austi...n 3 Labor Survey, Abstract 30, and The 1. M. Musquez Survey, Abstract 333, Brazoria C01LTlty, Texas: said 958.90 acre tract being part of th.at 4018.17 acre tract described in deed recorded in Volume 287, page 242 of the deed records of Brazoria County., Texas and according to the plat (,",Plat") of said OAKV100D SHORES, recorded on A'fEl L IS" 2008 lli-:!der DOCument Number oLcteD Y:\2Ho in the Official Records of Real P;.-operty of Brazoria County, Texas (hereinafter referred to as the "Property" or the "Subdivision"); and

\VHEREAS, it is t.~e desire of Developer to place CerGL11 restrictions, easements, COVen&its, conditions, stipulations and ~eseTVatio1lS (herein sometimes referred to as t.'1e "Restrictions") upon and. against such Property i.."1 order to establish a uniform plan for the ievelopment, improvement and sale of the Property, 2nd to insure the pTesenration of such uniform plan for the benefit of both L~e present md fi.lture O\VTIer of Lots in said Su.bdivision;

NOW, TP£REFORE, Developer adopts, establishes and. imposes upon L'J.e Subdivision known as OA......T.(VlOOD SHORES and declares he following reservaIions, easements, restrictions, covenants and conditions, applicable t..hereto, all which are rOT the purposes of elli1.ancing and )rotecting the valu.e, desirability and attractiveness of said Property, which Restrictio::1S shall fl..Ll1 vvith saId Property and tide or interest therein, )r allY part thereof, and shall inure to t.'1e benefit of each Owner thereof, except that unless otherwise expressly stated herein, no part of this )eciaration or the Restrictions shaH be deemed to apply i.~ any manner to t.~e areas identified or platted as a Reserve or Unrestricted Reserve on he Plat or to any area not included in the bOlL"ldaries of said Plat Developer also declares t...~at t.~is Subdivision shall be subject to the urisdiction of the IT Association" (as hereh"'1after deEned).

A.;:ZLTICLE I

DEFINITIONS

Section L01 ".AI'..nexable Area" shall !TIean &"1G refer to any additional property made subject to t,1.e jurisdiction of the Association )u.. ... suant to t.he provisions set forill heTeL"'1, includiclg, vvit..i],om: limitmion any ot,~er Sections of OA..~WOOD SHORES Subdivision, if &iy. )evetoper may plat any property adjacent to or in the proximity ofli'1e Property which tt~e Developer may wish to include in the jurisdiction of he Association.

Section 1.02 "Association" shaH illean and refer to OA .... K\ii/OOD SHORES Property Owners Association, &'1d its successors a..'lJd

Section 1.03 "Oi:l,XWOOD SHORES" shall mea.:."'1 and refer to t."Llis Subd.ivision at"1G any other sections of Ofu'(\VOOD SHORES, ereafter made subject to the ju..--isciiction of the Association.

Section 1.04 !!Board of Directo:r" shall mean and refer to the Board ofITllectors of the Association.

Section 1.05 "Build.er If shaH mefu"'1 and refer to persons or entities that plL."""Chase Lots fu"'1d build speculative OT custom homes thereon for lird party purchasers.

Section L06 "Cowmon Area"shall me&"'1 an real property (includi.llg the improvements thereto) wi'l1lli-i the Subdivision owned by t.1J.e levelopeT and/or t,'"le Association for L"he COEL'I1on use a.."'1d enjoyment.of t.he Owners fu"'1d/or any other real property a."1d improvements, lcludin.g~ but not lillliteo. to, parks, open spaces, lakes, laJ..ce road crossings, daITIS, greenbelt areas and other facilities a.TJ.d areas designated on te Plat v"it.i-fu"1 t.~e Con::u-non .A_rea to which the Ov.rners may hereafter become entitled to use.

Section 1.07 "Contractor'1shall mea.T!. and :refer to t.he person or entity vvith i.vhom an Owner contracts to COn..<;lruct a resid~""ltial welling on such Owner's lot.

Section 1.D8 "Developer" shail mean fu""ld refer to O~~T{WOOD SHORES, LLC, fuiG &"1."1 successor(s) and assign(s). However, no ~rson or entity merely purchasing one or more Lots from O}\I(V\lOOD SHORES, LLC, in the Ordh"'1ary course of business shall be considered "Developer."

Section 1.09 "Lot" shall meCL71 a.Tlci refer 1.0 Ell)'Y ploe of land identified as c. Lot or tract on th~ piat of the Subdivision. For purposes of is Ins!Ttrment, "1..0(' shall not be deemed to include any portion of any "COIl'...lilOn Areas.," HRese:rves," "Restricted Reserves" or "Unrestricted eserves," (de~"1.ed herein as a!ly Common Areas, Reserves, Restricted Reserves or Unrestricted Reserves shown on the Plat) in t.l.re lbdivisioIl, regardless of the use made of such area. No lot maybe resllbdivided without the prior written consent of thc Association or, before :mtrol Transfer Date, 6e developer.

Section 1.10 T'Jviember" shaH mean and refer to every perso;} or entity that holds a membership in the Association.

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DECLARA nON OF COVENANTS. CONDITIONS AND RESTRICTIONS FOR

OAKWOOD SHORES c v STATE OFTEX..AS

KNOW ALL MEN BY THESE PRESEN 1 s: COUNTY OF BRAZORIA

This Declaration, made on the date hereinafter set forth by o.Al(\YOOD SHORES, LLC a Delaware Limited Liability Company, duly authorized to do business in the State of Texas, hereinafter referred to as "Developer.'~

VvITNESSFTH:

"'w1-IEREP...s, Developer is the Owner of ttlat certal:."1 tract of land. known as O.AKWOOD SHORES, being a Subdivision of958.90 acres of la.""1d being a pacrt of the S. E. Groce 5 League Survey, Abstract 66, The S. F. Austi...n 3 Labor Survey, Abstract 30, and The 1. M. Musquez Survey, Abstract 333, Brazoria C01LTlty, Texas: said 958.90 acre tract being part of th.at 4018.17 acre tract described in deed recorded in Volume 287, page 242 of the deed records of Brazoria County., Texas and according to the plat (,",Plat") of said OAKV100D SHORES, recorded on A'fEl L IS" 2008 lli-:!der DOCument Number oLcteD Y:\2Ho in the Official Records of Real P;.-operty of Brazoria County, Texas (hereinafter referred to as the "Property" or the "Subdivision"); and

\VHEREAS, it is t.~e desire of Developer to place CerGL11 restrictions, easements, COVen&its, conditions, stipulations and ~eseTVatio1lS (herein sometimes referred to as t.'1e "Restrictions") upon and. against such Property i.."1 order to establish a uniform plan for the ievelopment, improvement and sale of the Property, 2nd to insure the pTesenration of such uniform plan for the benefit of both L~e present md fi.lture O\VTIer of Lots in said Su.bdivision;

NOW, TP£REFORE, Developer adopts, establishes and. imposes upon L'J.e Subdivision known as OA......T.(VlOOD SHORES and declares he following reservaIions, easements, restrictions, covenants and conditions, applicable t..hereto, all which are rOT the purposes of elli1.ancing and )rotecting the valu.e, desirability and attractiveness of said Property, which Restrictio::1S shall fl..Ll1 vvith saId Property and tide or interest therein, )r allY part thereof, and shall inure to t.'1e benefit of each Owner thereof, except that unless otherwise expressly stated herein, no part of this )eciaration or the Restrictions shaH be deemed to apply i.~ any manner to t.~e areas identified or platted as a Reserve or Unrestricted Reserve on he Plat or to any area not included in the bOlL"ldaries of said Plat Developer also declares t...~at t.~is Subdivision shall be subject to the urisdiction of the IT Association" (as hereh"'1after deEned).

A.;:ZLTICLE I

DEFINITIONS

Section L01 ".AI'..nexable Area" shall !TIean &"1G refer to any additional property made subject to t,1.e jurisdiction of the Association )u.. ... suant to t.he provisions set forill heTeL"'1, includiclg, vvit..i],om: limitmion any ot,~er Sections of OA..~WOOD SHORES Subdivision, if &iy. )evetoper may plat any property adjacent to or in the proximity ofli'1e Property which tt~e Developer may wish to include in the jurisdiction of he Association.

Section 1.02 "Association" shaH illean and refer to OA .... K\ii/OOD SHORES Property Owners Association, &'1d its successors a..'lJd

Section 1.03 "Oi:l,XWOOD SHORES" shall mea.:."'1 and refer to t."Llis Subd.ivision at"1G any other sections of Ofu'(\VOOD SHORES, ereafter made subject to the ju..--isciiction of the Association.

Section 1.04 !!Board of Directo:r" shall mean and refer to the Board ofITllectors of the Association.

Section 1.05 "Build.er If shaH mefu"'1 and refer to persons or entities that plL."""Chase Lots fu"'1d build speculative OT custom homes thereon for lird party purchasers.

Section L06 "Cowmon Area"shall me&"'1 an real property (includi.llg the improvements thereto) wi'l1lli-i the Subdivision owned by t.1J.e levelopeT and/or t,'"le Association for L"he COEL'I1on use a.."'1d enjoyment.of t.he Owners fu"'1d/or any other real property a."1d improvements, lcludin.g~ but not lillliteo. to, parks, open spaces, lakes, laJ..ce road crossings, daITIS, greenbelt areas and other facilities a.TJ.d areas designated on te Plat v"it.i-fu"1 t.~e Con::u-non .A_rea to which the Ov.rners may hereafter become entitled to use.

Section 1.07 "Contractor'1shall mea.T!. and :refer to t.he person or entity vvith i.vhom an Owner contracts to COn..<;lruct a resid~""ltial welling on such Owner's lot.

Section 1.D8 "Developer" shail mean fu""ld refer to O~~T{WOOD SHORES, LLC, fuiG &"1."1 successor(s) and assign(s). However, no ~rson or entity merely purchasing one or more Lots from O}\I(V\lOOD SHORES, LLC, in the Ordh"'1ary course of business shall be considered "Developer."

Section 1.09 "Lot" shall meCL71 a.Tlci refer 1.0 Ell)'Y ploe of land identified as c. Lot or tract on th~ piat of the Subdivision. For purposes of is Ins!Ttrment, "1..0(' shall not be deemed to include any portion of any "COIl'...lilOn Areas.," HRese:rves," "Restricted Reserves" or "Unrestricted eserves," (de~"1.ed herein as a!ly Common Areas, Reserves, Restricted Reserves or Unrestricted Reserves shown on the Plat) in t.l.re lbdivisioIl, regardless of the use made of such area. No lot maybe resllbdivided without the prior written consent of thc Association or, before :mtrol Transfer Date, 6e developer.

Section 1.10 T'Jviember" shaH mean and refer to every perso;} or entity that holds a membership in the Association.

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Section L 11 !!O'WIler" shall mean and refer to the record O'VVIler, whet..1}er one or more persons or entities, of fee siJ.--uple title to any Lot or reserv-e which is a part or the Subdivision, including (i) contract sellers (a seller under a Contract-for- Deed), but excluding those having such i!lte-rest merely as security for the performance of a.."1. obligation., (ii) Developer (except as othenvise provided herein), and (iii) Builders_

Section 1. 12 1rLiv1n£ ~A.rea" shall mean a..T1G refer to the area computed using exterior dimensions oft:.1.e entire lilTing area of a residence, t,.~at is heated ru'"1d cooled; e_g_ both floors of a n;"o story residence excluding attic, garage, basement, breezeway Or porch.

Section 1.13 "Plat" shan mean and refer to the plat of Oakwood Shores Subdivision filed of recorded on ___ 2008 under Docu..-nent Nu..T!lber LTJ. the Real Property Records of Brazoria County Texas.

ARTICLE II

RESER'! ATlONS. EXCl"PTlONS -",-.,,1) DEDICATIONS

Section 2.01 Recorded Map of the PTopertv_ The plat ("Plat") of the Subdivision dedicates for use as sllch, subject to the limitations as set fortfJ~ therein, the roads, streets and easements sho-wn t.~ereon_ The Plat fiL."'ther establishes certain restrictions applicable to the Property. All dedications, restrictiop...8 fu"'lC reservations created herein or shown on the Plat, replats or amendments of t.1.e Plat of me Subdivsicn recorded or hereafter recorded shaH be incorporated herein al!.d made a pa..rt hereof &J.d shall be construed as being included in each contract deed, or conveyance executed or 1:0 be executed by or Oil behalf of Developer, conve:ying said Property or any part thereof vi/het.1.er specifically referred to therein or not.

Section 2.02 Easements_ Developer, subject to the provisions of Section 3.02 hereof for Composite Building Sites" reserv-es for public use the utility easements sho-wn on the Plat Or that have been or hereafter may be created by separate instrument recorded in t.l-re Real Property Records or Brazoria County, Texas, for the pu.rpose of constructing, maIntaining and repairing a system or s-ystems of electric lighting, electric power, telegraph and telephone line or lines, gas Enes, sewers, water Ih-res, storm drainage (surface or underground), cable tele'V'islon, or any other utility the Developer sees fit to install in, across and/or under u'1e Property. Developer and its assigrtS ~1.er expressly reserv-es D.":te right to enter upon any Lot for the purpose of constructLT1g or maintai:..-ll!lg any natural drainage pattern., area or easerrtent. All utiJity easements in the Subdivision may be used for the consuuction of drainage swales in order to provide for improved surface drainage of the Resenres, Cow_TIlon Area and/or Lots. The Proper!).' Owners i\ssociation, the Developer and their assigns shall have the rig.,.f),t to enter upon any Lot for the purpose or improving, constru.cting or maintaining the cL.-a.inage facilities L."l the drainage easements shmvn on t.'1J.e plat of the subdivision. To the extent not peformed by the City of Richwood , "t~e Property Owners A . .ssociation, at itS expense, shall maL'1.tain all drainage facilities, including drainage easements, as shown on the plat of the subdivision as well as any outside drainage easements referenced on the plat_ Furt.."h.er, fences shaH not be constructed 'l.Vit."lJin or across any ~-ainage easement 2S showTI on the plat of The subdivision as well as any outside drainage easements refer-enced on the plat. Should a..'ly uti!ity company :fi..L.ulshing a senrice covered by the general easement herein pro,,'ided request a specific easement by separate recordable document~ Developer,. \vithout u~e joinder of any other O"'\Nner~ shall have the right to grant such easeme..'1t on said Property wit.'"lout conilictit"1g with tb.e terms hereof .Any utility company serving w'1e Subdivision a..-rd/or a.l1Y Utility District servi."1g the Subdivision shall have the right to enter upon any utility easement for the pw.})ose of installation, repair and maL.J.tenance of their respective facilities. Nei"t.'1er Developer nor any utility· company, water district, poEtical subdi-vision or other aUlhorized entity using t.'1e ~ements herein referred to shall be liable for any damages done by them or t.1.eir assigns, agents, employees, or servants, to fences, sh...-ubbery, trees and lawns or any o"t1.er propeny of the OW-TIer on the property encu...mbered by said easements.

Section 2.03 Title Subject to Easement_ It is expressly agreed &i.d understood that t.t,.e title conveyed by Developer to at"1.Y of t..1-re LOts )y contract deed or ot.her conveyance shall be subject to ruJ.Y easement reflected on the plat affecting same for Toadways or drainage, water line, ~as~ sewer, electric lighting, electric power, telegraph 0:- telephone plli-poses and o!.t1..e:r easements hereafter granted affecting 'tl}e Lots. The )vroers of t.'he :respective Lms shall not be deemed to O\VI! pipes, wires, conduits OT other service li."les ruILTling throug.;.'-:t their Lots which are rtilized for, or service other Lots, bm each Owner- si>...aH have an easement it"'l &"1d to u'1e aforesaid facilities as shall be necessary for the use, naintenance and enjoyment of .bis Lot_ The Developer may convey title to said easements to the public, a publIC utility company or the \ssociation~

Section 2_04 Utility- Easements_

(a) Utility grou."'J.d and aerial easements have been dedicated in accordance \Villi the Plat and by sepa.."a.te easement docll.r.l1ents_ Utility :asements on side Lot lines :may be elit--ninated fu-rd canceled along adjoining Lot lines in a Composite Building Site in accordance with Section ,_02 hereof.

(b) No building, s\vir.ru:r.ting pool or oL.l.er stru.crure shall be located over, under, upon or across any portion of any utility easement. The )\N11er of each Lot shall have w.'1e rigc'1.t to construct, keep and maintain concrete drives, waUoNays, fences, and similar improvemenLS across any tility easement, and shall be entitled to cross such easements at all times for ptL.'1Joses of gaining access to and from such Lots, prO\rided, owever, any concrete drive, wail0;vays, fences and simiiar improvements placed upon such Utility Easement by the Ovvuer shalL be constructed, 1aintained and used at Owner's risk fu"1d, as such, the O\-\lner of each Lot subject to said Utility Easements shall be :responsible for (i) any and all ~airs to the concrete ch--ives~ waL1cvvays~ fences and similar improvements wr.tich cross or are located upon such Utility Easements and Cd) ~pairing &"1y da..'Uage to said improve"Clents caused b~/ the Utility District or any public utility in the course of insralling, operatD.i.g., maintaining, ~pair.lTIg, or removing its facilities located witltin the Utility Easements.

(c) The O\Viler of each Lot shall inde:rnnify and hold ha..rmless Developer, and public utililY compa..'-ies having facilities located over, G, across or under utility- easements from any loss, expense, suit or demand resulting from death, injuries to perSons or da.,.-nage to property in ly way occUI.'Tin~ incident to, arising out of, or in cO!Jl1..ection with said O~JvTlerTs installation, maintenaIlce, repair Or removal of any pemtitted !.1provemenrs located VJit.lUn utility easements~ includi.J.g where such death, i:qJu..y OT damage is caused or alleged to be caused by the ~g1igence of such public utility or the De,/eloper, t..'-leir employees, officers, contr2ctoTS, or agents.

Section 2.05 Roads and Streets_ Subject to t.he terms and conditions of this Section 2.05, the roads and streets in this Subdivision, as I.mV!l on the Plat, are hereby dedicated 1.J.""1 additior... to roadways, as utility easement."> for tn.e purpose of constructing, operating, maintaining or :pairing a system(s) of electric Iig,.'-:tting, electrical power, telegraph and telephone lines, gas lines, sewers, water lines, storm drainage (surface . underground) cable television, or any other utilities trwt the Developer sees fit to install (or permit to be installed) in,_ acrOSS andlor under the ~operty_

2

Section L 11 !!O'WIler" shall mean and refer to the record O'VVIler, whet..1}er one or more persons or entities, of fee siJ.--uple title to any Lot or reserve which is a part or the Subdivision, including (i) contract sellers (a seller under a Contract-for- Deed), but excluding "l1J.ose having such irrterest merely as sec~ty for the performance of a..!. obligation., (ii) Developer (except as otrlenvise provided herein), and (iii) Builders.

Section I. 12 1rLivine.. Area" shan mean a.T1G refer to the area computed using exterior dimensions of "t:.1.e entire lilting area of a residence, t,.~at is heated ru'"1d cooled; e.g. both floors of a ~,o story residence excludi.TJ.g attic, garage, basement., breezeway Or porch.

Section .13 "Plat" shan mean and refer to the plat of Oakwood Shores Subdivision filed of recorded on ___ 2008 under Docu..-nent Nli..T!lber ___________ LTJ. the Real Property Records of Brazoria County Texas.

ARTICLE II

RESERV ATlONS. EXCJOPTIONS A-.N"D DEDICATIONS

Section 2.01 Recorded Map of the PTopertv. The plat ("Plat") of me Subdivision dedicates for use as sllch, subject to the limitations as set foTt"'1 therein., the roads, streets and easements sho'WIl t.~ereorr. The Plat fi.L...-fuer establishes certain restrictions applicable to the Property. All dedications, restrict1op--s &i..C reservations created herein or shown on the Plat, replats or amend..-rnents of t.1.e Plat of me Subdivsicn recorded or hereafter recorded shaH be incorporated herein al!.d made a pa..rt hereof <lJ."1d shall be construed as being included in each contract deed, or conveyance executed or 1:0 be executed by or on behalf of Developer, conve:ying said Property or any part tt'1ereof v.,rhet.1.er specifically referred to therein or not.

Section 2.02 Easements. Developer, subject to the provisions of Section 3.02 hereof for Composite Building Sites, reserves for public use the utility easements sho'W!1 on the Plat Or that p...ave been or hereafter may be created by separate instrument recorded in t.l-re Real Property Records of Brazoria County, Texas, fOT the pu.rpose of constructing, maIntaining and repairing a system or systems of electric lig..hting, electric power, telegraph and telephone line or lines, gas Enes, sewers, water Ih"1es, storm drainage (surface or unde:rground), cable television, or any other utilIty the Developer sees fit to IP...stall in, across and/or under -u'1e Property. Developer and its assigrtS :B~1.er expressly reserv·es u."le right to enter upon any Lot for the purpose of constnlctLDg or maintai:.."1i:o.g any natural drainage pattern., area or easement. All utility easements in the Subdivision may be used for the consuuction of drainage swales in order to provide for improved surface drainage of the Resenres, Cornmon Area and/or Lots. The Propert}l Owners _Associationo the Developer and their assigns shall have the ng.,.1),t to enter upon any Lot for the purpose or improving, constructing or maintaining the cL.-ainage facilities L."l the drainage easements shmVE on 't..1.e plat oft,.1.e subdivision. To the extent not peformed by the City of Richwood , "t~e Property Owners A . .ssociation, at itS expense, shall maL'1tain all drainage facilities, including drainage easementso as shown on the plat of the subdiVIsion as well as any olltside drainage easements referenced on the plat Furr..."h.er, fences shaH not be constructed vvit.~in or across any ~---ainage easement 2S shown on the plat of The subdivision as well as any outside drainage easements refer-enced on the plat. Should a..'ly uti!ity company %ulshing a service covered by the general easement herein pro,,'ided request a specific easement by separate recordable document, Developer,. 'i.vithout u\e joinder of any ot..iJ.er Owner, shall have the right to grant such easement on said Propert:;,;- wit.'"lout conilictit"1g with tb.e terms hereof lilly utility company serving w'1e Subdivision a..id/or a.l1Y Utility District servi"1g t.h.e Subdivision shall have the right to enter upon any utility easem.ent for the pw.})ose of installation, repair and maL.""ltenance of their respective facilities. Nei"t.'1er Developer nor any utility· companyo water district, poEtical subdi'Vision or other aULhorized entity using t.'-:te ~ements herein referred to shall be liable for any damages done by them or their assigns, agents, employees, or servants, to fences, sh..--ubbery, trees and lawns or any o"t1.er properry of the OwTIer on the property encu..mbered by said easements.

Section 2.03 Title Subject to Easement. It is expressly agreed &i.d understood that the title conveyed by Developer to at"ly of t..1-re Lots )y contract deed or ot.her conveyance shall be subject to ruJ.y easement reflected on t..~e plat affecting same for road'i.Vays or drainage, water line, ~as~ sewer, electric lighting, electric powero telegraph 0:- telephone plli-poses and o!.t1.er- easements hereafter graIlted affecting the Lots. The )vVilers of the respective LOIS shall not be deemed to O'i.vn pipes, wires7

conduits Or other service IL'les ruILTling thrOUg.;.1 their Lots which are rtilized foro or service other Lots, bm each Owner shall have an easerr.tent in &'"1Q to the aforesaid facilities as shaIl be necessary for the use, naintenance and enjoyment of .bis Lot. The Developer may convey title to said easements to the public, a public utility company or the 1.ssociation ..

Section 2.04 Util1N Easements.

(a) Utility grou."'1d and aerial easements have been dedicated in accordance with the Plat and by sepa..""ate easement documents. Utility :asements on side Lot lines may be elit--ninated fu,-d canceled along adjoining Lot lines in a Composite Building Site in accordance with Section ,.02 hereoL

(b) No building, s\virmning pool or oL.l.er strucUlre shall be located over, under, upon or across any portion of any utility easement. The )w11er of each Lot shall have t.'1e rigc"1.t to construct, keep and maintain concrete driveso wa110Nays, fences, and sirnilar improvemenLS across any tility easement, and shall be entitled to cross such easements at all times for ptL.'"Poses of gaining access to and from such Lots, pro,.rided, owever, any concrete cL.-ive, wail0.vays, fences and simiiar improvements placed upon such Utility Easement by the Ovvner shall be constructed, 1aintained and used at Owner-'s risk fu"1d, as such, the O\-\iner of each Lot subject to said Utility Easements shall be responsible for (i) any and all ~airs to the concrete ch--ives~ walkvvayso fences and similar improvements wr.tich crOSS or are located upon such Utility Easements and (ii) ~pairing &"1y Ga'Uage to said improve"Clents caused b~y the Utility District or any public utility in tl.-J.e course of insralling, operating, maintaining, ~paU-:.lTIg, or removing its facilities located witI-tin the Utility Easements.

(c) The O\Viler of each Lot shall indernnify and hold ha.rmless Developer, and public utility compa..-ues having facilities located over, G, across or under utiIit}" easements from any loss, expense, suit or demand resulting from death, injuries to persons or cla,.-nage to property in 1y way OCCliJ.'Tinb incident to., arising out of, or in cO!Jl1..ection with said O~Jvner's installation, maintenance, repair Or removal of any permitted !.1provements located VJit.lUn utility easemeIlts~ includi.J.g where such death, i:qju...y OT damage is caused or alleged to be caused by the ~g1igence of such public utility or the De,/eloper, t..'-leir employees, officers, contractors, or agents.

Section 2.05 Roads and Streets_ Subject to t.he terms and conditions of this Section 2.05, the roads and streets in this Subdivision, as I.mV!l on the Plat, are hereby dedicated D""l additior... to roadways, as utility easement."> for t.'1e purpose of constructing, operating, maintaining or pairing a system(s) of electric Iig,.'-:iting, electrical pm, yeT, telegraph and telephone lines, gas lines, sewers, water lines, storm drainage (surface . underground) cable television, or any other utilities trwt the Developer sees fit to install (or permit to be installed) in,_ acrOSS andlor under the ~operty.

2

Section 2.06 Transfer of Reserves to Association. At such time as the Developer has sold alld conveyed fifty one (51 %) percent oft.i-:te Lots in the Subdivision, t.fJ.e Developer shall transfer owTlersrip of a11 Reserves. in the Subdivision to t..he Association.

(i) The Developer, a.."1d upon the Control Tr.ansfer Date, t..f-te Board of Directors of t.'1e _Association, shaH have the right and authority· to amend or modify these Rules and RegalatiorIs fOT 6e Corrnnon areas in the eve:;.t it deems slich 2.menament or modific2.tion to be In t.1.e best interest of the subdivision; <LD.d common area.

Section 2.07 :rvlaintenance Easements. There is hereby dedicated a tl<irty (30) foot "vide maintenance easement along the rear of all lots on Oa.'k"vood Shores detention pond shO\~vn on t:.~e Plat.

Section 2.08 Landscape Easements. The areas designated on t..1}e Plat as Landscape Easements will be maintained by t.."h.e Developer or after t."he Control Transfer Date by the Association.

}\PTICLEIII

USe RESTRICTIONS

Section 3.01 Single ras.llilv ResicieTltial CODStrtlction. No building shaH be erected, altered, placed or pennitted to remain on any Lot or Building Site ot.1.er t.~an one single-family Dwelling lli.""1it ("DweHing") per each Lot to be used solely for residential purposes. The term "dwelling" does not include single or double wide manufactured or mobile homes, or any old or used houses to be moved on 'tt'1e Lot. "A,s used herein, t.1-J.e term "residential purposes" shall be cOilsrrued. to prohibit mobile homes, trailers, modular or ffi8.!iUfactured homes, or pre-fabricated homes being placed on said Lots for u'1e use of said Lots for duplex houses, churches, condomir;iUo.us, to\~irL'lOUSeS, garage apa..rtments, or apa."'i:ment houses; and no Lot shall be used for business, educational or professional purposes of any kind whatsoever, nor for any cO!!huercial Of manufact1.L.-ing purposes. Provided, howe'ver, an O\\'Uer may maintain a home office LTl a Dwelling Vvi.m no advertising signs Or regular visits by customer or clients. No log homes shall be allowed to be constructed on any lot except on lots 128 throug,.~ 168 of Block 1. I'v1L"limum square footage requirements on all lots are 2000 square feet. Except on entrance lots \vpich are Lot I Block 2, Lot 12 Block 2, Lot 176 Block 1, Lot 206 Block 1, Lot 28 Block 2, Lot 1 Block 1, Lot III Block 3, and Lot 116 Block 3 which shall be 3000 square feet. The exterior including L'1e rear of DwellL"1gs on Entrance lots must be at least fifty percent (50%) maSOlli-Y (brick, stone, or stucco). Hardy Plank is not considered to be a ::nason..ry· item.

(a) GuestiServ'ants House. One guest/servants house may be built pro'ifided it matches the same design as t:.1;.e main Dwelling and said ~u"estlserv'ants house must contain a minimum of 500" square feet a.TJd a maximum of not more Ltlan 500/0 of the square footage of the !r..ain iwelling 3...'1Q be built after Or while the main dwelling is being built and be approved in ",'!iting by the .A.rchitectuTal Control Committee (ACe) ?rior to construction.

(b) Work Shops. Workshops may be constructed on the property after or while L.""le maL'l dwelling is being built, so long as they are in 1armorry ·wiL."'1 the main Dwelling at"1d are of good construction, kept in good repair and are not used for residential pw-poses. }\ny workshops or )t..her outbuildings shall be located to the rear of the main Dwelling. \Vorkshops or Qutbuildit"1gs may be constnlcted, erected, or placed on Lots .vith approv--al of the ACe.

(c) Ga.---ages. Every Dwelling must be designed 3...'1d constructed Vv1t.'iJ. a garage. Said ga.age must be built'for at least tvvo (2) vehicles md not more u~!1 five (5) vehicles and must be constructed \vhile the main dwelling is being built. Homes cor..stn.lcted on stilts are required to ;..ave the qround level poured in concrete equal to or greater than rh.e square footage of t.~e first floor of t.~e home. Every' dwelling constructed )n a slab foundation must be designed and constructed \vitb. a garage.

(d) Minimum Square Foot Requirements. Except as stated above, all dwellings shall have a minimum of2,000 square feet of living lIea excluding porches, a..l1d be built witt1. new construction materials. Except as fcHows, t.11ere shaH be a mlPimUill of 1,500 square feer ofliving '::rea OIl the first Door of any multi-story hDme.

(e) Roof Construction. The roof of any Dwelling shall be constructed of either composition shingles, copper, tile, slate, strui.ding ea.:m metal or other material approved by t.~e kclritectural Control Committee and according to the guidelines adopted by the Committee, prior :) construction. The 'USe of sheet metal or similar material on the roof or exterior sides of fui.y Dwelling other than as flashing is prohibited.

(f) Regulatory Compliance. \Vhen constructing any improvement or perfoD"..i.,'1g ru,-y site work, a lot owner shaH comply \.vit.~ any nd all federal, state and local regulations including, but not limited to, L1.0Se relating to stonn water POllUtiO!l control plans.

{g) ConsUllction Schedule. AJlY building, strucP..lre or improvement cO!fu"Uenced on any tract shall be completed as to exterior Th-lish nd appearance within twelve (12) months from the setting of forms of t.."!Je foundation of said building or stm.ctuTe.

Section 3.02 COIDnosite Building Site. _~--::.y Owner of one or more adjoining Lots (or portions t..'lereof) may, Y,rit.."tJ. prior 'WTItten ?proval of the Architectural Control Cow..mittee, consolidate such LOtS or portions into one buildi...'lg site, v:rl.Li1 the privilege of placing or :mstructing LtTIprOvements on such resulting composite site, in wt>ich case the side set-back lines along the COill..1TIon lot hues shall be eEwinated ::ad said set-back lines shall thereupon be measured from the resuitLl1g side property· lines r2.Lher that"1 from the center adjacent Lot lines as ldicated on the Plat. Further, any utility easements along said cormnon lot Imes sr,all be eliminated and aba.'1.doned u.pon approval of a omposite Building Site, provided such easements are not t.hen being used for utility· purposes. Any such Composite Building Site must have a ont building set-back Ene of not less t..~a."1 t..~e rrir"1imum front building set-back line of all Lots in the Sfu--ne block, 3...Tld such Composite Building ite will still be considered as individual Lots for purposes of the Ma1..."1tenance Charge set forth in Anicle VII hereof

~ction 3.03 Location of the Improvements UDOll the Lot. No building of 3.tfy kind shall be located on a.Ily Lot nearer to any side 0, rear 'opert:Y line, or nearer to any public road or \vatenvay than as may be indicated on the Plat: provided, however, as to any Lot, the Architectural ontroI Committee may waive or alter any such setback line if the iuchitectural Control COIr.mittee, in t.~e exercise of the .AIchitectural Control JITnnittee's sole discretion, deems such waiver or alteration is necessary to permit effective utilization of a Lot. Any such waiver or alteration ust be in writing and recorded In t.1.e Official Records of Brazoria COUIILy', Texas. An d'NeIE.11gs placed O!1 Prcperty· must be equipped with pric tank or other sewage disposal system meeting all applicable laws, rules, standards alld specifications of any State or local goveITilllental thority hav-1ng jurisdiction, and all such dwellings m.ust be served ,,-,ith water and electricity. The main residential stnlcttlre on any LOi:: shall ce the from of the Lor towards L.~e Street or road, LLryJess a deviation is approved in writing by t.~e A.rchitectu.:.--al Control ComJnittee. On corner ts, dwellings may face eit.I..,.er street or diagonally tovJard t1e intersection. The recorded plat will show ali building setback lines, and in the "ent of a conflict with these Rest.-ictions, said plat shall controL Tne Ir'.t1nimlli.--rl dimensions of any Lot and the building set back lines shaH be as

3

Section 2.06 Transfer of Reserves to Association. At such time as the Developer has sold al'.d conveyed fifty one (51 %) percent oft.i-:te Lots in t}!..e Subdivision, t.fJ.e Developer shall transfer m;\,ITlerspip of a11 Reserves. in the Subdivision to the Association.

(i) The Deveioper, a.."1d upon the Control Tr.ansfer Date, t..f-te Board of Directors of t.'1e _Association, shaH have the right and autllOrity· to amend 0:- modify these Rules and RegulatiorIs fOT "t.-le COII1.lll.on areas in the eve:;;.t it deems s11ch 2.menament OT modific2.tion to be in t.'"le best interest of the subdivision; <L'1d common area.

Section 2.07 :rvlaintenance Easements. There is hereby dedicated a tl<irty (30) foot "vide maintenance easement along the rear of all lots on Oa.'k"vood Shores detention pond shO\~vn on u'1e Plat.

Section 2.08 Landscape Easements. The areas designated on t..1}e Plat as Landscape Easements will be maintained by t.."h.e Developer or: after t.."he Control Transfer Date by the Association.

}\PTICLEIII

US' RESTRICTIONS

Section 3.01 Single ras.llilv ResideTltial Construction. No building shall be erected, altered, placed or pen:nitted to remain on any Lot or Building Site ot.1.er t.~an one single-family Dwelling lli."'1it ("Dwelling") per each Lot to be used solely for residential purposes. The term "dwelling" does not include single or double wide manufactured or mobile homes, or any old or used houses to be moved on t..'-le Lot. "A,s used herein, t.."h.e term "residential purposes" shall be cOilsrrued to prohibit mobile homes, trailers, modular or ffi3..!iUfactured homes, or pre-fabricated homes being placed on said Lots for u'1e use of said Lots for duplex houses, churches .. condomini<.lo.us, tQ\'.r1:'L'louses, garage apa..rtments, or apa."'"tment houses; and no Lot shall be used for business, educational or professional purposes of any kind whatsoever, nor for any cO!!huercial Of manufactlli-ing purposes. Provided, howe'ver, an O\\'Uer may maintain a ho:;ne office Lll a Dwelling Vvi.m no advertising signs or regular visits by customer or clients. No log homes shall be allowed to be constructed on any lot except on lots 128 throug,.~ 168 of Block 1. I'v1inimum square footage requirements on all lots are 2000 square feet. Except on entrance lots \vPich are Lot I Block 2, Lot 12 Block 2, Lot 176 Block 1, Lot 206 Block 1, Lot 28 Block 2, Lot 1 Block 1, Lot III Block 3, ai1.d Lot 116 Block 3 which shall be 3000 square feet. The exterior including "L'1e rear of DwellL"1gs on Entrance lots must be at least fifty percent (50%) maSOili-Y (brick, stone, or stucco). Hardy Plank is not considered to be a ::nason..ry item.

(a) GuestiServants House. One guest/se~fu"1ts house IDay be built pro'ifided it matches the same design as t.1;.e main Dwelling and said ?llestlservants house must contain a minimum of 500" square feet a.11d a maximum of not more Li1an 50% of the square Iootage of the main iwelling a..'1d be built after or while the main dwelling is being built and be approved in 'A'liting by the .A.rchitectural Control COT..rnittee (ACe) :.rior to construction.

(b) Work Shops. Workshops may be constructed on the property after OT while L.""le maL'l dwelling is being built, so long as they are in 1armony w-lL."'1 the main D-v-,relEng at""1d are of good construction, kept in good repair and are not used for residential plli-poses. }\ny workshops or )t.."her outbuildings shall be located to the rear of the main Dwelling. \Vorkshops or outbuildi.ngs rnay be constr..lcted, erected, or placed on Lots .vith approval of the ACe.

(c) Ga."C.ges. Every Dwelling must be designed a.'1d constructed wit..'h. a garage. Said ga.-age must be built'for at least tvvo (2) vehicles lrn not more U~!1 five (5) vehicles and must be constructed \vhile the main -dwelling is being built. Homes cor..structed on stilts are :required to laVe the qround level poured in concrete equal to or greater than "[hoe square footage oft.~e first floor oft.~e home. Every dwelling constructed )n a slab foundation must be designed and constructed with a garage.

(d) Minimum Square Foot Requirements. Except as slated above, all dwellings shall have a minimu.m of 2,000 square feet of living lIea excluding porches, a.l1d be built wit.1. new construction materials. Except as foHows, t.~ere shaH be a mlPimum of 1,500 square feer ofliving LI"ea OIl the lli---st floor of any multi-story hDme.

(e) Roof Construction. The roof of a..l1Y Dwelling shall be constructed of either composition shingles, copper, tile, slate, s!ati.ding ea:r:n metal or other material approved by t.':!.e kchitectural Control COIll.mittee and according to the guidelines adopted by the Committee, prior :) constrtlctlon_ The use of sheet metal or similar material on the roof or exterior sides of fui.y Dwelling other than as flashing is prohibited.

(f) Regulatory Compliance. \Vhen constru.cting any improvement or perfoIT'"'...i.c,-g ru""ly site work, a lot owner shan comply \.vit.~ any nd all federat slate and local regulations including, but not limited to, those relating to stonn water pollution control plans.

{g) ConsUllction Schedule. Any buiidi:iJg, structure or improvement CO!fu""Uenced on any tract shall be completed as to exterior fi..--lish nd appearance within twelve (12) months from the setting of forms of t.."lJe foundation of said building or stm.ctuTe.

Section 3.02 COIDnosite Buildimr Site. _i\.J.--::.y Owner of one or more adjoining Lots (or portions t..'lereof) rnav. \":\llt.."fI prior 'WTItten ?proval of the Architectural Control Cow..mittee, consolidate SITch Lots or portions mto one buildi..""lg site, v:.r1Lh the privilege of placing or :mstructing LtTIprovements on such resulting composite site, in wt>.ich case the side set-back lines along tfte common lot hues shall be eliminated J.d said set-back lines shall thereupon be measured from the resuitLl1g side property· lines T2.Lher than from the center adjacent Lot lines as ldicated on the Plat. Further~ any utility easements along said common lot lines shall be eliminated and aba.'1doned upon approval of a omposite Building Site, provided such easements are not t.hen being used for utility· purposes. Any such Composite Building Site must have a ont building set-back line of not less t...~a."'1 t..~e rrir""1imum front building set-back line of all Lots in the Sfu-ne block, a..Tld such Composite Building ite will still be considered as individual Lots for purposes of the Maintenance Charge set forth in Anicle VU hereof

~ction 3.03 Location of the hnprovements UDon the Lot. No building of 3..tfy kind shall be located on a.Tly Lot nearer to any side Or rear 'opert:Y line, or nearer to any public road or \vatenvay than as may be indicated on the Plat:_ provided" however, as to any Lot, the Architectural cmtroI Committee may waive or alter any such setback line if the iuchitectural Control Co-rr.mittee, in t.~e exercise of the .AIchitectural Control ::mlmittee's sole discretion, deems such waiver or alteration is necessary to permit effective utilization of a Lot. Any such waiver or alteration ust be in writing and recorded In t:.1.e Official Records of Brazoria County', Texas. An dwellL11gs placed on Property· must be equipped with ptic tank or other sewage disposal system meeting all applicable laws, rules, standards alld specifications of any State or local goveITilllenral thority having jurisdiction, and all such dwellings must be served ''.Iith water and electricity. The main -residential stnlCr.lre on any LOi:: shall ce the from of the Lor towards L.~e Street or road, LLryJess a deviation is approved in writing by t.~e AJ"cnitectu.:.--a1 Control ComJnittee. On corner ts, dwellings may face eit,.I-.,.er street or diagonally tov.'ard t1e intersection. The recorded plat will show all building setback lines, and in the "ent of a conflict with these Rest.-ictions, said plat shall controL Tne IY".t1nimlli.--rl dimensions of any Lot and the building set back lines shaH be as

3

follows (provided, any copilict with t.he building set back li."'les set fort..~ on L.'1e Plat shaH be controlled by t.~e Plat):

The building set back liJ.""le along the rear of each Lot shall be twenty-five (2S) feet, on all Lots, urJess otherwise shoViITI en the Plat. ;\lIlots fronting on Bastrop Bayou have a bui1ding set back line of 100 feet on the rear of the lot.

Section 3.04 Residential Foundation Requirements. All building fOlL.'1dations shall be an engineered concrete slab vlith the exception of lots frontlt""1g Bastrop Bayou in which case they may be engLTleered pier/beam construction or engineered concrete slab. Brazoria COlli."'1ty requires that the minimum finished slab elevation for an structures shall be hvo feet (2') above the finished ground level. Brazoria County also requires tP~at at""ly home(s) built \'Vithin the 100 year flood plain must be built a mirlimum of 24" above the established -nood plain. Furthennore, such other level as may be established by the City of RIchwood. and other applicable goverrLrnental authorities.

All references L"1 this Declaration to require minimum slab elevations approved by the Co:rnrnittee do nm constitute a gua.rantee by the Developer, the COIJ1...mittee or the Association that the residence ",rin be free of flood or related da:.-nage.

All foundations are reql!.ITed to be engineered and degreed by a licensed, registered engh"leer based upon appropriate soils infonnation taken from the specific Lm lrl question as TecolT'mellded by such engineer. HO"VJ"ever, at the minimuill. s011 borings and soil reports by a qualified soils engineer are requ.ired for all Lots prior to such engineer's design of t.he fOtLTldation.

Tbe residential foundation plans to be used L"1 t.1}e consnuction of t..!J.e Dwelling must be subDJ.itted to t."1.e COIfu-nlttee along with 'lhe plans and specifications for the residence as provided 1...1 Section 4.01. All fOfu"'1ciarion plans !D:u.st be signed, sealed and dated by the engi.'1eer designing said foundation plans. The COIT'!.-'1littee and/or Developer shall rely solely upon O'WnerlBuilder's engineer as to the adequacy of said foundation design when issuing architectll.t-al approval of the residence to be constrUcted. No h"1dependent evaluation of L.1.e foundation plfu--:1 is being made by t..~e Cornmittee. The COITl..mittee's sole function as to fOu!'"1.dation plans are to determine if L~e plans have been prepared by a liceIl..sea registered engineer, as evidenced by the placement of &'1 official seal on u1.e plans.

The Own.erlBuilde:r shall establish and construct Lhe residence and ga..""age slab elevation sufficient to avoid water entering into the Dwelling a.."'1d garage in the event of a heavy' rain. A special drainage structure as recoITnnended a.l1d designed by a licensed engineer or ow.1.er person on behalf of the Owner is reco:!11I!lended wherein the slab elevation is lower LlJaTI the r02.d ditches.

T.he granting of approvals of foundation pl&.--:1s a.'1d u1.e Dwelling and garage slab elevation shall in no way senle to warrant the quality Jf t.he plans a.."1d specifications andlor that DVlelli...'"1g shall be free from flood damage from rising or 'iNind driven water or t..1}e flow or the surface water from other locations v.:itbin tb~e Su.bdivision and in. no event shall the Developer, the Committee or the J\ssociation have any liability as a ~esult of the COill.Tnittee's approval or disapproval oft.~e resulting improvemem.

Section 3.05 Drivewav. Ail driveways 1.:.'1 the Su.bdivision shall be constrtlcted of concrete or asphalt, and shall be completed w1thi.7J. tvvelve (12) nonths from the setting of forms for't'1e foundation of said building or structure as indicated in Section 3.0 I. Concrete or Asphalt from street :0 the residence and a count).T approved culvert shall be installed to cross any roadside c1.""ainage ditch. All driveway culverts shaH be installed /vith the flowline level with the final grade of t..~e ditch, or as may be required by Brazoria County· or The City of Richwood. Culverts shaH be nade of concrete a.."1d shall be of a type and size acceptable to Brazoria COli...'l'J.t), or T.l1e City of Richwood. It is the responsibility of ever; ?roperty· Owner to ensure t.1-tat the cOnStnlCrlOTIo size a.'l1d placemem of any cUlvert on their property meets the guidelines and approval of 3razoria County or The City of Richwood. It is lli"1de~stood that should Brazoria COUt"lty or The Cit)' of Richwood require t..'lJe reLtloval, 'eplacement, correction, modification or repair of any culvert, it shall be 6e responsibility of the Propert}' Owner to ?ay for such work Should 3razoria Cmm_ty or The City of Richwood require Developer to remove, replace, correct, repair OT modifJ'- any culvert as a precondition to tcceptance of the subdivision roads into t.1.e COLL1J.ty· road system., Developer shall have the right to undertake such work and Propeny O'vV11er ;hall reimburse Developer for all costs ir:curred_

;ection 3.06 Use of Temporat-v StrLlctures and Sales Offices. No stru_cture of a rempoTfu--Y character wheu1.er trailer, basement, tent, shack, ;arage, barn,. or ot.'iJer outbuilding shall be maimained or used on any Lot at any time as a residence, either temporarilY or permanently; lrovided, however, u"lat Developer reserves t.'l-te exclusive right to erect, place, and maintain such facilities in OT upon any portion of L.'le ;ubdivision as in its sole discretion may be necessary or convenient while selling or constructing residences and ow.'1er improvements within the ;ubdivision. As long as a Builder purchases five or more lots in the Subdivision, said builder may maintain a model home on a Lot as a sales 'ffice. At such time as a Builder shall own less t.~a..'l two Lots~ said Builder may no longer maintain or use a model home as a sales office. v\lhile 1 the process of construcring a Dwelling, any Builder w..ay advertise the sale oftlo.at Dwelling OT, in the alternative, that he "will build to suit" y placing a sign on said Lot in accordance 1iVit.1 the size requirements in Section 3_ I 9 herein.

ection 3.07 Water SupDlv. All residential DwelIi..Tlgs in t.'llls Subdivision shall be equipped with and. serv'ed by a central fresh vlater system lStalledo operated and continuously maintained in accordance with applicable utili't).f comp&J.y and goveIT'.:...-:nental requirements, and no water fells shall be made, bored or d.-r-iHed, nor any type or kind of private system installed or used except upon approval by the Nchitectlli-al Control :o!l1...111ittee and any required governmental aut.i-}orlties. v.leHs may be d.rilled by the Developer or Association for use in \vatering corrli-non areas ad filling of lakes Or ponds in co!p~rnon areas. All Dwellings must tap into and remain cor-illected ~o the central water system for the ~bdivl_<:;ion; provided, however, wells maybe drilled by Ovvners for use in spr.nkier systems or swimming pools.

ection 3.08 Sanitar), Sewers. No outside, open or pit type toilets will be permitted. 1.'1 L.~is Subdivision. Prior to OCCUPfu"lCy, all Dwellings )[I..structed in this Subdivision must have a septic or se\li/age disposal system installed fu"1.d maintained by -w.""le Owner to comply with the :quirements of the appropriate governir::g agency or agencies_ The aerobic type septic systems are preferred. No field Ene septic systems ""riU ~ permitted in the subdivisioIl.

ection 3.09 Elecuic DriED"- Service. Prior to begi~"'1g any construction on a Lot, each Lot oW';J.er, at his expense, shall be required to install ectric service IL'1es from t..'le t:ra..J.sfonner or source of feed to the meter location on said Lot. Further, each Lot C\hrner w..ay expect to pay 2-large for connection to such electric utility service, a..11G t.'1e O'A'l1er is obligated to contact the electric utility company prOviding service to the lbdivision to deterrI1ine such charge illl.d make arrangements for the L11stallation of said electrical sen'ice lines fu--'lG connection to t.'i-:ie electrical stribution system. Owner shall also be responsible for all charges for all utility service furnished to O\':\rner's Lot. Owner should allow up to Tee (3) mOnL'1S for't.:.'1e electric utility compan:y to hl.stall said electricai utility services lines.

~ction 3.10 'V\ralls fu-:td. Fence. \Val1s <i!.--:1d fe::lces if any, must be approved prior to construction by t.."iJ.e /v-chitectural Control Co:rn....-nittee. No :tIL fence, planter or hedge in excess of six (6') feet in height shaH be erected, planted or maintained on any lot. No wall, fence, planter or :dge shall be any closer to a street than ten (10') feet back from the property line along the street. On comer lots, fences, walls, hedges or

4

follows (provided, any conflict with t.he building set back li."'les set fort..~ on L.'1e Plat shaH be controlled by t.~e Plat):

The building set back liJ.""le along the rear of each Lot shall be twenty-five (25"') feet, on all Lots, urJess otherwise shoViITI en the Plat. ;\lIlots fronting on Bastrop Bayou have a building set back line of 1 00 feet on the rear of the lot.

Section 3.04 Residential Foundation Requirements. All building fOlL.'1dations shall be an engineered concrete slab vlith the exception of lots frontlt""1g Bastrop Bayou in which case they may be engi.Tleered pier/beam construction or engineered concrete slab. Brazoria COlli."'1ty requires that the minimum finished slab elevation for an structures shall be hvo feet (2') above the finished ground level. Brazoria County also requires that at:.y home(s) built ':vithin the 100 year flood piain must be built a minimum of 24" above the established flood plain. Furthennore, such other level as may be established by the City of Richwood. and other applicable goverrLrnental authorities.

All references L"1 this Declaration to require minimum slab elevations approved by the Co:rnrnittee do nO'[ constitute a gua.rantee by the Developer, the COIJ1...mittee or the Association that the residence ",rin be free of flood or related da:.-uage.

All foundations are requ.ired to be engineered and degreed by a licensed, registered engh"leer based upon appropriate soils infonnation taken from the specific LOT in question as reco111.:l1ended by such engineer. However, at the minimum. soil borings and soil reports by a qualified soils engineer are reql!ired for all Lots prior to such engineer's design oftne fotLTldation.

Tbe residential foundation plans to be used L"1 t.1}e consnuction of t..!J.e Dwelling must be submitted to t."1.e COIfu-nittee along with 'lhe plans and specifications for the residence as provided 1...1 Section 4.01. All fOlli"'1dation plans m:u.st be signed, sealed and dated by the engi.'1eer designing said foundation plans. The COITL'1littee and/or Developer shall rely solely upon O'Wner/Builder's engineer- as to the adequacy of said foundation design when issuing architectural approval of the residence to be constructed. No l..."1Clependent evaluation of L.1.e foundation plfu--:1 is being made by t:.~e Cow,-1ll1ttee. The COTIL.1J21ttee's sole function as to fOUJ."1.dation plans are to determine if t.~e plans have been prepared by a liceIl..sea registered engineer, as evidenced by tile placement of &'1 official seal on u1.e plans.

The Own.eriBuilder shall establish and construct Ll1e residence and ga..""age slab elevation sufficient to avoid water e!ltering into the Dwelling a.."'1d garage in the event of a heavy' rain. A special drainage structure as recorrunended a.l1d designed by a licensed engineer or other person on behalf of the Owner is recommended wherein the slab elevation is lower LlJaTI the road ditches.

The granting of approvals of foundation pl&'""1s fu'1d u1.e Dwelling and garage slab elevation shall in no way senie to warrant the quality Jf t.he plans a.."1d specifications andlor that DVleULi.g shall be free from flood damage from rising or \\lind driven water or t..1}e flow or the surface ;;vater from ot..\er locations witbin t.i}e Subdivision and in. no event shall the Developer, the Committee or the l\ssocianon have any liability,- as a ~esult of the COffi..1Tittee's approVal or d.isapproval offr.te resulting improvemem.

Section 3.05 Drivewav. All driveways 1.:.'1 the Su.bdivision shall be constructed of concrete or asphalt, and shall be completed w1thi.7J. tvvelve (12) nonths from the setting of forms for t..'1e foundation of said building or structure as indicated in Section 3.01. Concrete or Asphalt from street :0 the residence and a county approved culvert shall be installed to cross any roadside c1.""ainage ditch. All driveway culverts shaH be iTIstalled Jilith the flowline levellNith the final grade of t..~e ditch, or as may be required by Brazoria County or The City of Richwood. Culverts shaH be nade of concrete a..'1d shaH be of a type and size acceptable to Brazoria COlL'l1!Y or Tl1e Cit)' of Richwood. It is the responsibility of ever] ?roperty Owner to ensure t.."i-tat the constnlcIion, size 3..11d placemem of any cUlvert on their property meets the guidelines and approval of 3razoria CoU;."'1ty or The City of Richwood. It is lli"1de~stood that should Brazoria COUt"lty or The Cit)' of Richwood require t..'lJe reLtloval, 'epiacement, correction, modification or repair of any culvert, it shall be 6e responsibility of the Propert)' Owner to ?ay for such work Should 3razoria CmLT1_ty or The City of Richwood require Developer to remove, replace, correct, repair or modi:£}-' any culvert as a precondition to tcceptance of the subdivision roads into t.1.e COlL1J.ty· road system., Developer shall have the right to undertake such work and Propeny O'vV11er ;hall reimburse Developer for all costs mcurred_

;ection 3.06 Use of Temporat:v Structures and Sales Offices. No srru_crure of a temporal)-' character wheu1.er trailer, basement, tent, shack, ;arage, barn,. or ot.'iJer outbuilding shall be maimained or used on any Lot at any rime as a residence, either temporarily or permanently: )rovided, however, that Developer reserves t.'l-te exclusive right to erect, place, and maintain such facilities in Or upon any portion of L.'le ;ubdivision as i:il its sole discretion may be necessary or convenient while selling or constructing residences and ot..'1er improvements within the ~ubdivision. As long as a Builder purchases five or more lots in the Subdivision, said builder may maintain a model home on a Lot as a sales ,ffice. At such rime as a Builder shall OwTI less t.~a..'l two Lots~ said Builder may no longer maintain or use a model home as a sales office. While J the process of construcring a Dwelling, any Builder may advertise the sale of that Dwelling OT, in the alternative, that he "will build to suit" y placing a Sign on said Lot in accordance 1iVit:.1 the size requirements in Section 3_19 herein.

ection 3.07 Water SupDly. All residential DwellLTlgs in this Subdivision shall be equipped with and. serv'ed by a central fresh ,;vater system lStalledo operated and continuously maintained in accordance with applicable utility comp&J.y and goverr .... -:nental requirements, and no water fells s1:-l.311 be made, bored or d.-riHed, nor any type or kind of private system installed or used except upon approval by the Nchitectlli-al Control :o!r .... 1111ttee and any required governmental aut."t}orlties. v.leHs may be d.rilled by the Developer Or Association for use in \vateTIng COTIli-non areas ad filling of lakes Or ponds in CO!P3TIOn areas. All Dwellings must tap into and remain cOlillected ~o the central water system for the ~bdiv1_<:;ion; provided, however, wells may be drilled by Ovvners for use in spr'.nkler systems or swi.mming pools.

ection 3.08 Sanitar), Sewers. No outside, open or pit type toilets will be permitted. 1.'1 this Subdivision. Prior to OCCUPfu"lCy, all Dwellings )P..structed in t:."'1is Subdivision must have 3. septic or sewage disposal system installed and maintained by t!""le Owner to comply wit.l:!. the :quirements of the appropriate goveInlr:.g agency or agencies_ The aerobic type septic systems are preferred. No field Ene septic systems win ~ permitted in the subdivision.

ection 3.09 Elecmc DriED"- Service. Prior to be~~""1g any construction on a Lot, each Lot oW'J:J.er, at his expense, s1-raIl be required to install ectric service Ii."'1es from t..'le transfonner or source of feed to the meter location on said Lot. Further, each Lot C\hrner w..ay expect to pay c. large for connection to such electric utility service, and t..'1e O'A'l1er is obligated to contact the electric utility company providing service to the lbdivision to determine such charge ill""1ci make arrangements for the L11sraHation of said electrical sen'ice lines fu"1G connection to t.i-:ie electricai stribution system. Owner shall also be responsible for all charges for all utility service furnished to O\':\rner's Lot. Owner should allow up to Tee (3) months for t:.'1e electric utility compan:y to l.!"1stail said electricai utility services lines.

~ction 3.10 'V\ralls fu-:td Fence. \Val1s at"ld fe:J.ces if any, must be approved prior to construction by t.."iJ.e i~.rchitectural Control COIll.!-nittee. No 3.IL rence, planter or hedge in excess of six (6') feet in height shaH be erected, planted or maintained on any lot. No '0/all, fence, planter or :dge shall be any closer to a street than ten (10') feet back from the property line along the street. On comer lots, fences, wal1s~ hedges or

4

planters shaIl not be erected, pianted or maintained any closer to a side street than ten (l0') feet back from the side Lot Line. Except as ot."1.erwise provided in tl'}is Section 3.11, no wail, fence, planter or hedge aiong side OT rear lot lines shaH be more than six (6~) feet high. Unless oilier"\,:vise approved by the Arcr.titectural Control Cow.l11ittee, fences along and. adjacent to any road or street must be cO[l...structed of 3-rail type wood boards or similar appearing syn"liJ.etic materials, ornamental iron or masonry and must be In harmony with ul.e guidelines of Lile Arcpjtectu_ral Control Committee. AJ.l other fences and walls will be constructed of ornamental iron, wood or masonry unless t..~e .A.rchitectural Control Committee approves a vana.71ce to allow such type of fence prior to its constrJ.ction .. tu1y solid privacy fence allowed shall be f!.O cioser to !.t'1e street than the rear of the Dwelling on any Lot. Fu.rtb.er~ any solid privacy fence shall not exceed six (6') feet in height. No wire or chain lin....l< fences shall be allowed. Fences shall not be constructed v.-it}1in or across any drainage casement as shown on the pIal of the subdivision. The Owner may obtain permission from the Com.'11ittee to construct a cage, kennel or dog r!.l!'1 out of chain lirJ: fence, provided any such outside pen., cage~ kennei, shelter, concrete pet pad, run, track 01 other building, strtlcture or d.evice direct:ly or ir,.ciirectly related to a.'1imals wrich can be seen., heard or smelled by anyone other than G."1e subject Lot O\Vner must be approved as to materials, size and location by the .Architectural Control Committee in its sole ZU"'1C absolute discretion. Driveway entra.."'1ces may be consu-u.cted of masonry colUtlL.'1S, ornamental iron or similar materials in harmony with tt~e Dwelling on said Lot as may be approved by the Architectural Control CO!Yl...!.l1ittee. The O\VIler of any Lot upon which t.~e Developer has constructed a fence shall be responsible for the maintena.'l1ce and repair of said fence. No fences shall be constructed on any Lot until ~i1e setting of fOTIns for the main Dwelling fOlli"1datioD.

Section 3.11 Prohibition of Offensive Activities. \Vithout expanding the pennitted lise of the Lots, no activity, whether for profit or not, shall be conducted on any Lot which is not related to single family residential pu.rposes. No noxious or offe:r::.sive activity of any sort shall be permitted -nor shall 3.:."1yiJ.-'..ing be done on a.TlY Lot, which may be or become 3...11 annoyance or a nuisance to the Subdiv~sioI!. This ;.:-estriction is v..'<lived in. regard to the customar:." sales activities required to sell homes in t.~e Subdivision and for home offices described in Section 3.01 hereof. No exterior speaker, hom, whistle, bell or other sound. deTIo·ice, except security and fire devices used exclusively for security and fire pu...--poses, &'1a11 be located_ used or placed on a Lot. \Vithout limitation, t."l-te discharge OT use of firea!111s is expressly prohibited. The Association shall l".:.ave tIle sole atid absolute discTetion to determ.i..'1e what constitutes a nuisance or annoyance. Activ~ties expressly prohibited, in.clude, without limitation, (1) the use or discharge of firea.r:ns, firecrackers or Ou'1er fireworks \\,'ithin the Subdivision, (2) the storage of 3.Irl!.llonium nitrate, flammable liquids in excess of ten gallons, or (3) other activities \'Ilhich may be offensive by· reason of odor, fu.""11es, dust, :;moke_ noise, vision, vibration or pollution, or which are hazardous by reason of excessive danger, fiTe or explosion.

Section 3.12 Swim.--ning Pool. No SwlW ... -ID.ng pool rna}' be constructed on a..?J.Y Lot W1.thout L.1.e prior wntten approval of tb.e Corrrrr...ittee. Each ipplication made to the COITll-mttee shalI be accompar.iied by tvvo sets of plans and specifications fur t.he proposed swirn..'TIing pool construction :0 be done on such Lot, including a plot pl&i snovving u"ie location and dimensions of t..he swi!ll:.u.1ng pool and alI related improvements, together ,~ith the plU:.-nbing and excavation disposal plan. The Committee's approval or disapproval of such swi.!.Thillng pool shall be made in t..'J.e same nanner as described in A..rticle IV her-eof for other building improvements. The Owner shan be responsible for all necessary temporary erosion ::oIltrol measures required <iu.'ing SWL"tIl:.."'111ng POOt construction On said Lot to insu...-re that there is no erosion into Lakes or natu..I.-a1 watenvays. 3v..w...m.ing pool drains shall be piped into L~e ditch in the front of tl'1e Lot or other approved dmirrage area. In 110 event shall sVlim.rn.i..t"lg pools be jrained or discharge water into L"i;.e Lakes. The swirrl.l.-n1ng pool drain outfall shall be terminated through a concrete pad cons~..lcted flush "With he slope of the ditch so as not to interfere with the maintenance or mO'iN1ng of "t."1.e ditch. Pools may not be erected within any utility easement md no portion of a swimming pool shall be erected in front of a Dwelling. However, pools may be erected "Within t..'1e building hne setbacks as ong as u1.e pool has no permanent structure built above pool deck

;ection 3.13 Drainage.

a) Each Owner of a Lot agrees for himself, l"..is heiTS, legal representatives~ assigns or successors-in-interest that he \vill not in any "\\lay interfere vith t.."1.e established drainage pattern over his Lot from adjoipjng or other Lots in the Subdivision, and he i.viH make adequate proY-lsions for t:.~e [rainage over his Lot (which provisions for drainage shall be included LT1 the O\:\'ller's pla.T1s and specifications submitted to the COI1l .. ,'.111ttee and hall be subject to the Committee's approval), For t..1.e plli-poses hereof "estabiishecl drainage" is defined as t.~e drainage which existed at the ime that rhe overall grading of the Subdivision, including lfu""1ciscaping of any Lot in the Subdivisiorr, \vas completed by Developer.

b) Each CTy.mer (including Builders), unless othervvise approved by t.fJ.e Committee, must fi...""lish Llle grade of the Lot so as to eStablish good Tainage from the rear of the Lot to the front street or from the building site to the from and rear of the Lot as dictated. by existing d..r--a.l..."'1age .itches, swales and Lakes constructed by Developer OT Utility' Districts for drainage pu..rposes. No pockets or lOW areas may be left on the Lot whether dirt or concrete) where v,rater will sLand follmving a rain OT du..ring vvatering. Wi-G.'} the approval of the COl11...-rninee, an. Ovlner may stablish a..Tl alternate Gainage pi&'1 for low areas by LJ.stalling underground pipe and area inlets OT by installing a...n open concrete trough with rea inlets, however, the cL.-ainage plan for such aiternate drainage must be submitted to and approved. by the Com..rnittee prior to t.l}e onstruction thereof-

~) The Subdivision has been designed and cop...structed utiliz1..ng surface drainage in the fonn of ditches and swales and, to the eXtent these rainage ditches and swales are located 1.:.""1 front, side or rear Lot easements, the Owners shall not regrade Or consrruct any improvements or ther obstruction on the Lot which adversely affects the designed drainage flow. The Ovvner shaH be responsible fOT TetlLrning any drainage .vale disrurbed during consLrtlction or thereafter to its original line and grade, and t..'1e O"IJ.rner s.."hall be respop.sible for maintaini..~g the drainage itches OT swales appurtenant to said Owner's Lot in their original condition during the term of his oW'Ilership.

I) The Property· Owners _Association or its assigns may enter onto property owners drainage swales or easements on side or rear property lines om time to time to maintain such drainage swales or easements as far removL."'1g silt andior fe-grading to improve roadside cL.u:iJ.i.age or to -event damage to road system at The Property· Owners Association's expense.

::ction 3.14 Excavation. Tne digging or dirt or the removal of any din from any Lot is expressly prohibited except as may be necessa:.-y in mjul1ction wi.th ponds, t'1e landscaping of or construction of improvements on such Lot.

:::ction 3.15 Removal of Trees_ Trash and Care of Lots during Cons-u-uction of Residence

) .All Owners, dl..l.i"illg t.heir respective const..--uction of a residence, are required to remove and haul from t..~e Lot all tree stumps, trees, Ii...rn.bs, at"'1ches~ underbrush and all other rrash or rubbish cleared from the Lot for constnlction oftne residence, construction of other L'1lprOVements ld la:.i.dscaping_ No materials Dr trash hauled from the Lot may be placed elsewhere in the Subdivision or on land owned by Developer whether :Joicing the Subdivision or not. Bu...rning on the lots shall be permitted by peIITlit only and as long as it does not violate any govem.TI1ental :rules regulations.

5

planters shaIl not be erected, planted or maintained any closer to a side street than ten (l0') feet back from the side Lot Line. Except as ot.~erw1se provided in tl'}is Section 3.11, no wail, fence, planter or hedge aiong side 0, reaT lot lines shaH be mOTe than six (6~) feet high. Unless other,,\,:vlse approved by the .A.rcrIitectural Control Cow.mittee, fences along and adjacent to any road or street must be constructed of 3-rail type wood boards or similar appearing syntiJ.etlc materials, ornamental iron or masonry and must be in harmony with ul.e guidelines of Lile A.rcpjtect'ural COlltrol Committee. AJI other fences and \valls will be constructed of ornamental iron, wood or masonry unless t..1-J.e .A.rchirectural Control Co:.:nmittee approves a vana.71ce to allow such type of fence prior to its constrJ.ction .. tu1y solid privacy fence allowed shall be f!.O doser to !.t'1e street than the rear of the Dwelling on any LOL Furtb.er~ any solid privacy fence shall not exceed six (6') feet in heig.l-tt. No wire or chain E!1J: fences shall be allowed. Fences shall not be constructed vlit}1in or across any drainage casement as shown on the pIal of the subdivision. The Owner may obtain permission from the Com.."'11ittee to construct a cage, kennel or dog nl.!'1 out of c:b..ain link fence, provided any such outside pen, cage~ kennei, shelter, concrete pet pad, run, track OT other building, strtlcru.re or d.evice direcIiy or indirectly related to a.'1imals which can be seen., heard or smelled by anyone other tr.an G.~e subject Lot O""ner must be approved as to materials, size and location by the .Architectural Control Committee in its sole zu"'1d absolute discretioTI. Drivewayent:ra.'1ces may be constru.cted of masonry coltL.1L.'1S, om2mental iron or siillilar materials in harmony with tr'le Dwelling on said Lot as may be approved by the Architectural Control CO!Yl.....!.l1ittee. The O\Vrler of any Lot upon which t.~e Developer has constructed a fence shall be responsible for the maintena.'l1ce and repair of said fence. No fences shall be constructed on any Lot until the setting of fOTIns for the main Dwelling fOlli"1datioD.

Section 3.11 Prohibition of Offensive Activities. \Vithout expanding the permitted lise of the Lotso no activity, whether for profit or not, shall be conducted on any Lot which is !lOt related to single family residential pu._rposes. No noxious or offe:r::.sive activity of any sort shall be permitted nor shall &"1yilling be done on 2...T1Y Lot, \:v·hicn. may be or become a.ll. annoyance or a nuisance to the Subdi\l;sio!!. This restriction is viaived in.regard to the customary sales activities required to sell homes in t.~e Subdivision and for home offices described in Section 3.01 hereof. No exterior speaker, hom, whistle, bell or other sound deT,·iceo except security and fire devices used exclusively for security and fire pu...-poses, &'1a11 be located, used or placed on a Lot. \Vithout limitation, t.'l-te discharge OT use of firea!111S is expreSSly prohibited. The Association shall l".:.ave tIle sole atid absolute disc:retion to determ.i.."}e what constitutes a nuisance or aILlloyance. Act1v~ties expressly prohibited, include, without limitation, (1) the use or discharge of firea.rms, firecrackers or Ou'1e:r fireworks \\,'ithin the Subdivision, (2) the storage of 3.ITl.lTIonium nitrate, flammable liquids in excess of ten gallons, or (3) other activities \vhich may be offensive by- reason of odor, fu.:'11es, dust, :;moke. noise, vision, 'Vibration or pollution, or which are hazardous by reason of excessive danger, fire or explosion.

Section 3.12 S\\.rim.-ning Pool. No swiw ..... -uing pool rna}' be constructed on furyy Lot without u1.e prior written approval oft.h.e Corrrrrittee. Each ipplication IT.l3de to the Corr.uTI.ittee shan be accomp3..r.iied by t'iiVO sets of plans and specifications fur t.he proposed swim....'TIing pool construction :0 be done on such Lot, including a plot pl&i shovving u"ie location and dimensions oft..he swi!ll:.-rung pool and all. related improvements., together ,:villi the plu:'lloing and excavation disposal plan. The Committee's approval or disapproval of such swi.!.Th'Illng pool shall be made in 't..'J.e same nanner as described in A..rticle IV hereof for other building improvements. The Owner sh..all be responsible for all necessaI)t temporary erosion ::ontrol measures required du.'ing SWLTIl:....-mng pool constn!ction On said Lot to L..1sure that u1.ere is no erosion into Lakes or natli..t-al waten:vays. 3v..w...ming pool drains shall be piped into the ditch in the front of the Lot or other approved dmlrrage area. In no event shall sVlir.n.rnitlg pools be jrained or discharge water into t.>:'e Lakes. The swirr.u-rung pool drain outfall shall be terminated t...1trough a concrete pad cons~..lcted flush 'With he slope of the ditch so as not to interfere with the maintenance or mO'iN1ng of't.1.e ditch. Pools may not be erected within any utility easement md no portion of a swimming pool shall be erected in front of a Dwelling. However, pools may be erected 'Within t..'1e building line setbacks as ong as the pool has no permanent Stnlcture built above pool deck.

;ection 3.13 Drainage.

a; Each Owner of a Lot agrees for himself, l'..is heirs, legal representatives~ asSigns or successors-in-interest that he \vill not in any '\\lay interfere vith t..1.e established drainage pattern over his Lot from adjoiping or other Lots in the Subdivision, and he \viH make adequate provisions for t:.~e [ramage over his Lot (which provisions for drainage shall be included LT1 the O\'.'1ler's pla.T1s and specifications submitted to the COlll.llilttee and hall be subject to the Committee's approval), For t..1.e plli-poses hereof "estabiishecl drainage" is defined as t.~e drainage which existed at the ime that rhe overall grading of the Subdivision, including lfu"1ciscaping of any Lot in the Subdivision, \vas completed by Developer.

b) Each O}mer (including Builders), unless othervvise approved by Li-}e Committee, must fi...'1ish the grade of the Lot so as to esrablish good .rainage from t..'lJ.e rear of the Lot to the front street or from the building site to the from and rear of the Lot as dictated by existing d..TSi..~age itches, swales and Lakes constructed by Developer OT UtiLity Districts for drainage pu..rposes. No pockets or lOW areas may be left on the Lot whether dirt or concrete) where v,rater will stand follo>.Ving a rain or du.ring watering. Vlit.'1 the approval of the Com.."TIittee, an OvlTIer IT"2Y stablish all alternate Galnage piat"} for low areas by LJ.smllL'lg underground pipe and area inlets OT by installing an open concrete trough with rea inlets, however, the drainage plan for such aiternate drainage must be submitted to and approved. by tt-,e Com..rnittee prior to the onstruction thereof.

~) The Subdivision has been designed and constructed utiliz1-<'lg surface d...--ainage in the fonn of ditches and swales and, to the exrem these rainage ditches and swales are located 1:.1 front, side or rear Lot easements, the Owners shall not regrade Or conSmlct any improvements or ther obstruction on the Lot which adverSely affects the designed drainage flow. The Ovvner shall be :responsible fOT reULrning any drainage .vale disrurbed during construction or thereafter to its. original line and grade, and t..'1e O\\rner shall be respOIlsible for maintaini..~g the drainage itches o:r swales appurtenant to said Owner's Lot in their original condition during the term of his oW'Ilership.

I) The Property· Owners _Association or its assigns may e.nter onto property Owners drainage swales or easements on side or rear property lines om time to time to maintain such drai..j,age swales or easements as far remOVL'lg silt andlor fe-grading to Improve roadside cL.ainage or to -event damage to road sy-stem at The Property· Owners Association's expense.

::ction 3.14 Excavation. Tne ciiggiTIg of dirt or the removal of any din from any Lot is expressly prohibited except as may be necessa:.-y in mjul1ction with ponds, t.'1e landscaping of or construction of improvements on such Lot

:::ction 3.15 Removal of Trees_ Trash and Care of Lots during Consw.uction of Residence

) P,Jl Owners, dl..lTillg t.heir respective const..-uction of a residence, are required to remove and haul from t..~e Lot all tree stumps, trees, li.rnbs, al1.ches~ underbrush and all other trash or rubbish cleared from the Lot for constnlction of the :residence, construction of other L'1lprOVements la la:.idscaping_ No materials or trash hauled from the Lot may be placed elsewhere in the Subdivision or on land owned by Developer whether ~oL.-ung the Subdivision or not. Bu...rning on 'l'1e lots shaH be permitted by pewit oniy· and as long as it does not violate any govem..TI1ental rules regulations.

5

(b) All O'INners, d.uring their respective construction of a residence, are required to continu.ously keep the Lot in a reasonably clean. and orga.qized condition .. Papers, nlbbish, trash, scrap, fu'"1d unusable building materials are to be kept picked up and h.auled from the Lot .. Other usable building materials are to be kept stacked and. organized in a reasonable manner upon the Lot ..

(c) No Lrash, materials, or dirt is allowed in the street or street ditches .. All Owners shall keep street and street ditches free from trash, materials, and dirt .. -,~ .. ny such trash, materials, or excess dirt or fill inadvertently spillh"'1g or getting into t..."l-J..e street or street ditch shall be removed, v"ithout delay, not less frequently than daily ..

(d) No Owner or Contractor may enter ontO a lot adjacent to the Lot upon which he is building for pu...rposes of ingress and egress to his Lot before., du....-r:ing or after construction unless such adjacent Lot is also oVvned by such Ovmer, and all such adjacent Lots shaH be kepr free of any trees, li....l1derbrusho trash, rubbish andlor any other building or waste materials before, ciuri....'I1g or afte:< construction of building improvements by the O'A'!1er of an adjacent Lot ..

(e) All Builders, OwTIers and their Contractors shaH be responsible for any damage caused to the Toads, roadside ditches and easements during t...he construction or improvements on a Lot.. FU!--IDe:r, any Builder or Contractor shall be required to deliver to L1..e Association a minimU:.."Tl damage deposit of $1,000 .. 00 or such reasonable ru'TIOtL.."1t as may be determined by the .A..rchitectu...-al Control Com.rnittee prior to begiTh"11ng construction of any Th.:velling or other building. This damage deposit shall be returned to the Builder or Contractor upon completion of said Dwelling or other building provided the Association deteJ1Yljnes t.IJat no damage to the roads, ditches or easements was caused by said Builder or Contractor.. This includes damages caused by concrete washouts which occur outside aUL'1orized areas .. Further. any Owner, Builder, or Contractor shall supply and maintain a portable toilet fu"'"1d trash bins for construction trash during the construction of a Dwelling L..'1 the Subdivision .. All Builders, Owners a:.'1d their Contractors shall be responsible for keeping the construction site free of debris a.71d trash, and a concrete cle3..t"1.. out area must be provided by the builder.. Concrete clean Ollt in roadside ditches is prohibited ..

Section 3 .. 16 InsDectiop.....s. A rrinimlliu Fee of $225 or a :reasonable amount to be detennL..'"'"1ed by the COITl......:..-nittee, must be paid to the COIlli-nittee at such tLTTI..e as application for architectural approval is znade to the COITl....mittee, w~ .. !ich fee shall be used for an independent inspection and to defray the expense for before and after building inspections .. In the event construction requirements are incomplete oz- rejected at t.l:te time of inspection and it becomes necessary to have additional buildL.."'1g inspections, a fee, i1l an amount to be determined by the COffii'nlttee, must be paid to the Committee prior to each building inspection ..

Section 3 .. 17 Garbage a11d Trash Disposal .. Garbage and trash or other refuse accumulated in t..1lis Subdivision shall not be peffiljtted to be du...'1lped at any place upon adjoiLling land where a nuisance to any residence of this Subdivision is or may be created. No Lot shan be used or maintained as a dlh'11ping ground for rubbish or landfilL Trash, garbage or other waste shall not be allowed to acclli-nulate, shall be kept in Sanitfu)' containers and shall be disposed of regularly .. All equipmem for the storage or disposal of such material shall be kept in a dean and sanita...ry condition ..

Section 3 .. 18 JUIlked Motor Vehicles Prohibited .. 0:"0 Lot shall be used as a depository for aba.Tlconed or jl!..t'"'"1.....k..ed motor vehicles .. }\n abandoned Jr junked motoT vehicle is one ·\A.r:rt.lJ..out a current, valid state vehicle inspection sucker and license plate .. No ju.lk of any kind or character, or :lilapidated strllcture or building of any kind or character, shall be kept on any Lot .. No accessories, parts or objects used wit..'IJ.. cars_ boats, buses_ rucks, trailers, house trailers or the Eke, shall he kept on any Lot other u1.a..'1. in a garage or other SlrLlctilIe approved by the }\Tchitecrural Control :orrA .. "Tlittee ..

)ectioI!. 3 .. 19 Signs .. Except as aut.':!orlZed herein a...'1d i.."! Section 3 .. 06, no signs, advertisement, billboard or advertising structure or any kind may )e erected or maintaiLied on any Lot wit..hout tb.e consent in ~'Tiring of t..'he _A..rchitecm..raI Control COITh"111ttee, except (i) one (1) professionally nade sign not more tha!l thirty-six LTlches by t.h.irty-six inches (36" x 36") square advertising an Owner's Dwelling for sale OT rent, may be Jlaced on such improved Lot and (ii) one (I) sign not mOTe ilia-"} t.hirty-six inches by thirty-six inches (36" x 36") square advertising the builders )f the Owner's dwelling may be placed on such Lot during u'1e construction period of such residence from the forming of t."lJe foundation until ;ompletion not to exceed a twelve (12) month period .. Political signs for a political cfu!didare or ballot item for election, as set forth ini:he Texas )roperty Code §202 .. 009, may be displayed on a Lot but can only be displayed on or after the 90th day before the date of the election to which he sign relates and must be removed 11 days after the election .. The sign must be ground mounted, 2'x 3' in size and a Lot Owner lTlay oniy lisplay one sign for each cfu"1didate or ballot item .. Other t..~an as permitted in t"ll'!S Section and in Section 3 .. 06 hereof no signs shall be pennitted >n unimproved Lots .. Developer or any member of such Committee shall have the rig.ht to remove an)-' such sign, advertisement or billboard or :truct'...lre which is placed on any Lot in violation of t..~ese restrictions, a.Tld in doing so, shall not be liable, and are hereby expressly relieved rom, 2..ny liabilit)r rOT trespass or other tort in connection t.1}ere""ith, or arising from such removal.. \);/16 the consent in writing of the Developer )r the F.......l-chitectIlral Control Co!p...mittee, a Builder, as indicated in Section 3 .. 06, may erect one (1) professionally made sign larger t..~an stated .bove for advertising t..1..e Model Home ..

;ection 3..20 Livestock and AnLTllals .. Except as herein provided, no fu-ll.:..-nals, livestock or poultry .. of ac"ly kind shall be raised, bred or kept on ny Lot in the Subdi'irision .. On lots consisting of 2..5 acres <L""ld larger, 1 horse per acre would be aHov;..red.. Dogs, cats and other corrunon ousehold pets may be kept on a..."1y Lot Fu:r""iller, no fu'"1imal shall be allowed or permitted on any ponioD of the Subdivision except the property f the owner unless t..he sa...-ne shan be ll.'1der control of the O-vvner or another person by leash, rope, chain, or other restraining device, p:rovided owever that no a..111mal shall be allowed on fui..y property .. WIL'10ut permission of the Owner. No animals shall be kepI on any Lot Q'l1til the setting f forms of t.i1e main Dwelling fOllildation .. No a.."1i.rr....als shall be allowed to run loose in the Subdivision.. A ... nimals may r:ot be kept.. bred or l2..intained for cOITI..mercial purposes and must not become a nuisance or threat to oL..>-ter Ov...rners ..

ection 3..2 I Mineral Develomnent. No com..rnercial oil drilling, oil development operations, oil :refining, qua...rrying or mining operation of any ina sb-'!ll be peTrrljrted upon or in any Lot, nor shall any wells, tanks, tup.nels, mineral excavation, or shafts be permitted upon or i...'1 any Lot, ad, no derrick or ot...'1er strL!..crures designed for the use of boring for oil or natural gas shall be e~ected, maintained or permitted upon any Lot ther t..~an designated <t..-ill site areas as shown on t..he plat..

ectlon 3..22 Lot MainteIl&'"'"1ce.. Maintenance of Grass, Hedges and Plants--Each OVifJ1er shall be responsible for and shall maintaL..l all mdscaping grass, driveways. parking areas, struc'P..rres and grOlliids located on each Lot in good condition and repair and in a neat and :tractlve TIlant"1er.. The Association shall have the right to enter upon any part of t..~e Lot in order to cut, trim. prune or replace, at t..1..e expense of te O'iVIler, any g,..-assed area, hedge or other planting which in the opinion of the Assiciation or the ACe, by reason of its location upon the Lot :- the height to w:b...ich it is permitted to grmv, is uiueasonably det..rimental to the adjoh-ring properl'; or obscures the view of street traffic or is 1attractive in appearance, provided, however, t..'lat the owner shall be given fiftee::l (15) days prior written notice of s11ch action ... A...!-""tlfical egetation, Exterior Sculptures and Si;:nilar Items - No artificial vegetation, exterior scuplture, fountains, flags or similar items shall be mnitted on any Lm without the prior written approveal of the ACe .. All Lots, at OV\:ner's sole cost and expense, shan be kept at all times in a ~at, attractive, healthful and san.itary condition, and the O'Jllner or occupant of a Lot shall keep all weeds aIld grass thereon (outside of na-rural

6

(0) All Owners, d.uring their respective construction of a residence, are required to continuously keep 4"1.e Lot in a reasonably clean and orga.qized condition .. Papers, rubbish, trash, scrap, fu'"1d unusable building materials aTe to be kept picked up and h.auled from the Lot .. Other usable building materials are to be kept stacked and organized in a reasonable manner upon the Lot ..

(c) No trash, materials, or dirt is allowed in tfte street or street ditches .. All Owners shall keep street and street ditches free from trash, materials, and dirt .. -,~ .. ny such traS!L materials, or excess dirt or fill inadvertently spillh"'1g or getting into t..."l-J..e street or street ditch shall be removed, v"ithout delay, not less frequently L~an daily ..

Cd) No Owner or Contractor may enter ontO a lot adjacent to the Lot upon which he is building for pu...rposes of ingress and egress to his Lot before., du....-r:ing or after construction unless such adjacent Lot is also oVvned by such Ov"l1er, and all such adjacent Lots shaIl be kepr free of any trees, li....l1derbrusho trash, rubbish and/or any other building or waste materials before, ciuri....'I1g or after construction of building improvements by the O'A'!1er of an adjacent Lot ..

(e) All Builders, Owners and their Contractors shaH be responsible for any damage caused to the Toads, roadside ditches and easements during t...he construction of Improvements on a Lot.. FU!..--IDer, any Builder or Contractor shall be required to deliver to L'1e Association a minimU:.."Tl damage deposit of $1,000 .. 00 or such reasonable ili"TIOtL.."1t as may be determined by the .A..rchitectili-al Control Co.m.rnittee prior to begiTh"11ng construction of allY Th.:velling or other building. 1:.'11s damage deposit shall be returnee! to the Builder or Contractor upon completion of said Dwelling or other building provided the Association deteJ1Yljnes t.IJat no damage to the roads, ditches or easements was caused by said Builder or Contractor.. This includes damages causcd by concrete washouts which occur outside autllOTIZed areas .. Further. any Owner, Builder, or Contractor shall supply and maintain a portable toilet fu"'"1d trash bins for constrllction trash during the construction of a Dwelling L..'1 the Subdivision .. All Builders, Owners a:.'1d their Contractors shall be responsible for keeping the construction site free of debris a.'ld trash, and a concrete cle3..t"1.. out area must be provided by the builder.. Concrete clean Ollt in roadside ditches is prohibited ..

Section 3 .. 16 InsDectiop......s. A rrinimu..:..""TI Fee of $225 or a :reasonable amount to be detennL'"'"1ed by the COI1l!-nittee, must be paid to the COIlli-nittee at such ""t..<..IDe as application for architectural approval is znade to the COITl....mittee, which fee shall be used for an independent inspection and to defray the expense for before and after building inspections .. In the event construction requirements are incomplete or rejected at t.l:te time of irlspection and it becomes necessary to have additional buildL.."'1g inspections, a fee, h'1 an amount to be determined by the COIlli-nittee, must be paid to the Committee prior to each building inspection ..

Section 3 .. 17 Garbage fu'1d Trash Disposal .. Garbage and trash or other refuse accumulated in t..1lls Subdivision shall not be peITIljtted to be du...rnped at any place upon adjoilling land where a nuisance to any residence of this Subdivision is or may be created. No Lot shan be used or maintained as a ulli'11ping ground for rubbish or landfilL Trash, garbage or other waste shall not be allowed to acclli-nulate, shall be kept in Sanitfu)' containers and shall be disposed of regularly .. All equipmem for the storage or disposal of such material shall be kept in a dean and sanita...ry condition ..

Section 3 .. 18 JUIlked Motor Ve:bicles Prohibited .. 0:"0 Lot shall be used as a depository for aba.Tlconed or ju...'"'"1.....k..ed motor vehicles .. i\n abandoned Jr jl..'.liked motoT vehicle is one "\A.r:rt...1J..out a current, valid state vehicle inspection sucker and license plate .. No ju.lk of any kind or character, or :lilapidated strllcture or building of any kind or character, shall be kept on any Lot .. No accessories, parts or objects used wit..~ cars_ boats, buses_ ':rucks, trailers, house trailers or the Eke, shall he kept on any Lot other u1.a..'1. in a garage or other strLlctuIe approved by the }\rchitecrurnl Control :OIT'll"Tlittee ..

)ection 3 .. 19 Siws .. Except as aut.':!orlZed herein a...'1d i..J.. Section 3 .. 06, no signs, advertisement, billboard or advertising structure or any kind may )e erec""t:ed or maintaiLied on any Lot wlt..nout t..1.e consent in ~'Tiring of t...'he _A..rchitecm..raI Control COITh"111ttee, except (i) one (1) professionally nade sign not more than thirty-six LTlches by t...h.irty-six inches (36" x 36") square advertising an Owner's Dwelling for sale or rent, may be Jlaced on such improved Lot and Cii) one (1) sign not mOTe tha-"1 t.hirty-six inches by thi::-ty-six inches (36" x 36") square advertising the builders )f the Owner's dwelling may be placed on such Lot during u'1e construction period of such residence from the forming of t."!Je foundation until :ompietion not to exceed a twelve (12) month period .. Political signs for a political cfu!diciare or ballot item for election, as set forth ini:he Texas )roperty Code §202 .. 009, may be displayed on a Lot but can only be displayed 0!1 Or after the 90th day before the date of the election to which he sign relates and must be removed 11 days after the election .. The sign must be ground mounted, 2'x 3' in size and a Lot Owner lTlay oniy lisplay one sign for each cal'1didate or ballot item .. Other t..~an as permitted in t"l;.is Section and in Section 3 .. 06 hereof no signs shall be permitted >n unimproved Lots .. Developer or any member of sllch Cornmittee shall have the rig.ht to remove any" such sign, advertisement or billboard or :tructure which is placed on any Lot in violation of t..~ese restrictions, a.Tld in doing so, shall not be liable, and are hereby expressly relieved rom, cn)' liability" for trespass or other tort in connection t.1}erewith, or arising from such removal.. \);/16 the consent in writing of the Developer )T the A....-chitectIlral Control Corr,mittee, a Builder, as indicated in Section 3 .. 06, may erect one (1) professionally made sign larger t..~an stated hove for advertising tile Model Home ..

;ection 3..20 Livestock and AnLTllals.. Except as herein provided, no fuTh"TIals, livestock or poultry .. of ac"1Y kind shall be raised, bred or kept on ny Lot in the Subdi'irision .. On lots consisting of 2..5 acres <L""1d larger, 1 horse per acre would be aHov;..red.. Dogs, cats and other com...'11on .ousehold pets may be kept on a..."1y Lot Fu.:riller, no a.\'1imal shall be allowed or permitted on any ponioD of the Subdivision except the property f the owner unless Lhe sa...-ne shan be ll.'1der control of the O-vvner or a.."1oilier person by leash, rope, chain, or other restraining device, provided owever that no a..111ma1 shall be allowed on fui..y property .. wIL'10ut permission of the Owner. No animals shall be kepr on any Lot until the setting f forms of 6e main Dwelling fOlliidaticn .. No a,..""'i...rnals shall be allowed to rll.1'1 loose in the Subdivision.. A ... J.."1imals may r:ot be kept.. bred or 13intained for commercial purposes and must not become a nuisance or threat to OL..'-ter Ov...rners ..

ection 3..2 I Milleral Develomnent. No corrnnercial oil drilling, oil development operations, oil renning, qua.."'T)'ing or mining operation of any ina shall be pennirted upon or in aTlY Lot, nor shall any wells, tanks, tup....nels, mineral excavation, or shafts be permitted upon or i...'1 any Lot, ad, no derrick or otilt!'" str1lctures designed.. for the use of boring for oil or natural gas shall be e~ected, maintained or permitted upon any Lot ther t..~an designated <t.. .... m site areas as shown on the plat

eC!lon 3 .. 22 Lot MainteIl&'"'"1ce.. Maintenance of Grass, Hedges 2!id Plants--Each OVifJ1e:r shall be responsible for and shall maintaL..l all mdscaping grass, driveways. parking areas, structures and grolli"1ds located on each Lot in good condition and repair and in a neat and :tractlve TIlant-:.er.. The Association shall have the right to enter upon any part of t..~e Lot in order to cut, trim. prune or replace, at t.1..e expense of te O'iV!ler, any g.,..-assed area., hedge or other planting which in the opinion of the Assiciation or the ACe, by reason of its location upon the Lot "" the height to which it is permitted to grmv, is u1ueasonably det..rimental to the adjoiIfu!.g propert'; or obscures the view of street traffic or is 1attract1ve 1I"1 appearance, provided, however, t.."lat the owner shall be given fiftee::l (15) days prior written notice of such action ... Au-tlfical egetation, Exterior Sculptures and Si;:nilar Items - No artificial vegetation, exterior scuplt'...1Te, fountains, flags or similar items shall be mnitted 011 any Lm without the prior wntien approveal of the ACe .. All Lots, at OV\:ner's sole cost and expense, shan be kept at all times in a ~at, attractive, healthful and san.itary condition, and the O'Jllner or occupant of a Lot shall keep all weeds a1ld grass thereon (outside of nattrral

6

vegetation areas) cut to a heig..~t of 24" or less and shall in no event use any Lot for storage of materials or equipment except for normal residential requirements or incident IO Construction of improvements u'1ereon as herein permitted, or permit the accumulation of garbage, trash or rubbish of any kind thereon, a.TlC. shaH not bl.l!.-r:!. any garbage, trash or rubbish. Provided, however, the bumil1g of u!'"1derbrush and trees during Lot clearing shall be permitted 'With the proper permits and \"TItten approval of the Association. All yard equipment or storage piles shall be kept screened by 3. service yard or oLl1er similar facj1jty as herein otherwise provided, so as to conceal them from view of neighboring Lots. st..-eet.'> or other properrj. Su.ch maintenance includes, bu.t is not limited to the following:

a. Prompt removal of all Etter, trash, refuse, and waste.

b. Lawn mo·wing (outside of the natural vegetation areas).

c. Tree and shrub pruning (outside of the navJIal vegetation areas).

d. Keephlg exterior 1iZ~hting and mechanical facilities in working order.

e. Keepi..llg lawTI and garden areas alive, free of weeds. a.1}d attractive.

f. Keeping parn"'lg areas, wal10Nays and driveways in good repair.

g. Complyi..l1g \'""rit.'h. all govern_ment health and polic~y requirements.

h. RepaB.l.ting of improvemems.

1. Repair of exterior damage to improvements.

In w.'le event of the failure of Owl1er to comply with the above requirements after ten (10) days l.Xmtten notice 6ereof, t:.~e Association or their designated agents may, in addition to any and all remedies, eiLher at law Or in equity·, available for the enforcement of these restrictions, iNithout liability- to t.t:te Owner, Builder or any occupants of the Lot in trespass or ot.~ervljlse, enter upon (andlor authorize one or more others to enter upon) said Lot; to Cllt, or cause to be cut, such weeds and. grass and remove, or cause m be removed, such garbage, trash and rubbish or do any other t.)iJ.""lg necessary to secure compliance wiL1-J. this Declaration, so as to place said Lot in a neat. attractive~ healt..'1ful and sanitacv' condirion, and may charge the O-vVTIer, Builder or occupant of such Lot for the cost of such work and associated materials, plus a fee of$25.00 pe:r month for each i.nstance. Payment thereof shall be collected as an additional Maintenfu"1Ce Charge and shall be payable Oil the first day of the next calendar month.

Section 3.23 ExteriOT Maintenauce of Building. In u~e event the owner of any building in t.'1.e Subdivision should allow such building to fall into disrepair fui.d become in need of paint, repair or restoration of ar:.1 nature and become unattractive and not in keeping with the neighborhood, the Association and/or t..i-:l.e Developer \:vill gl>..'e such O'\Alner written notice of such conditions. Fifteen (15) days after notice of such condition to ovvner, and failure of owner IO begin and continue at a diligent, reasonable rate of progress to correct such condition, the Association and/or the Deveioper in addition to any and all remedies, either at law or in equity, available for the enforcement of these Restrictions, may at its sole discretion emer upon said premises, \viLh.out liability to Owner. to do or cause to be done any work necessa..-y to correct said situation. The o'V'mer t.i-Iereof sl'.caH be billed for cost of necessary repairs, plus ten (l0%) percent. All monies so Q\ved the Association will be an additional Maintenance Charge and shall be payable on the first day oftl:.e next calendar month.

Section 3.24 Miscellaneous Use Restrictions. Wit-hour li:-niting t..he foregoing, the following restrictions shaH apply to all Lots:

(1) No boat, jet-ski. aircraft., travel trailer, moto!" home, camper body or similar vehicle or equipment may be parked for storage in the front of any Dvvelling or parked on any street in the Subdivisio:1. All boats parked or stored. lL""lder a Dwelling must at all times also be stored on a trailer. No such vehicle or equipment shaH be used as a residence eit.h.er temporarily or permanently. This restriction shall not apply to any vehicie, machinery aT equipment temporarily parked lliid in use for the construction., maintena.:.lce or repair of a Dwelling in the Subdivision.

(ii) Trucks \Vith tonnage in excess of one a.1J.d one-half tons shall not be permitted to paIk ovemig,.~t within t.1.e Subdivision except t."1ose used by :1. builder durillg the construction of i..llprovements in t.~e Subdivision. No vehicle shall be pennitted to park overnight on any street wiThin the Subdivision except for those vehicles used by a builder during t.~e cor...struction of improvements On Lots or Cornmon .A.reas in t..he Subdivision.

:iii) No vehicle willeh transpor+...s TIfu-:mnable or explosive cargo commercially may be kept in the Subdivision at a."1Y time.

:iv) No vehicles or similar equipment shall be parked or staTed in an area visible from any Street except passenger automobiles, passenger vans, notorcyc1es &"1d pick-up trucks that are in operating condition and have Clli-re:lt license plates and inspection stickers and are in daily lise as notor vehicles on the streets and r,ighways of the State of Texas, and all such vehicles shall be parked in. a dr.-iveway or garage a.lld may not be )ar~--d in a yard.

;ection 3.25 View, Obstmctio:tS and Privacv. In order to promote t.'1e aesthetic quality of "view" within the Subdivision., t.he Committee shall lave the right to reviev.,r and approve cny item or structure placed on a Lot including, but not Err.ited to the foHowing:

a. The probable view from second story windows and balconies and decks (particularly where there is potential invasion of privacy to an adjoini..Tlg neig.hbor):

b. Sunlight obstructions;

c. Rooftop solar collecLOrs~

d. Flagpoles, flags, peDJ.-:l.a...'1ts, ribbons, streamers, -wind sock fu'1d weather vanes;

e. Exterior storage sheds, propa,.'1e tan..i(s (which shall be screened from viev,' by sb..rubs 01' plants), and other outbuildings;

f Fire and burglar alarms which emit lights a..""1d sOlli"1ds;

g. Childre:i1's playground OT recreational equipment;

7

vegetation areas) cut to a heig..~t of 24" or less and shall in no event use any Lot for storage of materials or equipment except for normal residential requirements or incident IO Construction of improvements u'1ereon as herein permitted, or permit the accumulation of garbage, trash or rubbish of any kind tb~ereO'n, a.Tld shall not bli!J:l~ any garbage, trash or rubbish. Provided, however, the bumi..l1g of lli"1derbrush and trees during Lot clearing shall be permitted 'With the proper permits and \"TItten approval of the Association. All yard equipment or storage piles shall be kept screened by 3. service yard. or oLher similar facility as herein otherwise provided, so as to conceal them from vieVl." of neighboring Lots. street.'> or other properrj. Su.ch maintenance includes, bu.t is not limited to the following:

a. Prompt removal of all Etter, trash, refuse, and waste.

b. Lawn mo·wing (outside oft.h.e natural vegetation areas).

c. Tree and shrub pruning (outside of the navJIal vegetation areas).

d. Keephlg exterior 1iZ~hting and mechanical facilities in working order.

e. Keepi..l1g lawTI and garden areas alive, free of weeds, a.1}d attractive.

f. Keeping parnlg areas, walkways and drivevvays in good repair.

g. ComplYLl1g \'""rit.'h. all govern~rnent health and polic~y requirements.

h. RepaB."1ting of improvementS.

1. Repair of exterior damage to improvements.

In w.'le event of the failure of o--wl1er to comply with the above requirements after ten (l0) days vmtten notice 6ereof, t:.~e Association or their designated agents may, in addition to any and all remedies, eiLher at law Or in equity·, 3.yailable for the enforcement of these restrictions, iNithout liability" to t.1:te Owner, Builder or any occupants of the Lot in trespass or ot.'1ervvise, enter upon (andlor authorize one or more others to enter upon) said Lot; to cut, or cause to be cut, such weeds and. grass and remove, or cause m be removed, such garbage, trash and robbish or do any other t.'1h""lg necessar-y to secure compliance wiL1-J. this Declaration, so as to place said Lot in a neat. attractive, healt.!.'1ful and sanitary condirion, and may charge the O-W'ner, Builder or occupa..D.t of such Lot for the cost of such work and associated materials, plus a fee of$25.00 pe:r month for each i.nstance. Payment thereof shall be collected as an additional Maintenfu"1Ce Charge and shall be payable on the first day of the next calendar month.

Section 3.23 ExteriOT Maintenance of Building. In u~e event the owner of any building in t.'1.e Subdivision should allow such building to fall into disrepair fui.d become in need of paint, repair or restoration of ar:.1 nature and become unattractive and not in keeping with the neighborhood, the Association and/or t..'-1e Developer \vill giv'e such O'\A:'iler vvritten notice of such conditions. Fifteen (15) days after notice of such condition to ovvner, and failure of Owner IO begin and continue at a diligent, reasonable rate of progress to correct such condition, the Association and/or the Developer in addition to any and all remedies, either at law or in equity, available for the enforcement of these Restrictions, may at its sole discretion enter upon said premises, \ViLh.out liability to Owner, to do or cause to be done any work necessa..-y to correct said situation. The ov:mer t.'l,.ereof sl'.call be 'uilled for cost of necessary repairs, plus ten (l0%) percent. Ali monies so O\ved the Association v;,ill be an additional Maintenance Charge and shall be payable on the first day of tl:.e next calendar month.

Section 3.24 Miscellaneous Use Restrictions. Wit.hout li:-niting Lhe foregoing, the following restrictions shaH apply to all Lots:

(1) No boat, jet-ski. aircraft., travel trailer, moto!" home, camper body or similar vehicle or equipment may be parked for storage in the front of any Dvvelling or parlced on any street in the Subdivislo:1. All boats parked or stored. lLi.der a Dwelling must at all times also be stored on a trailer. No such vehicle or equipment shaH be used as a residence eit.h.er temporarily or permanently. This restriction shall not apply to any vehicle, machinery or equipment temporarily parked lliid in use for the construction., maintena.:.lce or repair of a Dwelling in the Subdivision.

(ii) Tru.cks \v1Ll-I tonnage in excess of one a.1J.d one-half tons shall not be permitted to paIk ovemig,.~t within t.1.e Subdivision except t."1ose used by :1. builder dUi-ing the construction of h-nprovements in t.~e Subdivision. No vehicle shall be pennitted to park overnight on any street \jvirbn the Subdivision except for those vehicles used by a builder during t.~e cor...struction of improvements On Lots or Common .A.reas in t..he Subdivision.

:Iii) No vehicle which transpor+...s TIfu"1ul1able or explosive cargo cOITl.JTIercially may be kept in the Subdivision al: a."1y time.

:iv) No vehicles or similar equipment shall be parked or stored in an area visible from any Street except passenger automobiles, passenger vans, notorcyc1es and pick-up trucks that are in operating condition and have Clli-re:lt license plates and inspection stickers and are in daily use as notor ve'bicles on the streets and .b,ighways of the State of Texas. and all such vehicles shall be parked in. a dr.-iveway or garage a.lld may not be )arked in a yard.

;ection 3.25 View, Obstructio:tS and Privacv. In order to promote t.'1e aesthetic quality of "view" within the Subdivision., t.he Committee shall lave the right to review and approve cny item or structure placed on a Lot including, but not lilnited to the foHowing:

a. The probable view from second story windows and balconies and decks (particularly where !:here is potential invasion of privacy to an adjoir.ti..Tlg neig.hbor):

b. Sunlight obstructions;

c. Rooftop solar collectors~

d. Flagpoles, flags, peili-:l.a...'1iS, ribbons, streamers, -wind sock fu'1d weather vanes;

e. Exterior storage sheds, propa,.'1e tan..I(s (which shall be screened from viev,' by shrubs 01' plants), and other outbuildings;

f Fire and burglar alarms which emit lights and sOlli"1ds;

g. Children'S playground OT recreational equipment;

7

h. Exterior lights;

L O:t1'...amental statuary', sculptuI"e anGior yard art ~v1sible from a street or COilllilon area excluding those which may be a part of an othen::vise approved landscape plan~

J. The location of the Residential Dwellingo ga..rageo workshops or other outbuildings on u'le Lot; and

k. The location of saTellite dishes and antenl1.as.

Prohibited Items. The following items are prohibited on a Lot:

a. Above grouIJ.d swlIlliliing pool;

b. Window unit air-conditioners

c. Signs (except for signs permitted LTl Section 3.19 hereof);

(1. Storage of more t.'1at ten (10) gallons of fuel outside of regular vehicle gas ta.rLl(s: and

e. Unregistered, u.."11icensed or inoperable motor vehicles.

f. No reflective foil, sheets, :<>.ewspapers, or other similar material shall be permitted on any window or glass door. fu"1.y window covering or treatment visible from outside t.."he Living Unit shall have a vIhite, beige, or similar li~~t color.

Section 3.26 .AntellilaS and Satellite Disbes. No electronic antenna or device for recei"ing or transmitting any signal ot."1.er than an anteTh"18. for receiving normal televiSIOn, marine signals" citizens band signals or cellu1ar telephone signals shall be erected, constructed, placed or permitted to remain on any Lo~ house, 'garage or other buildings unless otherwise approved by the COIT'..1nittee. The COTIl.TIlittee's decision shall be finaL

No satellite dish may be maintained on any portion of any Lot outside the building li.'1es of said Lot or fonvard of the front of the improvements thereon. A satellite dish may not exceed (30 lT

) thirty inches in diameter fu"1.Q must be mounted as inconspicuousl}, as possible to u"le rear of the home. However, In no event may t..1}e top of the satellite dish be more than wo (2') feet above the roofhne for roof mounted antennas or receivers. All dishes shaH be of one solid color of black or earL.h tones of broVvll, gray, or tan. ){o multicolored dishes shall be permitted. Not more than tw-o satellite dishes ""ill be permitted on each Lot. No transmitting device of any type, which would Cause electrical or electronic interference in the neighborhood shaH be permitted_ luchitectural approval is required prior to the installation of any satellite dish. The A..ssociation reserves Lhe right to seek the removal of any device that was installed without first obtaining app~oval or a::J.Y dish L,~at violates these restrictions. The Committee may va.ry these restrictions only as is necessary to comply with the Federal Communications Act (the "Act'") and the COI!l .. 'Y . .t.ittee may promulgate rules and regulzL:!ons in accordance with Ihe Act.

Section 3.27 Solar Fallels. P.JI Solar PS'lels installed shall be framed in such a map..ller so the strLlcture members are not visible. The :fra...-rniD.g material shall be one that is L"1 .b...arrnony wiL1. u'1e rest of the structure. A..rcmtectural Control Cormnittee app:roval is required prior to L'1e installation of any solar panels. The Association resenles the right to seek the removal of any solar panel that v.ras installed -without first :)btaining approval or for any solar panel t.1-J.at violates L.1.ese restrictions. Solar panels shaH be installed in a location not visible ITom. the public ;treet in front of'tr.'1e rcsidence.

Section 3.28 Vlind Generators. No wind generators shall be erected or maintahied on any Lot if said wind generator is visible from any other Lot or public street.

Section 329 Hazardous SuhsLa.."1ce. No Lot shall be used or maintained as a dumping ground for rubbish or trash and no garbage or other vvaste ,haH be kept except in sanitary containers. All incinerators or other equipmem for the storage and disposal of such materials shall be kept in a ;lean and S&"1i:till-Y condition. Notwithstanding the foregoing, no Hazardous Substance shall be brought onto, installed, used, stored" treated, mried, disposed of or trmspcrted over L'le Lots in the Subdivision, and all activities on r..'lJe Lots shall, at all times, comply with Applicable Law. [he term "Hazardous Substance" shall mean any substance which, as of the date hereoT, or from time to time hereafter~ shall be listed as 'hazardous'" or "toxic" under the regulations implementing The Comprehensive Environmental Response Compensation and Liability Ac{ "CERCLA"), 42 U.s.C. §§6901 ~~, The Resource Conservation and Recovery Act C'RCRA"), 42 U.S.c. §§6901 3 seq., or listed as such n any applicable state or local law or which has been Or shan be determined at a:lY fl.me by any agency or court to be a hazardous or toxic :ubstance regu.lated under applicable law. The term "Applicable Law" shall include, but shall not be limited to, CERCLA, RCRA, The Federal Nater Pollution ContrOl Act, 33 U.S.C. §§ 125 i 51 ~. and any other local, state andlor federal laws or regulations that govern t.'1e eXIstence, Jeanup andlor remedy of contamination on property, t.he protection of the environment from spill deposited or otheIVlise in place :ontamination, th.e control of hazardous waste or the use, generation, transport, treatment, removal or recovery of hazardous substances, ncluding building materials.

;ection 3.30 Drrm.~ of Clothes iT! Public View. The dt-ying of clothes in public view is prohibited.

:ection 331 Bulkheading, .Any BuLl0.'leading done on Lots fronfillg Bastrop Bayou must be engineered by a licensed engineer and must be onstructed of vinyl sheet piling material (i.e. Shoreguard) and must be approved prior to installation by u1.e ACe o City· of Richwood and all 'ederal and State Agencies and must tie into any other existing bulkhead.

i-\...!.~TICLE IV

iLRCHITECTURAL CONTROL COM..;v[ITTEE

ection 4.01 BaSIC Control. :I.) No building or other improvements of any character- srJ.311 be erected or placed, or t.~e erection or placing thereof corrunenced, or changes lade LTl t..~e design or exterior appea::ance mereo£: (h"lc!uding, without limitation, pain~ing, staining or siding), or any addition or exterior Iteration made the:reto after original construction, or demolition or destruction by voluntary action made h~ereto after original construction. on ny Lot in t~e Subdivision untii the obtaining of the neceSSfu'Jl approval (as hereinafter provided) from the COlTI.:.'nitlee of t.h.e construclion pla.;'1s ad specifications ror the construction or alteration of such improvements or demolition or destrLlction of existi.1J.g improvements by volumary'

8

h. Exterior lights;

L O:t1'...amental statuar:y, sculpture anGior yard art ~v1sible from a street or COilllilon area excluding those which may be a part of an otherwise approved landscape plan~

J. The location of the Residential Dwellingo ga..rageo workshops or other outbuildings on u'1e Lot; and

k. TIle location of satellite dishes and anteIlll.as.

Prohibited Items. The follow-mg items are prohibited on a Lot:

a. Above grolliJ.d sw1Illililng pool;

b. Window unit air-conditioners

c. Signs (except for signs permitted 1..11 Section 3.19 hereof);

d. Storage oimore h'lat ten (10) gallons of fuel outside of regular vehicle gas ta.TL"ks: and

e. Unregistered, unlicensed or inoperable motor vehicles.

f. No reflective foil, sheets, :<>.ewspapers, or other similar material shall be permitted on any window or glass door. fuJ.Y window covering or treatment visible from outside t.."he Living Unit shall have a vIhite, beige, or similar li~'1t color.

Section 3.26 iilltellilaS and Satellite Disbes. No electronic antenna or device for recei"ing or transmitting any signal ot."1.er than an anteTh"18. for receiving normal televisiOn, marine signals" citizens band signals or cellular telephone signals shall be erected, constructed, placed or permitted to remain on any Lo~ house, 'garage or other buildings unless mherwise approved by the COIT'.Jnittee. The COTIl.TIlittee's decision shall be finaL

No satellite dish may be maintained on any portion of any Lot outside the building li.'1es of said Lot or fonvard of the front of the improvements thereon. A satellite dish may not exceed (30lT

) thirty inches in diameter fu"!G must be mounted as inconspicuousl)' as possible to the rear of the home. However, In no event may t..1}e top of the satellite dish be more than two (2') feet above the roofiine for roof mounted antennas or receivers. All dishes shall be of one solid color of black or earL.h tones of broVvll, gray, or tan. )..To multicolored dishes shall be perITlitted. Not more than hvo satellite dishes ""ill be permitted on each Lot. No transmitting device of any type, which would CaUse electrical or electronic interference in the neighborhood shaH be permitted_ lu-chitectu...ral approval is required prior to the installation of any satellite dish. The A..ssociation reserves t.he right to seek the removal of any device that was installed without first obtaining app~oval or 3::J.y dish L,~at violates these restrictions. The Committee may va:ry these restrictions only as is necessary to comply with the Federal Communications Act (the "Act'") and the COI11 .. ,"!' . .Gttee may promulgate rules and regulzL:!ons in accordance with Ihe Act.

Section 3.27 Solar Fa.llels. ftJI Solar PS'lels installed shall be fraIlled in such a map-ller so the structure members are not visible. The fra...rning material shall be one that is L"1 'b...arrnony vi.ri6 th.e rest of the structure. A..rchitectural Control Cormnittee app:roval is required prior to L'1e installation of any solar panels. The Association resenles the right to seek Lhe removal of any solar panel that V.las installed -without first :)btaining approval or for any solar panel t.1-J.at violates 1.1.ese restrictions. Solar panels shaH be installed in a location not visible from. the public ;treet in front of'tr.'1e rcsidence.

Section 3.28 '''lind Generators. No wind generators shall be erected or maintahied on any Lot if said wind generator is visible from any other Lot or public street.

Section 3.29 Hazardous Substa..."1ce. No Lot shall be used or maintained as a dumping ground for rubbish or trash and no garbage or other "vaste ,haH be kept except in sanitary containers. All incinerators or other equipment for the storage and disposal of such materials shall be kept in a ;lean and $3;."1i:till-Y condition. Notwithstanding the foregoing, nO Hazardous Substance shall be brought onto, installed, used, stored, treated, Juned, disposed of or transported ove:r L'le Lots in the Subdivision, and all activities on t.1}e Lots shall, at all times, comply with Applicable Law. rhe term "Hazardous Substance" shall mean any substance which, as of the date hereoI, or from time to time hereafter~ shall be listed as 'hazardous'" or "toxic" under the regulations implementing The Comprehensive Environmental Response Compensation aDd Liability Ac{ "CERCLA"), 42 U.S.C. §§690 1 ~ seq., The Resource Conservation and Recovery Act C'RCRA"), 42 U.S.c. §§690 I 3 seq., or listed as such n any applicable state or local law or which has been Or shan be determined at any fl.me by any agency or court to be a hazardous or toxic ',ubstance regu.lated under applica-ble law. The term "Applicable Law" shall include, but shall not be limited to, CERCLA, RCRA, The Federal Nater Pollution ContrOl Act, 33 U.S.C. §§ 125 i ~ ~. and any othe~ local, state andlor federal laws or regulations that govern t.'1e existence, Jeanup andlor remedy of contamination on property, t.he protection of the environment from spill deposited or othervvise in place :ontamination, th.e control of hazardous waste or the use, generation, transport, treatment, removal or recovery of hazardous substanceso

nduding building materials.

;ection 3.30 Drying of Clothes i'l1 PU'blic View. The <h-ying of clothes in public view is prohibited.

~ection 3.31 Bulkheading. Any BuLl0.'leading done on Lots fronfillg Bastrop Bayou must be engineered by a licensed engineer and must be onstructed of vinyl sheet piling material (i.e. Shoreguard) and must be approved prior to installation by u1.e ACe o City· of Richwood and all 'ederal and State Agencies and must tie imo any other existing bulkhead.

i-\".!.~TICLE IV

iLRCHITECTLJRAL CONTROL COM..;\I[ITTEE

ection 4.01 Basic ControL :I.) No building or other improvements of any character srJ.311 be erected or placed, or t.~e erection or placing thereof corrunenced, or changes lade LTl t..1.e design or exterior appearance mereof, (h"lcluding, without limitation, pain~ing, staining or siding), or any addition or exterior Iteration made thereto after original construction, or demolition or destruction by voluntary action made h~ereto after original construction. on ny Lot in t~e Subdivision untii the obtaining of the necessa.'Y· approval (as hereinafter provided) from the COlTI.:.'nitlee of t.h.e construclion plans ad specifications for the construction or alteration of such improvements or demolition or destrLlction of existing improvements by volumary'

8

action. Approval shall be granted or withheld based on matters of complia..'1ce witll the provisions of this :ir.stm..T)l~eD~ quality of materials, cLrainage, harmony or exteTI1al design and color 'VYith existing and proposed structures in Lhe Subdivision and location with respect to topography and 'finished grade elevation. Th.e granxlng of approval shall in no way serve as a guaranty or warranty as to the quality· of the plans or specification nor u.'1e habitability, feasibility or quality oft-he resulting improvements.

(b) T'ne sole authority for determ.hwg whether construction pla.."'1S fu"1d specifications for proposed improvements are iI1 compliance wit"! tt,.e provisions of this Declaration as to quality and color of materials, draL"1age, harmony of external design and color \v-ith existing a.T1d proposed structures a.'1Q location with respect to topography. finished grade elevations and other relevant factors, rests with the Corrnnittee_ Disapproval of plans and specifications, including location of the proposed improvements, may be based by t..~e Committee on any matters that shall seem sufficient it"). the sole discretion of t..he COIThu!ttee.

(c) Each application made to t..fJe COIT'.clUItte st.L311 be accompanied by tlillO sets of professionally dra\'iin plans and specifications for all proposed construction (initial or alterations) to be done on such Lot, including Lhe drainage plan for L'1e Lot, plot plans shmving t.1}e location a.."1d elevation of t.~e improvements on t..he Lot &"J.d dimensions of all proposed walkways, driveways. a..:.G all other matters releva.'1.t to architectural approvaL ~'1e address of the COITI_rnittee shall be "L'le address of the prL71cipal office of the Developer or t.he Association. If approved. one of t...'1e two sets of pi&'1s submitted shall be retlLrned to t.~e OVi,.1J.er "\vitt said approval noted t..'>J.ereon. The Committee may set reasonable application and inspection fees as well as L1J.e damage deposit set for-ill in Section 3.15 hereof. The Ov..rner must obtain from the Co.m..rniuee a receipt fer said plans h'ldicating the date said plans are received by the Com.l.--mttee.

Secuon 4.02 .A.rchitectural Control Cornmittec. (a) The authority to grfuit or withhold architect-ural control approval as referred to above is initiaIly vested in the Developer; provided, hov;,rever, the authority of the Developer shall cease fu'1d tenninate upon the appointment of t.1e .t'luchitectural Control Com..'TIlttee or the Association (sometimes herein referred to as u~e "CoIT' ..... rnittee"). in which event such authority shall be vested in and exe~c:i.sed by the Com..-ruttee (as provided in (b) below\ hereinafter referred to, except as to plans and specifications and plot plans theretofore submitted to the Developer which shall continue to exercise such aut.}lOnty over a11 such plans, specifications a..'1d plot plans. The term 1'CoITJrrlirtee," as lised in this Declar-ation, shall mean or refer to t.~e Developer or OA, ..... T(V/OOD SHORES ilichitectural Control COTrEnittee composed of members of the Association appointed by the Developer or Board of Directors, as applicable.

(b) At the discretion of the Developer or in any event at such time as fifty one percent (51%) of the Lots in aU sections of the Subd.il.rision are conveyed by Developer (from time to time hereafter referred to as G'1e "Control Transfer Date"), the Developer shall cause an inst:ru..lTIent transfemng control of the Subdivision to the Association to be placed of record in the Real Property Records of Brazoria COll."'1ty, Texas (which instrument shall specifY the Control Trap..sfer Date) and shaH appoint ITJee (3) members to the Board of Directors and (3) members to the )\rchitectural Control COITl.t-nittee. Thereafter. a."1.J.~many. the Board of Directors of the Association shaH elect a cOIlli-nittee oftru-ee·(3) members to be knO'WTI as the OA.T(\\TOOD SHORES Architectural Control Committee. From and after the Control Transfer Date, each member of t.'1e Committee must be an Owner of property in some Section of OAKVv'OOD SHORES. Additionally. the Developer shall have the right to discontinue the exercise of architectural control privileges and arrange for the transfer to the Association at any time pnor to the ContrOl Transfer Date by filLTlg a statement and instr.lJl1ent to such effect LTJ. t.1.e Real Property Records of Brazoria Count)', Texas.

Section 4.03 ~ffect of Inaction. Approval or disapproval as to architectural control matters as set forth in 'L~e preceding provisions of this Declaration shall be h"1 writh'1.g. In the event t.""1at the ailt.~ority exercis:L..'1g the prerogative of approval or disapproval (whether the Developer OT

the Committee) fails to approve or disapprove in \vriting any pla.l1s and specifications and plot plaZls received by it in compliance \:vith the preceding provisions within forty-five (45) clays follovring such submission. such plans and specifications and plot plan shall be deemed approved and the construction of any such building and other improvements may be cOIll ..... -nencea and proceeded 'J..,ith in compliance -with all such plans and specifications and plot pIs:. and all of ~~e other terms and provisions hereof. The time to approve or disapprove shaH not ::;orn..rnence until professionally cLrawn pi&"!.s are submitted to L1-:!e COITh-mttee. Professionally dravvIl plans shall mean those plans prepared by an :rrchitect_ engineer or certified house p!an..."'1er In sufficient detail to allow the CO!TllTI!ttee to review it!. accordance \"'7ith the criteria set forth. :1ereln.

:;ection 4.04 Fffect of AuprovaL The granting of the aforesaid approval (whether in writing or by lapse of time) shall constitute only an ~xpressioiJ. of opinioil by the COIfl...rr.t1ttee that the rerms aDd provisiOns hereof shall be complied \\-ith if the building and/or other improvements tre erected in accordance \Mith said plans 2..:.'1G specifications and plot pla.."1. and such approval shall not constitute a.."1y nature of waiver or ~stoppel either as to the persons express~J.g such approval or to any other person in the event that such building and/or improvements are not ;onstrlicted 1..'1. accordance with such plans and specifications and piot plan, but, neverL.1.eless, fail to comply wiffl lile prov1sions hereof FurLI1.er. 10 person exercising any pleTogative of approval or disapproval shall incur any liability by r-eason of the good faith exercise thereof

;ection 4.05 l\Ii.-rimum Constr<1ction Standards. The Developer or the COIfl.rnittee may from ti.:--ne to time promulgate an outline of minimum lcceptable construction standards; provided, however~ L.1.at such outline \lirill serve as a minimum gllideline only and the Developer or =:oD.1:.'11ittee shall not be bound thereby.

;ection 4.06 Variance_ The Developer or after Conrrol Transfer Date the Committee, as u'le case may be, may aut.'1orize variances from :ompEa.Tlce with any of t.'1e pmvisions of this Declaration or lY'.inimUr'TI acceptable construction standards or reg'<.lIations and requirements as )romulgated from ti.t-ne to ti...'TIe by the Developer or u1e COTIl1nirtee, when crrcums1;ances such as topography, natural obstrJctions, Lot :onnguration., Lot size, hardship, aesthetic or environmental considerations may require a variance. The Developer and the Comwittee reserve he right to grant va:.--iances as to building setback lines, m.liJimum square footage of me residence. fences. and other items. Such variances must Ie evidenced in wTitlt"J.g and shall become effective when signed by Lhe Deve]oper or by at least a majority of the members of u~e COITl_mittee. If ny such variances are granted. DO violation oft.1-re provisions of this Declaration shall be deemed. to have occurred Vlith respect to the matter for iThich the vs--la..T!.ce is granted; provided_ however. tl'lat the granting of a variance shall not operate to waive any of the provisions of u~is }ec1aration for any purpose except as to the particular pIopen:)? and pa.rticular provisions hereof covered by t.'1e variance, nor shall the granting f any variance affect in <ll"'1Y way the Owner's obligation to comply vV1th a11 goverru"'11errtaI laws and regJ.lations affecting the property concerned nth !..1.e Plat.

ection 4.07 No Implied Waiver or FswpneL No action or failure to act by the Cmr.:rmttee Or bv the Board of Dlrec-;:ors shall conshtute a ralver or estoppel wi.th respect to future action by the COl1L.'Tlittee or Board of Directors I.vith respect to the construction of any improvements ritr-.in the SubdiVIsion. Specifically, t.."1.e approval by the COTIl ... ,'TIittee or Board of Directors of any such residential construction shall not be eemed a waiver of any right or an estoppel to vvitllhold approval or cOilsent for any similar residential construction or any similar proposals .. lan..s, specifications or ou"'1er materials submitted wit.h. respect to any other residential consLruCtlon by such person or other owners.

9

action. Approval shail be granted or withheld based on matters of complia..'1ce vviti} the provisions of this illstm..TJJ.en~ quality of materials, cLrainage, harmony or exteTI1al design and color with existing and proposed structures in Lhe Subdivision and location with respect to topography and finished grade elevation. Th.e granting of approval shall in no way serve as a guaranty or "\varramy as to the quality· of Lf1e plans or specification nor u.'1e habitability, feasibility or quality oft-he resulting improvements.

(b) T'ne sole authority for determ.1wg whether constrtIction pla.."'1S fu"1d specifications for proposed improvements are iI1 compliance wit'1 tt,.e provisions of this Decla,.-ation as to quality and color of materials, draL"1age, harmony of external design and coior with existing a.T1d proposed structures a.'1Q location with respect to topography. finished grade elevations and other relevant factors, rests with the Corrnnittee_ Disapproval of plans and specifications, including location of t.~e proposed improvements, may be based by t.~e Committee on any matters that shall seem sufficient it"). the sole discretion of t..he COIThu!ttee.

(c) Each application made to the COIT'.u.--nitte st.L311 be accompanied by Divo sets of professionally draVil11 plans and specifications for all proposed construction (initial or alterations) to be done Oil SUCh Lot, including Lhe drainage plan for t.'1e Lot, plot plans shoiAing t.1}e location a.."1d elevation of t.~e improvements on t..he Lot &"J.d dimensions of all proposed walkways, driveways. 3J.-:.G all other matters .eleva.'1.t to architectural approvaL T.:'1e address of the Conr..mlttee shall be 'L~e address of the prL71cipal office of the Developer or the Association. If approved. one of t..'1e two sets of pi&'ls su.bmitted shall be retlLrned to t.~e OVi,.1J.er "\vith said approval noted t..'>J.ereon. The Committee may set reasonable application and inspection fees as well as L1J.e damage deposi.t set for-ill in Section 3.15 hereof. The Owner must obtain from the Com..rnittee a receipt fer said plans h'ldicating the date said plans are received by the CO:rTl...t-mttee.

Secuon 4.02 .A.rchitectural Control Cornmittee. (a) The authority to grfu'1t or with.."1.old architect-ural control approval as referred to above is initiaIly vested in t.he Developer; provided, hov;,rever, the authority of the Developer shall cease &'10 tenninate upon the appointment of t.1e .t'luchitectural Control COIIl..'TIlttee or the Association (sometimes herein referred to as the "CoIr ..... rnittee"). in which event such authority shall be vested in and exe~cjsed by the Com..-mttee (as provided in (b) below\ hereinafter referred to, except as to plans and specifications and plot plans theretofore submitted to the Developer w~jch shall continue to exercise such aUL~ority over an 511Ch pla.T1s, specifications a..'1d plot plans. The term l'CoITJrrlirtee," as used in this Declar-ation, shall mean or refer to t.'1e Developer or O.A-T(VlOOD SHORES i\Ichitectural Control COTrEnittee composed of members of the Association appointed by the Developer or Board of Directors, as applicable.

(b) At the discretion of the Developer or in any event at such time as fifty one percent (51%) of the Lots in aU sections of the Subd.ll.rision are conveyed by Developer (n-om time to time hereafter referred to as G'1e "Control Transfer Date"), the Developer shall cause an inst:ru..lTIent transferring control of the Subdivision to the Association to be placed of record in the Real Property Records of Brazoria COll.."'1ty, Texas (which instrument shall specifY the Control Trap..sfer Date) and &~aH appoint ITJee (3) members to the Board of Directors and (3) members to the i\rchitecmral Control C01r ... l'TIlttee. Thereafter. a."1.J.--maEy. the Board of Directors of the Association shaH elect a cOIlli-nittee oftnr-ee·(3) members to be knO'WTI as the OA.T('i;VOOD SHORES Architectural Control COlY'.rnittee. From and after the Control Transfer Date, each member of t.'1e Committee must be an Ow11er of property in some Section of OAKVv'OOD SHORES. Additionally. the Developer shall have the right to discontinue the exercise of architectural control privileges and arrange for the transfer to the Association at any time pnor to the ContrOl Transfer Date by filLng a statement and inStrtlment to such effect LTJ. t.1.e Real Property Records of Brazoria County·, Texas.

Section 4.03 ~ffect of Inaction. Approval or disapproval as to architectural control w..atters as set forth in 'L""1e preceding prOvisions of this Declaration shall be h"1 writh'1.g. In the event t.""1at the aut.f..!Ority exercisi..'1g the prerogative of approval or disapproval (whether the Developer or the Committee) fails to approve or disapprove in \vriting any pla.l1s and specifications and plot plaZls received by it in compliance \:vitb the preceding provisions within forty-five (45) clays follovring such submission. such plans and specifications and plot plan shall be deemed approved and the constnlct1on of any such building and. other improvements may be cOIll--->-nencea and proceeded 'J..'ith in compliance with all such plans and specifications and plot plan aDd all of ~~e other terms and provisions hereof. The time to approve or disapprove shaH not :orrl...rnence lL."1til professionally drawn pl&z.s are submitted to L1-:!e COITh-mttee. Professionally dravvIl plans shall mean those plans prepared by an :rrchitect_ engineer or certified house p!an.."'ler In sufficient detail to allow the Cornmittee to review it!. accordance · .. ;",'ith the criteria set forth. ierein.

:)ection 4.04 ~ffect of AuprovaL The granting of me aforesaid approval (whether in writing or by lapse of time) shall constitute only an ~xpression of opinioD by the COIfl...rr..ittee that the rerms aDd provisions hereof shall be complied \\-ith if the building and/or other improvements :rre erected in accordance \Mith said plans 2..:.'1G specifications and plot pla.."1. and such approval shall not constitute a.."1y nature of waiver or ~stoppel either as to the persons expressJ...!.g such approval or to any other person in t.~e event that such building and/or improvements are not :onstructed 1..'1 accordance with such plans and specifications and piot plan, but, neverL.1.eless, fail to comply wiLfl ule prcv1sions hereof FUT"u1.er. 10 person exercising any prerogative of approval or disapproval shall incur any liability by r-eason of the good faith exercise thereof

;ection 4.05 l\Ii.-rimum Constr<1ctlon Standards. The Developer or the COIfl.mittee may from ti.:--ne to time promulgate an outline of minimum lcceptable construction standards~ provided, however~ L.'1.at such outline Vi/ill serve as a minimum gllideline only and the Developer or =:oIT',....'11ittee shall not be bound thereby.

;ection 4.06 Variance_ The Developer or after Conn-ol Transfer Date the Committee, as the case illay be, may aut.'1orize variances from :omplia.TlCe wit}~ any of rl:~e provisions of this Declaration or minimlli'TI acceptable construction standards or reg'<.lIations and requirements as )romulgated from thue to ti...'TIe by the Developer or 'U1e COTIlmittee, when crrcums1;ances such as topography, natural obstrJctions, Lot ·.onfiguratio'il, Lot size, hardship, aesthetic or environmental considerations may require a variance. The Developer and t.t.~e Comwittee reserve he right to grant v&--iances as to building setback lines, minimum square footage of me residence. fences. and other items. Such variances must Ie evidenced in wTI:tit"J.g and shall become effective when signed by t.he Deve]oper or by at leasI a majority of the members of u~e COIT1_mittee. If ny such variances are granted. DO violation oft.1-re provisions ofth:is Declaration shall be deemed. to have occurred v.rith respect to the matter for iThicn. t'b...e vs--la..T!.ce is granted~ provided_ however. tl'lat the granting of a variance shall not operate to waive any of the p::ovisions of u~is >ec1aration for any purpose except as to the particular propen:)? and pa.rticular provisions hereof covered by t.~e va.riance, nor shall the granting f any variance affect in fu"'1Y way the Owner's obligation to comply vvith a11 goveiTLc"'11entaI laws and regJ.lations affecting the property concerned nth !"1.e Plat.

ection 4.07 No Implied Waiver OT FswpneL No action or failure to act by the Cmr.:mittee Or by the Board of Directors sha.ll constitute a iaiver or estoppel 'with respect to future action by the COl1L.'Tlittee or Board of Directors I.vith respect to the construction of any improvements ritr-.in the Subdivision. Specifically, the approval by the Co:rn.."'TIittee or Board of Directors of any such residential construction shall not be eemed a waiver of any right or an. estoppel to withhold approval or consent for any similar residential construction or any similar proposals .. lan..s, specifications or ou"'1er !<laterials submitted wit.h. respect to any other residential const.ruction by such person or other ow:ners.

9

Section 4.08 Disclaimer. No appwval of plans alld specifications and no publication or designation of architect"t.tral standards shall ever be construed as representh""lg or implying that such plaTls, specifications or standards will result in a properly designed structure or satisfy any regal requiremems.

Section 4.09 Subiect to .Association. The Cornmiltee is a committee of the Association and is subject to supervision by the Association. \Vit.1-tout li.:rnitation of the foregoing the Association has authority· to remove members of L.!;.e COIlli"Tlittee ",;vith or "Withom cause fuid to appoint succeSSors to fill any vacancies, whjch may exist on Ihe Committee .

.ARTICLE V

OA'ZWOOD SHORES PROPERTY OIVNERS ASSOCIATION

Section 5.0l Membershio. Every person or entity' who is a record oVilIler of cui)' Let, IN"hich is s12bject to the Maintenance Charge (or could be follovving the withdrawal of an exemption therefrom) and O'L'1er assessments provided herein, including contract sellers, shall be a "Member" of t~e .A.ssociauon. The foregoing is not intended w include persons or entities who hold an interest merely as secu..rity for tt~e performance of an obligation Or those having only an interest in the minerai estate. No o\vner shaH have more than one membership for each Lm owned by such Member. Membersrips shaH be appurtena"'1t to and may not be separated from the ovroership of t..he Lots. Regardless of t.'1e number of persons who O'Nl1 a Lot (such as husband and "'hife, Or joint Ienants, etc.) there shall be but one membership for each Lot. Additionally, upon the Control Transfer Date, the Directors of the .A..ssociation must be Members of the Association (as more particularly described in the By-laws). Ownership of the Lots shall be L.I-.!e soIe qualification for membership. The voti'-l.g rights of Lhe Members are set forth in t.he B)rlaws of t'1e Association. The iui.tiaE Board of Directors oft-he Association snaH be deSignated by the Developer~

Section 5.02 Non-Profit CorporatIon" O/il(\I,lOOD SHORES Property OV\rners Association, Inc., a non-profit corporatioIl~ has been (or v,ilI be) organized and it shall be governed by the A.t"'"ticles of Incorporation and Bylaws of said Association, and. an duties. obligations, benefits, liep...s a:."1d rig..hts hereunder in favor of t:.~e Association shall vest it'l said corporation.

Section 5.03 Bvlaw-s. The Association has adopted or may adopt ·whatever Bylaws it may choose to govem the orga...Tlization or operation of 'L~e Subdivision and t.1:.e use and enjoyment of the Lots and Common Areas, provided that the same are not iiI conflict w-ith the terms and provisions hereof

Section. 5.04 Ovvners Right of Enioyment. Every O\Vner shall t-...ave a beneficial interest of use and enjuyment 111 a..."1d to the Cor.,:ll"'Uon Areas and such right shall be appu.--tenant to and shall pass vlith the title to every assessed Lot, subject to the follo\;ving provisions:

(a) The right of the A • .ssociatioTI, with respect to t...'-le CamInon .Areas, to Ewit the number of guests of O-wners~

(b) Tne right ofllie Association to make rules and regulations regarding use of &"1y Comm.on Area and to charge reasonable aci..-rnission 2.!."1d other fees for the use of any facilit;r situated upon the Common Areas;

(c) The right ofllie }\.ssociation, in accordance \vith its Articles aTd Byla'WS (and until the Control Trfuisfer Date, subject to It'1e prior vmtten approval of the Deveioper), to (i) 00170"\'/ money for the purpose of hupro-ving and. maintaining the Corru7lon .tu-eas and Facilities (including borrowing from t..'h.e Developer or any entity affiliated with t.f}e Developer) and (ii) mortgage said property, however, tbe rights of such m.ortgagee of said property shall be subordi:aate to the rights of the O·wners hereunder~

:d) The right of the Associa[ion to suspend the Member's voting rights and 01.e Member's a.."'1d "Related Users" (as hereinafter defined) right to 1se any recreational facilities withi.'1 the COITnilOn iu-eas during <L"'1Y period in which t.he Maintenance Charge or a...""1Y assessment against his Lot ~emains unpaid:

:e) The right of the Association to suspend t.1.e Member's voting rights and the Member's and Related Users' right to use any recreational :acilities YVithin u'1e COITllTIOn /~Iea, after notice &id hearing by tJ.\e Board of Directors, for the l.."'lfraction or "v-1olation by such Member Or- Related Jsers of this Declaration or the "Rules and Regu.larions,'l defined in A.nicie VIII hereof which suspension shaH continue for the duration of ;uch li'1fraction or violation., plus a period not to exceed sixty (60) days following w.'1e cessation or curu'lg of such infraction or violation; and,

"f) The right of the Association,. subject, until the Control Transfer Date, to tr.~e prior \vntten approval oftt1e Developer, to dedicate or transfer tll or any part of t..he Com... .. non Area to 2w."'1Y public agency, authority or utility, fDr- such pu...rpos.es and subject to the provisions of this )eclaration.

;ection 5.05 Delegation of Use. A .... l1y member may delegate, in accordance \vith the ByJaws, his right of enjoyment to the Connnon /uea and acilities to the Member's iIP..media.te family living in u'1e Members residence, aiJ.d his contract purchasers who reside on t..i,.e Lot (collectively, the Reiated Users").

A.1ZTICLE VI

MAINTEN.~'\CF Fl5NTI

ection 6.01 Mamten<llice Fund ObliQation. Each Owner of a Lot by acceptance of a deed (fJ.ererOr, wheL.~er or not it shall be expressed in a..71Y :J.ch deed or other conveyance, is deemed to covenant and agrees to pay to the Association, in advance, an artilual maimen3J.iCe charge on :LTluary lOth of each year, (the "Maintenance Charge"), and any ot.~er assessments or charges hereby levied. The Maintenfu'1Ce Charge fu"J.d any t,l-]er assessments or charges hereby levied, together with such interest thereon and costs of collection thereof, including ::easonable attorney's ~es, shall be a charge on 6e Lots and s"b,.all be a contL.'1uing lien upon t."1-J.e property against which each such Maintenance Charge and ot..her aarges and assessments are made.

ection 6.02 Basis oillie Maintena."'1ce Charge.

(a) The Mah"'ltenance Charge referred to shall be used to create a Flli'1d to be KnO\'Vll as th.e "Maii"ltenance Fund," which shall be "eo as hercfill p:;:-ovided, and each such YlaiTItenance Charge (except as otherwise hereinafter provided) shaH be paid by the Owner of each Lot ir resideD.tiaI building site) to the Association c.ll!lU3.11y, in advance, on or before the tenth day of Ja..."'1uary' or each calendar year, or on such :her date or basis (mont.'1iy, quarterly Or semi-ar~l1ually) as the De-,,'eioper or tile Board of Directors of t.he Association may designate in its sole scretioTI..

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Section 4.08 Disclaimer-. No appwval of plans arlO specifications and no publication OT designation of architect"t.tral standards shall ever be construed as represent:h""lg or implying that such plaTls, specifications or standards win result in a properly designed structure or satisfY any legal requiremems.

Section 4.09 Subiect to .Association. The Cornmlltee is a committee of u1e Association and is subject to supervision by the Association. \Vit.1-tout limitation of the foregoing the Association has authority· to remove members of L.lJ.e COIlli-mttee ",;vith or withom cause fuid to appoint succeSSorS to fill any vacancies, whjch may exist on Ihe Committee .

.ARTICLE V

OA'ZWOOD SHORES PROPERTY OIVNERS ASSOCIATION

Section 5.01 Memberwo. Ever-y person or entity' who is a record ovvner of at!.)' Let, which is subject to the Maintenance Charge (or could b·e follovving the withdra~wal of an exemption therefrom) and o'L1.er assessments provided herein, Including contract sellers, shall be a "Member" of L~e .A.ssociauon. The foregoing is not intended w include persons or entities who hold an interest merely as secu..rity for tt~e performance of an obligation Or those having only an interest in the minerai estate. No O\.vner shall have more than one membership for each Lor owned by such Member. Iv1embersbps shaH be appurtena"'1t to and may not be separated from the ovroership of t..he LoIS. Regardless of t,.'-le number of persons ~rJ.o O'Nl1 a Lot (such as husband and "'hife, Or joint Ienants, etc.) there shall be but one membership for each Lot. Additionally, upon the Control Transfer Date, the Directors of me Association must be Members of the Association (as more particularly described in the By-laws). Ownership of the Lots shall be L.I-.!e soIe qualification for membership. The VOti'-l.g rights ofLhe Members are set forth in t.he Bylaws oftr"h~.e A..ssociation. The initia\ Board of Directors of the Assodat]on shaH be designated by the Developer~

Section 5.02 Non-Profit Comoratlon" Oi',J(\I,lOOD SHORES Property OV\rners Association, Inc., a non-profit corporatioIl~ has been (or will be) organized and it shall be governed by the At-ticles of Incorporation and Bylavls of said Association, and an duties. obligations, benefits, liep...s 2..,."1d rig..hrs hereunder in favor of t:.~e Association shall vest h"l said corporation.

Section 5.03 BVlaws. The Association has adopted or may adopt ·whatever Bylaws it may choose to gavem the orga...Tlization or operation oft,i-te Subdivision and t.1:.e use and enjoyment of the Lots and Common Areas, provided that the same are not iiI conflict with the terms and prOvisions hereof.

Section 5.04 Ovvners Right ofEnioyment. Every O\Vner shall r-...ave a beneficial interest of use and enjO'yment in a..."1d to the COr.,:1 . .l.uOn Areas and such right shall be appu..--tenant to and shall pass vlith the title to every assessed Lot, subject to the foUo\'Ving provisions:

(a) The right of the A . .ssociatioTI, with respect to t...'-le ComIllon .Areas, to Emit the number of guests ofO-wners~

(b) The right of the Association to make rules and regulations regarding use of al'1Y Corr..8on Area and to charge reasonable aci..-rn}ssion 3.!."1d other fees for the use of any faciliW situated upon the COITl..111on Areas;

(c) The right ofllie _A.ssociation, in accordance \v1th its Articles aTd Bylaws (and until the Control Trfu""1sfer Dateo subject to It'1e prior written approval of the Deveioper), to (i) borro"\v money for the purpose of hupro~ving and. maintaining the Corru7lon .A..reas and F acilihes (including borrowing from t..i}e Developer or any entity affiliated with t.f}e Developer) and (ii) mortgage &aid property, however, t'be rights of such m.ortgagee of said property shall be subordInate to the rights of the O·wners hereunder~

:d) The right of the Associa[ion to suspend the Member's voting rights and t...1.e Member's a.."!.d "Related Users" (as hereinafter defined) right to .lse any recreational facilities witioi..'1 the Common iu-eas during <L"'1y period in which t.he Maintenance Charge or 3.c""1y assessment against his Lot ~emains unpaid~

:e) The right of the Association to suspend. t.1.e Member's voting rights and the Member's and Related Users' right to use any recreational :acilities YVithin t.'1e COITllTIOn l~Iea, after nonce acid hearing by 't.~e Board of Directors, for the l..-r:.ITaction or violation by such Member Or- Related Jsers of this Declaration or the "Rules and Regu.lations,'l defined in A.nicie VIII hereof, which suspension shaH continue for the duration of ;uch i.i'1fraction or violation., plus a period not to exceed sixty (60) days following t.~e cessation or cuP_ .. ng of such infraction or violation; and,

Of) The right of the Association,. subject, until the Control Transfer Date, to tr.~e prior \-vntten approval oftt1e Developer, to dedicate or transfer tn or any part of t.."!-J.e Com...-non Area to ac"'1y public agency, authority or utility, for- such pll...rposes and subject to the provisions of t.."l-J.is )eclaration.

;ection 5.05 Delegation of Use. A .... l1Y member may delegate, in accordance \-vith the ByJaws, his right of enjoyment to the Connnon illea and acilities to the Member's iIP..mediate family living in u'1e Members residence, ai"1d his contract purchasers who reside on t."f.J.e Lot (collectively, the Reiated Users").

A.1Z TI CLE VI

ection 6.01 Maintena..lce fund ObliQatioTI. Each Owner of a Lot by acceptance of a deed therefor, wheL.~er or- not.it shall be expressed in a..71Y :.lct deed or other conveyance, is deemed to covenant and agrees to pay to the Association, in advance, an 3T'tilual maimenfuice charge on :LTluary lOth of each year, (t..'1e "Maintenance Charge"), and any ot.~er assessments or charges hereby levied. The Maintena'1ce Charge a...""1d any t,l-]er assessments or charges hereby levied, together with such interest thereon and costs of' collection thereof, Including reasonable attorney's ~es, shall be a charge on 6e Lots and s"b,.aE be a contL.'1uing lien upon t."1-J.e property against which each such Maintenance Charge and ot..her aarges and assessments are made.

ection 6.02 Basis of the Maintena.'1ce Charge.

(a) The Mah"'ltenance Charge referred to shall be used to create a Flli'1d to be KnOVlil as th.e "Mai.;ltenance Fund:' which shall be )ed as herein p:;:-ovided, and each such Yiaintenance Charge (except as otherwise hereinafter provided) shaH be paid by' t.1-:le Owner of each Lot iT resideD.tiaI building site) to the Association annU3.11y, in advance, on or before the tenth day of Ja..."'1uary of each calendar year, or on such :her date or basis (mont.'1iy, quarterly Or semi-ar~Tl1lally) as the De-,,'eiope.r or tile Board of Directors of t.~e Association may designate in its sole scretiOTI.

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(b) fu"1Y Maintenance Charge not paid within thirty (30) days after t.11e due date shall bear interest from the due date at the lesser of (i) the rate of eig...'1teen percent (180/0) per annum or (Ii) \:he maximu.Tl1 rate permitted by 1av\1. The Association may bring all actions at Iav,' against t."he Owner personally obligated to pay the sa.'1le, or foreclose the hereinafter described lien against the OiNner's Lot. No Owner !!lay waive or otht~:Il;vise escape liability- ror the Maintenance Charge by non-use or any Common Areas or recreational facilities available for use by Ovvners of me Subdiv-ision or by u'le abandor..ment of his Lot.

(c) The exact amOll...l1t of the Ivlaintenance Charge applicable to each Lot will be deterr:nined by 'the Developer until !be Control Transfer Date~ a.."1U thereafter by t.'le Board of Directors of the Association during t.he month preceding the due date or the Ma~ltenance Charge. The initial annual IvIal..."1.tenance Charge shall be a minimfu-rl of $300.00 per Lot. All oL.;"er matters !"elating to the Maintenance Charge ru"l.d u'1e collection, expenditures and adiuinrsrration of t.'1e J>1ai.:.--uenance Fund shall be determined by the Deveioper o:r the Board of Directors of the .Association, subject to t..~e provision hereof.

(d) The 1vlaintenance Charge described 1..."'1 this .A..rLicle VI and other charges or assessments described in this Decl3!ation shall not apply to t.i-re LoIS o\VD.ed by t.~e Developer. The De\;eloper, prior to the Control Transfer Date, and t.he Association, from and after the Control Transfer Date, rese!\le t.l:te rig,.1.t at aU times in L.'J.err ovm judgment and discretion, to exempt any Lot ("Exempt Lof')., h'1 the Subdivision from the Maintenance Charge, in accordance with Section 6.07 hereor. If an Exempt LOi: is sold Ie any party, the Maintenance Charge shaH be automai:ically reinstated as to t.h.e Exempt Lot and can only be waived at a later date pursuant to the provisions of the preceding sentence. The Developer, prior to Lhe Control Transfer Date, 3..tld the Association, from 2...t"1d after t.1e Control Transfer Date, shall have the furillerright at any time, and from time to time, to adjust or alter said Mai.-.ltenance Charge from iTIont.~ to month as it deems proper w meet the reasonable operating expenses and reserve requiremems oftt1.e Association in order for the Association to carry' out itS duties hereunder.

(e) The Board of Directors of the Association, from time to thJ1e by t.1-re adoption of a resolution for such plli-pose may ievy and impose, against each Lot in the Subdivision, a special assessment for a specific aluOUnI, which shaH be equal for each such Lot, for tt'1e plli-pcse of purchasing equipment or facilities for Roadways, COnLTD.on Areas or Common Facilities in the Subdivision and/or for defraying in whole or in part the cost of constructing new capital improvements or altering, remodeling, restoring or reconstructing previously existing capital improvem.ents upon such Roadways, COITI..mon Area or Common Facilities, including fixtures arrd personal property related mereto. The Ovroer of each Lot subject to such assessments shall pay his special assessment to the Association at such time or times and in such marL.'1.er as pmvided in such resolution.

Sec'"tlon 6_03 Creation of Lien and Personal Obligation.. In order to secure the paym.ent of the Maintenance Charge, 3.l""1d ot..1J.er charges and assessments (including, but not limited to, attorney's fees incurred in t1.e enforcement of these Restrictions) hereby levied, a vendor's (p~rchase money) lien for the benefit of the Asociation, shall be fu""1d is hereby reserved in the deed from t.~e Developer to the purchaser- of each Lot or portion thereof., which lien shall be enforceable through appropriate judicial a..l1C non-judicial proceedings by the __ 4ssociation. As addi60nal security· for the pay:ment of t.he MaiIltenance Charge ail.d other charges and assessments hereby levied each Owner of a Lot in t.~e Subdivision, by such party's acceptance of a deed thereto, hereby grants to the Association a contractual lien on such Lot \vhich may be foreclosed. or:. by non-judicial foreclosure and pu..rsuant to t..~e prov-isions of section 5 L002 of the Texas Property Code (and any successor stamte)~ and each such owner hereby expressly gra:.'J.ts the .4...ssociation a po"ver of sale L.l co!'.nection therewith. The ft...ssociation shalL whene\'-er it proceeds witl'l non-judicial foreclosure pursuant to the provisions of said Secfion 51.002 of the Texas Property Code (and any successor statute) &"1.d said power of sale, designate in writing a T ru.stee to post or cause to be posted all required notices of such foreclosure sale and to conduct slich foreclosure sale. Tne Trustee may be chan.ged at any time and from time to time by the Association by mea."'1S of a \vritten ins'trt.l.tJ:1ent executed by the President or any Vice-President of the Association and filed for record in the Real Property Records of Brazoria County, Texas. In u1.e event that u'le Association has determined to nonjudiciaHy foreclose the lien provided herein pursuaDt to !.i~e provisions of said Section 51.002 of the Texas Property'- Code and to exercise the po\ver of sale hereby gra..r1'[ed~ the Association shall mail to L1.e defaulting OViller a copy of the Notice of Trustee's Sale not less thaD. twenty-one (21) days prior to the date on which said sale is scheduled by· posting such notice through the U_S. Postal Sen·ice postage prepaid, certified, re'tuLl1 receipt requested, properly addressed to such O~""'lTIer at the last kno\VIl address of such C>w:ner according to the records of the Association. If required by law, t."h.e Association or Trustee shall also cause a copy of the Notice of Tnlstee's Sale to be recorded in L'1e Real Propert::v Records of Brazoria County, Texas. Out of the proceeds of such sale, if any, there shall first )e paid ali expenses incurred by the Association in connection wit.,>} such default, including reasonable attorney's fees and a reasonable trusiee's fee; second, from such proceeds there shall be paid to the Association fu1. a,'TIount equal to the &.~ount in default~ and tt~ird, the remaipjng )alance shall be paid to such Owner. Followi,J1g any such foreclosure, each occupant of an:y such Lot foreclosed on and each occupant of any :mprovements thereon shall be deemed to be a tena..Tlt at sufferance ill-:J.d may be removed from possession by any and all lawful! means, .neluding ajudgment for possession in &"1. action of forcible detainer and the issuance of a vmt of restitution thereunder.

1."1. the event of nonpayment by &"1.y Owner of any Maintenance Charge or other charge or assessment levied herefu-der, the Association nay. in addition to foreclosing t.l:!e lien hereby retained, and exercising the remedies provided herein, upon ten ( 10) days prior written notice hereof to such nonpaying Owner, exercise all other rights and remedies available at lavv 0:: in equity.

It is the intent of the provisions of tb..is Section 6.03 to comply wiL"l the p:rovisions of said Section 51.002 of the Texas Property Code ·elating to non-judicial sales by power of sale and, in t."he event of the amendment of said Section 51.002 oft.~e Texas Property Code hereafter. he President or any Vice-President of the Association, acting wit.1tout joinder of any Gt..~er O\wer or mortgagee or other person :may, by lmendment to !;''11s Declaration filed in L.'-le Real Property Records of Brazoria Coun!)r, Texas, amend t,~e Provisions hereof so as to comply wit.'1 :aid a.mendments or successor stamtes to Section 51.002 of L."1e Texas Properry Code.

;ection 6.04 Notice of Lien. In addition to the rig:.'1t of the Association to enforce the Maintenance Charge or other charge or assessment levied tereunder_ the Association may file a claim or lien against the Lot ofL.~e delinquent Ov.·ner by recording a notice ("Notice of Lien IT

) in the Rea} )roperty Records of Brazoria County, Texas, setting fort..l:t (a) the amount of the claim of delinquency, (b) the imerest and costs of collection, nduding reasonable attorney's fees, which have accrued thereon, (c) the legal description and street address of the Lot againsI. which the lien is Iaimed and (d) the name of me Owner t11.ereof Such Notice of Lien shall be signed and acknowledged by an officer of the Association or ot.l}er luly aut..tlOrIzed agent of the Association. The lien shall cont:inue until t.he amounts secured thereby and all subsequently accruing amollilts are wly paid or otl'1en.vise satisfied. Vihen all a.1110unts claimed under W.~e Notice of Lien and all other costs and assessments which may have ,ccrued subsequent to t.1.e filing of the Notice of Lien have been fully paid or satisfied, the Association shall execute and record a notice eleasing the lien upon payment by the Owner of a reasonable fee as fixed by the Board of Tmstees to cover the prepa.:.-ation and recordation of uch release oflien io.sstr...-u-nent.

:ection 6.05 Liens Subordinate to lviortgages. The liens described in tbis __ ~--ticle VI and the superior title hereL."l reser\,red shall be deemed ubordinate to a first lien. or ou'1er liens of any bar ...... ic, insural"1Ce compa..'I1Y, savings and loan association, university, pension and profit shar.u".1g liSts or plans~ or other bona fide, third pa~ lender, including Developer, which may have heretofore or may hereafter lend money in good

11

(b) fu"1Y Maintenance Charge not paid within thirty (30) days after t.~e due date shall bear interest from the due date at the lesser of (i) the rate of eighteen percent (l8%) per annum or (Ii) \:he maximu.Tl1 rate permitted by 1av\1. The Association may bring all actions at 1av,' against t.he Owner personally obligated to pay the sa.'1le, or foreclose the hereinafter described lien against the OiNner's Lot. No Owner may waive or otht'?Ilh"lSe escape liability ror t...'-le Maintenance Charge by non-use or any Common Areas or recreational facilities available for use by Ovvners of me Subdiv-ision or by u'le abandor..ment of his Lot.

(c) The exact amOll...l1t of the I'vlaintena.TJ.ce Charge applicable to each Lot will be deterr:nined by 'the Developer tUltil !be Control Transfer Date~ a.."1c. thereafter by tr ... e Board of Directors of the Association during t.he month preceding u1.e due date of the Ma~ltenance Charge. The initial annual IvIal..."1.tenance Charge shall be a minimfu-rl of $300.00 per Lot. All oL.;"er matters !"elating to the Maintenance Charge fu"l.d u'1e coilection, expenditures and. adiuinisrration of t.'1e J-.1al.:.l.tenance Fund shall be determined by the Deveioper oz- the Board of Directors of the i.l.ssociation, subject to t..~e provision hereof.

(d) The 1vlaintenance Charge described 1..."'1 this .A..rLicle VI and other charges or assessments described in this Declaration shall not apply to the LOIS o\VD.ed by tIle Developer. The De\;eloper, prior to the Control Transfer Date, and t.he Association, from and after the Control Transfer Date, reserv"e 'll:te rig,.~t at all times in w.'J.err ovm judgment and discretion, to exempt any Lot ("Exempt Lof')., h'1 the Subdivision from >;.he Maintenance Charge, in accordance with Section 6.07 hereof. If an Exempt LOi: is sold Ie any party, the Maintenance Charge shaH be automai:ically reinstated as to t11e Exempt Lot and can only be waived at a later date pursuant to L'1e provisions of the preceding sentence. The Developer, prior to L'rle Control Transfer Date, rule the Association, from and after t.1e Control Transfer Date, shall have the fu....merright at any time, and from time to time, to adjust or alter said Mai.-."1tenance Charge from mont.~ to month as it deems proper w meet the reasonable operating expenses and reserve requiremems oft.t1.e Association in order for the Association to carry' out itS duties hereunder.

(e) Tne Board or Directors of the Association, from time to thJ1e by t.1-re adoption of a resolution for such plli-pose :may ievy and impose, against each Lot in the Subdiv-islon, a special assessment for a specific aluOUnI, which shaH be equal for each such Lot, for t.'1e pU1l)(}$e of purchasing equipment or facilities for Roadways, COnLTD.on Areas OT Common Facilities in the Subdivision and/or for defraying in whole or in part the cost of constructing new capital improvements or altering, remodeling, restoring or reconstructing previously existing capital improvem.ents upon such Roadways, Common Area or Cornmon Facilities, including fixtures arrd personal property :related mereto. The Ovmer of each Lot subject to such assessments shall pay his special assessment to the Association at such time or times and in such maIh'1.er as provided in such resolution.

Sec'"tlon 6_03 Creation of Lien and Personal Obligation.. In order to secure the paym.ent of the Maintenance Charge, 3..:l.d ot..1J.er charges and assessments (including, but not limited to, atrorney's fees incurred in t1.e enforcement of these Restrictions) hereby levied, a vendor's (P'-.lTc'b..ase money) lien for the benefit of the Asociation, shall be and is hereby reserved in the deed from t.~e Developer to the purchaser- of each Lot or portion thereof, which lien shall be enforceable through appropriate judicial a..l1d non-judicial proceedings by the _4ssociatioil. As additional security· for the pay:ment of t..he MaiIltenance Charge ail.d other charges and assessments hereby levied each Owner of a Lot in t.~e Subdivision. by such party's acceptance of a deed thereto, hereby grants to the Association a contractual lien on such Lot \vhich may be foreclosed. on by non-judicial foreclosure and pursuant to 't.'1e provisions of section 51.002 ofine Texas Property Code (and any successor stamte)~ and each such owner hereby expressly grB.;.'J.ts the .Association a pO\iver of sale L.l co!'.nection therewith. The Association shalL whene\rer it proceeds wili'!. non-judicial foreclosure pursil2.nt to the provisions of said Secfion 51.002 of the Texas Property Code (and any successor statute) &"'1d said power of sale, designate in writing a T ru.stee to post or cause to be posted all required notices of such foreclosure sale and to conduct such foreclosure sale. The Trustee may be chan.ged at any time and from time to time by the Association by mea."'1S of a \vntten instr..l.tJ:1ent executed by the President or any Vice-President of the Association and filed for record in the Real Property Records of Brazoria County, Texas. In the event that the Association has determined to nonjudiciaHy foreclose the lien provided herein pursua<1t to L~e provisions of said Section 51.002 of the Texas Property· Code and to exercise the po\ver of sale hereby gra..r1'[ed~ the Association shall mail to L.~e defaulting OViD.er a copy of the Notice of Trustee's Sale not less than twenty-one (21) days prior to the date on which said sale is scheduled by· posting such notice through the U.S. Postal Sen·ice postage prepaid, certified, re'tuLl1 receipt requested, properly addressed to such O~"""'''TIer at the last kno\Vfl~ address of such C>w:ner according to the records of the Association. If required by law, t."h.e Association or Trustee shall also cause a copy of the Notice of Tnlstee's Sale to be recorded in L'1e Real Propert::v· Records of Brazoria County, Texas. Out of the proceeds of such sale, if any, there shall first )e paid ali expenses incurred by the Association in connection witl} such default, including reasonable attorney's fees and a reasonable truSiee's fee; second, from such proceeds t.~ere shall be paid to the Association 8.0.1. a,'TIount equal to the &.-nount in default~ and third, me reTI'~ai{ljng )alance shall be paid to such Owner. Follow-LJ1g any such foreclosure, each occupant of an:y such Lot foreclosed on and each occupant of any :mprovements thereon shall be deemed to be a tena..Tlt at sufferance ru-:J.d may be removed from possession by any and all lawfull means, .neluding 8. judgment for possession h"1 &"1. action of forcible detainer and the issuance of a vmt of :restitution thereunder.

1."1. the event of norrpayrnent by a.:.'1y Ovvner of any Maintenance Charge Of other charge or assessment levied herefu-lder, the Association nay. in addition to foreclosing t.l:!e lien hereby fetaL"'1eC, and exercising the remedies provided herein~ upon ten ( 10) day'S prio;: written notice hereof to such nonpaying Owner, exercise all other rights and remedies available at lavv or in equity.

It is 't.1.e intent of the provisions of tb..is Section 6.03 to comply wib.1. the p:rovisions of said Section 51.002 of the Texas Property Code ·elating to non-judicial sales by power of sale and, in t.h.e event ofllie amendment of said Section 51.002 oft.l),e Texas Property Code hereafter. he President or any Vice-President of the Association, acting wit.1tou.t joinder of any Gt..~er O\wer or mortgagee or other person may, by lmendment to !:.'11s Declaration filed in L.'1e Real Property Records of Brazoria Count)!, Texas, amend t,~e Provisions hereof so as to comply v'lit.':. ~id a.menaments or successor stamtes to Section 51.002 of L."1e Texas Properry Code.

;ection 6.04 Notice of Lien. In addition to the ng:.'1t of the Association to enforce the Maintenance Charge or other charge or asseSSillent levied tereundeL the Association may file 2. claim or lien against the Lot ofL.~e delinquent Ov.'ner by recording a notice ("Notice of Lien IT

) in the Real )roperty Records of Brazoria County, Texas, setting fort..l:t (a) the amount of the claim of delinquency, (b) the imerest and costs of collection, nduding reasonable attorney's fees, which have accrued thereon, (c) the legal description and street address of the Lot againsI. which the lien is Iaimed and (d) the name of me Owner 't.1.ereof Such Notice of Lien shall be signed and acknowledged by an officer of the Association or oth.er luly aut..l-lOrIzed agent of the Association. The lien shall contmue until me amounts secured thereby and all subsequently accruing amollilts are Ully paid or othen.vise satisfied. \Vhen all a.111ounts claimed under W.~e Notice of Lien and all other costs and assessments which may have ,ccrued subsequent to t.1.e filing of the Notice of Lien have been fully paid or satisfied, the Association shall execute and record a notice eleasing t.~e lien upon payment by the Owner of a reasonable fee as fixed by the Board of Tmstees to cover the prepas.-ation 3J."J.d recordation of uch release oElien D."1StrLuuent.

:ection 6.05 Liens Subordinate to lviortgages. The liens described in tb..is _A.....--ticle VI and the superior title herei."l reser\.red shall be deemed ubordinate to a first lien. or ou'1er liens of any bar ...... ic, insural"1Ce compa.'I1Y, savings and loan association, university, pension and profit shar.u''1.g liSts or plans~ or other bona fide. third party lender, including Developer, which may have heretofore or may hereafter lend money in good

11

faith for the purchase or improvement of any Lot fu!.d &l.y renewal, extension., refu-rangement or refinancing thereof. Each such mongagee of a mortgage encumbering a Lot vIho obtains title to such Lot pursuant to the remedies provided in the deed of trust or mortgage or by judicial foreclosure shall take title to the Lot free and clear of any claims for lliipaid Mainten&-:tce Charges or ollie!" charges or assessments against such Lot which accrued prior to the time such holder acquires title to such Lot. No such sale or transfer shall relieve such transferee of title to a Lot from liability for any Maintenance Charge or other charges or assessments thereafter becoming due or from The lien thereof ~Any other sale or transfer of a Lot shall not affect the Ass-ociation's lien for Maintenance Charges or other charges or assessments. The Association shall ma..1:e a good faith effort to give each such mortgagee sixty- (60) days advance wntten notice of the Association's proposed foreclosure of the lien described in Section 6.01 hereof, which notice shaH be seilt to w.'1e nearest office of such mortgagee by prepaid United States registered or Certified mail, rettLrn receipt requested, and shaH contain a statement of delinquent Maintenance Charges or other charges or assessment."> upon which. the proposed action is based~ provided, however, the Association'S failure to give such notice shan not impair or invaEdate 2J.-:ly foreclosure conducted by the A . .ssociation pursuant to t..~e provisions of "L'lis Au4:icle \11.

Section 6.06 Pu...roose of t,.~e ivlaintenance Charge. The 1-1aintenance Charge levied by the Developer or t,~e Association shall be used exclusively for the purpose of promoting the recreation, health, safet"j, and welfare of the Owners of the Subdivision and other portions of the ll,..nnexable Area which hereafter may become subject to the jl4"isdiction of the Association. In particular, the Maintenance Charge shall be used for any improvement or services in furtheTai"1Ce of Lilese purposes a.."1d t.he performance of the .4...ssociation's duties described in .Article VIII, including the maintenance of me Corp-mon Areas. or Drainage Easements, and the estabhsh.i·nenL and maintenaI1ce of a reserve :fund for mainten3J.""1ce oftr.1.e Common Areas, or Drainage Easements. The Maintenance Fund may be expended by the Developer or the i\,ssociatlon for any purposes which, in the judgment of the Developer Or Association, v,'111 tend to maintain the propeny values in t..he Subdi\;ision, including, but not limited to, providing ft.L.'1ds for the actu.al cost to the Association of all taxes, insurance. repairs, energy charges, replacement fuid maintenance of the Common Area, etc. as may from time to tL-ne be authorized by the Association. Payment of all legal and other expenses incurred in connection ·Witti the enforcement of all charges and assessments, conveyances, restrictions, and conditions affecting the properties to which the maintenance fund applies, payment of all reasonable and necessary expenses h"1 connection wiLh the collection fu'"1G. a6-mnistralion of the maintenance charges &"1d assessments, landscaping h"1 common areas, utilitieso insuranceo taxes, employing policemen and a security force and doing any other thing or things necessary or desirable b.l. t.he opinion of t.~e Association to keep the Properties neat and in good order, or which is considered a general benefit of the Ovmers or occupants of the properties, it being understood that t..'f.:!e judgment of the Association in the expenditure of said fund shall be final and conclusive so long as such judgment is exercised in good faiw.l.

Section 6.07 Exempt Property. The following property subject to this Declaration shall be exempt from t.~e Maintenance Charge and all other cI-.targes 3...lld assessments created herein: (a) all properties dedicated to and accepted by a local public authority, (b) the COIY'.u"'Ilon ~A.rea; and (c) all properties owned by the Developei or the Association or a charitable Or nonprofit orga...>1izarion exempt from taxation by the laws ofL1.e State of Texas: however, nO land Oi improvements devoted to dwelling use shall be exempt from said Maintenance Charge.

Section 6.08 Handling of Mainten3J.""lce Charges~ The collection &"1d mfu""lagement of the lVlai.."'1tenfu'1Ce Charge or Ou~er charge or assessment levied hereunder~ shall be perrorrned by the Developer until t.he Control Transfer Date, at which !hue the Developer shaH deliver to the Association all funds on hand together with all books and records of receipt and disbursements. The Developer and, upon transfer, the Association., shall maintain separate special aCCOlli"l.ts for these fundso and OVI/ners shall be provided at least a!LTlually, infonnation on the Mai'1tenance Fund as provided in Section 8.07 hereof

A.1ZTICLE VII

DF\ll=LOPER'S RlGHTS A.l""ID RESERVATIONS

Section 7.01 Period of Developer's Rights and Reservations. Developer shall have, retain &'1d reserve certain rights as hereinafter set forth with respect to the Association from the date hereof, uIltil the earlier to occur of (i) the Control Transfer Date or (ii) Developer's wTitten notice to the Association of Developer's tennination of the rig..~ts described in Article VII hereof. The "Contro! Transfer Date" is defined in Articie 4.02 (b). fhe rig..'1ts and reservations hereiti.after set for'"u'1 shall be deemed accepted and reserved in each conveyance of a Lot by Developer to an O\\'!1er vlhether or not specifically stated therein &"'1d in each deed or other h-:lStl'.l..Tllent by ,i' .... hich any pT"operty- w1t.h1n the COIT' ..... 1Tlon .A.rea is conveyed by )eveloper. The rights, reservations fu"'1Q easements hereafter set fOTh"! shall be prior and superior to fu""1y ot..'1er provisions of this Declaration and nay not, ·"vithout Developer's prior wTirten consent, be modified, amended, rescinded or affected by any amendment: of this Declaration. )eveloper's consent to anyone such a.'L:.endment shan not be construed as a consent to any other or subsequent amendment.

;ection 7.02 Right to Construct Additional Improvements in CO:m.ITlon Area. Developer shall have and hereby reserves the right (without t.1e ~onsent of any OI...~e:r Owner)~ but shall nor be obligated, to construct additiofl..al improvements within the CODl.7!lon ~A.rea at aIlY time and from ime to time in accordance with ~~is Declaration for tbe h-nprovement and elli~ancement tc">:tereof and for the benefit of the Association and )wners. so long as such construction does not directly result in t.he h""lCreaSe of such 1iaintenance Charge. Developer shall, upon t.~e Control f ransfer Date, conveyor transfer such improvements to the Association fu'"1d the Association shaH be obligated to accept title to. care for and naintain t..he same as elsewhere provided in this Declaration.

;ection 7.03 Developer's Ri21~ts to Use Common ~tu-eas in Promotion and ]\1arketing of the PropertY and ~An.llexable Area. Developer shall have md hereby reserJes the right to reasonable use of the Corn .. "1lon J\rea and of services offered by the Association in connection with the )foIrlmion and marketing of 1a.TJ.d wlt..!J.ln the bounda..ries of the Property fu"'1d i,\ ... n...l""1exable Area. V/ithout limiting th_e generality of the foregoing, )eveloper may erect and maintai.J."1 on ar:y part of the COIT'll1l0n ruea such sigP...8, ternpo;:-ary buildings and other stm_ctures as Developer may easonably deem necessa..)i or proper in cOili'1ection \\it."1. t.1J.e promotion~ development and marketing of land v"clt.1in u"1e Property and A, ... lJnexable 'uea; may use vehicles and equipment within the COrrtillOn ~A.rea for promotional purposes~ and may permit prospective purchasers of property virhin h1.e bOlmdaries of the Property and Arillexable Area; who are not Owners or Members of t.1'le Association, to use t:.'l;.e COIllilion ~tu-ea at easonabJe times a.."'1d in reasonable numbers; and may refer to the services offered by the Association in CO!l ___ J'.1ection \'lith the development, )romotion and marketing of the Property" and !"'\.t."'1l1exable Area. Fu..rther, the Developer may establish Rules and Reg',.llations fOT t.'"le use of the :o:;nmon .Areas in the Subdivision.

;ectIo!l 7.04 Develoner's Rimts to C-rant fu"'1d Create Easements. Developer shall have a..'1d hereby reser'\les t.1.e right without the consent of ally It.~er_ Owner or the Association, to grant or create temporary or pennanent easements, for access, utilities, pipeli .. "'1e easements, cable television ysternS~ con:ununication a..'ld security· systems, drainage, water and other purposes incident to developmem. sale, operation and rnai11tenance of ie Subdivision. located in" on., llil.der, over, &'1d across (1) t..1}e Lots or other property cvmed by Developer> (ii) the COiTllilOn }llea, and (iii) xisting utility easements. Developer also reserv"es t.."1.e ri~~t, without the consent of any o"G.'1er Ovvner or the Association, to (i) grant or create ::mporarj or permanent easements for access over and across the streets and roads wittJ.Un the Subdiv--1sion to other public Toads fOT t..~e benefit f oVvners of propert}r, regardless of wheu"ler the beneficiary of such easements ovm property which is hereafter made subject to L.'1e jurisdiction f the Association and OJ) permit ovmers of property wit..1.1n the .A.nnexab1e ~A.rea which is not made subject to the jurisdiction of the Association

12

faith for the pm-chase or improveD:;.ent of any Lot fu!.d &l.y renewal, extension, refu-rangement or reEnancing thereof. Each such mongagee of a mortgage encumbering a Lot vIho obtains title to such Lot pursuant to the remedies provided in the deed of trust or mortgage or by judicial foreclosure shall take title to the Lot free and clear of any claims for lliipaid Mainten&-:tce Charges or ollie!" charges or assessments against such Lot which accrued prior to the time such holder acquires title to such Lot. No such sale or transfer shall relieve such transferee of title to a Lot from liability for any Maintenance Charge or other charges or assessments thereafter becoming due or from The lie)) thereof. ~Any other sale or transfer of a Lot shall not affect the Ass-ociation's lien for Maintenance Charges or other charges or assessments. The Association shall ma.1:e a good faith effort to give each such mortgagee sixty- (60) days advance w"ritten notice of the Association's proposed foreclosure of the lien described in Section 6.01 hereof, which notice shaH be sent to w.'1e nearest office of such mortgagee by prepaid United States registered or Certified mail, rehLrn receipt requested, and shaH contain a statement of delinquent Maintenance Charges or other charges or assessment."> upon which. the proposed action is based~ provided, however, the Association'S failure to give such notice shan not impaIr or invalidate 2J.-:ly foreclosure conducted by the A . .ssociation pursuant to tc~e provisions oft.'lis Au-ricle VI.

Section 6.06 Pu...roose of ('"Ie ivlaintenance Charge. The 1-1aintenance Charge levied by the Developer or tc~e Association shall be used exclusively for the purpose of promoting the recreation, health, safet"j, and welfare of the Owners of the Subdivision and other portions of the ll,..nnexable Area which hereafter may become subject to the jl4"isdiction of the Association. In particular, the Maintenance Charge shall be used for any improvement or services in furtheTai"1Ce of Lilese purposes <L"1d t.he performance or the .4...ssociation's duties described in .Article VIII, including the maintenance of me Corp-mon Areas. or Drainage Easements, and the estabhsh.i"Tlent and maintenance of a reserve fund for maintenal"1Ce oftr.1.e Common Areas, or Drainage Easements. The Maintenance Fund may be expended by the Developer or the i\,ssociatlon for any purposes which, in the judgment of the Developer or Association, v,'111 tend to maintain the property values in t..he Subdi\;ision, including, but not limited to, providing ft.L.'1ds for the actu.al cost to the Association of all taxes, insurance. repairs, energy charges, replacement 3J.id maintenance of the Common Area, etc. as may from time to tL-ne be authorized by the Association. Payment of all legal and other expenses incurred in connection ·wittl the enforcement of all charges and assessments, conveyances, restrictions, and conditions affecting the properties to which the mainter~ance fund app1ies, payment of all reasonable and necessary expenses ~"1 connection wit.h the collection fu'"1Q adt!linistralion of the maintenance charges &"1d assessments, landscaping h'! common areas, utilitieso insuranceo taxes, employing policemen and a security force and doing any other thing or things necessary or desirable hl. t.he opinion of t.~e Association to keep the Properties neat and in good order, or which is considered a general benefit of the Ovmers or occupants of the properties, it being understood that t..'f.:!e judgment of the Association in the expendiwre of said fili'"1d shall be final and conclusive so long as such judgment is exercised in good faittl.

Section 6.07 Exempt Property. The following property subject to this Declaration shall be exempt from t.~e Maintenance Charge and all other charges 3..lld assessments created herein: (a) all properties dedicated to and accepted by a local public authority, (b) the COlY'.u""non Area; and (c) all properties owned by the Developer or the Association or a charitable Or nonprofit orga....'1izatlon exempt from taxation by the laws of L1.e State of Texas: however, no land Oi improvements devoted to dwelling use shall be exempt from said Maintenance Charge.

Section 6.08 Handling of Maintenfu""lCe Charges~ The collection a."1d mfu""lagement of the lVlai.."'1tenfu'1ce Charge or ot.\er c'b..arge or asseSSillent levied hereunder~ shall be perrorrned by the Developer until t.he Co:ctrol Transfer Date, at which !hue the Developer shaH deliver to the Association all funds on hand together with all books and records of receipt and disbu...T$ements. The Developer and, upon transfer, the Association., shall maintain separate special aCCOlli"l.ts for these fundso and OVY'llers shall be provided at least a!LTlual1y, infonnation on the MaL"l.tenance Fund as provided in Section 8.07 hereof

AIGICLEVII

DF\ll=LOPER'S RlGHTS A.l""ID RESERVATIONS

Section 7.01 Period of Developer's Rights and Reservations. Developer shall have, retain a-'1d reserve certahi. rights as hereinafter set forth '1;:vith respect to the A.ssociaticn from the date hereof, UIltil the earlier to occur of (i) the Control Transfer Date or (ii) Developer's wTitten notice to the Association of Developer's termination of the rig..~ts described in Article VII hereof. The "Contro! Transfer Date" tS defined in Art1cle 4.02 (b). fhe rig..'1ts and reservations hereiti.after set for'"u'1 shall be deemed accepted 3J.'!d reserved in each conveyance of a Lot by Developer to an O\\'!1er vlhether or not specifically stated therein &"'1d in each deed or other h-:lstr":l..Tllent by ,i' .... hich any pT"operty within the Corrmo!1 .AJea is conveyed by )eveloper. The rights, reservations fu"'1Q easements hereafter set fOTh"! shall be prior and superior to fu""1y ot..'1er provisions of this Declaration and nay not, ·"vimout Developer's prior wTirten consent, be modified, amended, rescinded or affected by any amendmem of 'this Declaration. )eveloper's consent to anyone such a.'L:.endment shaH not be construed as a consent to any other or subsequent amendment.

;ection 7.02 Right to Construct Additional Improvements in COllJJJJ.on Area. Developer shall have and. hereby reserves the right (without t.1e ~onsent of any OI...~e:r Owner)~ but shaH nOt be obligated, to constrtlct additiofl..al improvements within the COr:G-7TI.on Area at a'D.Y time and from ime to time in accordance with ~~is Declaration for tbe h-nprovement and elli~ancement "L'1ereof and for the benent of the Association and )wners, so long as such construction does not directly result in t.'!J.e h'lCreaSe of such Jviaintenance Charge. Developer shalL, upon ~~e Control fransfer Date, convey Of transfer such improvements to the Association fu'"l.d the Association shaH be obligated to accept title to, Cafe for and naintain t..he same as elsewhere provided in this Declaration.

;ection 7.03 Developer's Ri21~ts to Use COIT'.mon ~tu-eas in Promotion and !\1arketing of the PropertY and ~An.llexable Area. Developer s:b...al1 have md hereby reserJes the right to reasonable lise of the Com .. "1lon J\rea and of services offered by the Association in connection with the )rorrwtion and marketing of 1a.TJ.d wlt..!J.ln the bounda..ries of the Property fu'ld i"" ... n...l""1exable A.sea. \Vithout limiting t.he generality of the foregoing, )eveloper may erect and maintai.J."1 on any part of the COIT'll1l0n ruea such sigP...8, tempo;:-ary buildings and other stm_ctures as Developer may easonably deem necessa..)i or proper in cOfu'1ection \\it."1. t.~e promotion~ development and marketing of land v.riu"1in u"1e Property and i\~lJnexable 'uea; may use vehicles and equipment within the COrni--rlOn A.rea for promotional purposes~ and may permit prospective purchasers of property vidtin h1.e bOlmdaries of the Property and Arillexable Area; who are not Owners or Members of t.1'le Association, to use t:.1;.e Corrulion ~"\......-ea at easonabJe times a.."'1d in reasonable numbers; and may refer to the services offered by the Association in COTl ___ J'.1ection \vith the development, )romotion and marketing of the Property" and !"'\.t.--mexable Area. Further, the Developer may establish Rules and Reg'.llations fOT t.'"le use of the :or:nmon .Areas in the Subdivision.

;ectIO!l 7.04 Develoner's Rimts to Grant fu'ld Create Easements. Developer shall have a..'1d hereby reser,,res t.1.e right without the consent of any It.~er_ OWner or the Association, to grant or create temporary or pennanent easements, for access, utilities, pipeli.."'1e easements, cable television ysteD1S~ communication 8...'ld security· systems, drainage, water and other purposes incident to developmem. sale, operation and rnail1tenance of ie Subdivision, located in, on., under, overo <L'ld across (1) t..lJe Lots or other property c--v'vned by Developer, (ii) the COiTllilOn j\rea~ and (iii) xisting utility easements. Developer also reserves t.."1.e rigllt, without the consent of any o"G.'1er Ovvner or the Association, to (i) grant or create ::mporarj or permanent easements for access over and across the streets and roads wittJ.Un the Subdivision to other public TOads for t..~e benefit f oVvners of propert}r, regardless of wneu"ler the beneficiary of such easements ovm property which is hereafter made subject to L.'1e jurisdiction fthe Association and (ii) permit ovmers of property wit..1.1n the .A.nnexable ~A.rea which is not made subject to the jurisdiction of the ?--ssoclation

12

to use the recreational facilities of the Association and OL1.er Common iu-ea, provided that said Owners pay to the Assaciation their proportionate share of the cost of operating and maintaining said recreational facilities 2....Tld COIYl ..... llon .4reas.

Section 7.05 Developer's Right to Convey Additional Common Area to the Association. Developer shaH have and hereby reserv·es the right, but shall not be obligated '[0, convey additional real property and improvements thereon, if any, to t.'1e Association as Common Area at any Dille and from tL"'11e to time in accordance vv1w.'"l this Declaration. v"ithout the cop...sent of any other Ovvner or the Association.

Section 7.06 i\.l.~exation of Annexable Area. Additional residential property and common areas oUIside of the Subdivision Lllcluding, without limitation, the A.TlIleXable Area, may, at any time a.Tld from time to time, be annexed by h'1e Developer into 'b."re real property· which becomes subject to u1.e jurisdiction aIld benefit of the Association, v.rith.out L"!-J.e consent or t::.i1e Owners or a.'lY other party; provided, however, such additionai residential propert)l outside of 6e .~"'lllexable Area may be made subject to th_e jurisdiction of me Association by the Developer. The ovvners of Lots in such ar..nexed properTy, as -well as an oil1er O"lh'ners subject to the jurisdiction of the p,.ssociation, shaH be entitled to t.1}e use and benefit of all COn:L.'TIon Areas, including the Lake, !.t'1at are or may become subject to the j:.rr:isdiction of the Association, provided that such an.."'1exed property is impressed with and subject to at least the Maintenance Charge imposed hereby.

}\ __ R.TICLE VIn DUTIFS Al'iD POWERS OF THE PROPERTY o\VNERS ASSOCIATION

Section 8.01 General Duties and Powers of the -<~sociation. The Association has been formed to fur'-ther the common interest oftt\e Members. The Associatioll, acting tbrOUgll ti'1e Board of Directors or through persons to whom t.."'-le Board of Directors has delegated such po,\vers (&'''10 subject to the provisions of the Byla"W-s), shall have the duties &"'10 po\vers hereinafter set forth and h"'1 general, the power to do anything that may be necessary or desirable to further the CO!Tl...Illon interest of the members, to maintain, improve and ep..hance t.'iJ.e Common }\reas and to improve and enha:."""1ce "tt'le attactiveness, desirability and safet.~.7 of the Subdivision and any portion of the .A,.rl .. ,'1.exable Area which becomes subject to w.'1e jl0...sdiction of the Association. The Association sb.a11 have the aut.l-tority to act as the agent to enter lEtO any and all contracts on behalf of the Members in order to carr; out the -duties, powers 3.!""1Q obligations of the Association as set forth L'1 this Declaration.

Section 8.02 Duty to Accept the ProDem- and Facilities Transferred bv Developer. T;<"}e Association shall accept title to any of the COI1'h"'TIon .Areas or other real property, including any LTtlprovements thereon and personal property tr.fulSferred to "tt'le Association by Developer, a..."'1Q equipment related. thereto, together, wit.'1 Lhe responsibility to perfonn any and all administrative functions and recreation fJDctions associated t.~erewith (collectively herein referred to as "Functions"), provided t...hat such property and Fu..TJ.ctions are not inconsisteni with the terms oft.his Declaration.. Property interest trar"'1sferred to the Association by Developer may include fee siillple title, easements, leasehoid interests and licenses to use such prope-rty·. Any property Or i.J.--lterest in property transferred to the Association by Developer shall be ilvit:.1Un "t.t'le bou..'1daries of the Prope-rtj or Ali"'1exable A..rea_ Any property or interest in property transferred to the Association by Developer shall, except to the extent othen;v-ise specifically approved by resolution of t..l-;.e Board. of Directors, be transferred to the Association free &""10 clear of aU liens ai"1d mortgages (other t.'h.an the lien for property taxes and assessments not then due and payable), but shall be subject to the terms of this Declaration, the terms of any declaration of covenants, conditions and restrictions a.-rmexing such property to the Corp __ ulon Area, a.'1d all easements, covenants, conditions,. restrictions and equitable serv-1tude or oL.'1er encumbr3..tJ.ces which do not materially affect the O'h'Ilers authorized to use such property. Except as ot.ile:r..:vise specifically· approved by resolution of the Board of Directors, no property or interest in property transferred to the Association by the Developer shall impose upon the Association any obligation to make monetfu)r payments !O Developer or cu""1yaffiliate of Developer including, but not limited to, any purchase price, reDt, charge or fee. The property or interest in. property transferred to the Association by Developer shall not impose any lli'1reasonable or special burderrs of o-'.NTlership of property, including u'le ma..T1agement, maintenfu"'1.ce, replacement and operation thereof.

Section 8 __ 03 Dury- to rvlanage and Care for the CO!lliuon ~:Uea and Drainage and Landscape ReseIV·e and Easements. The Association shall manage, operate, care for, maintain and :repair all Com..'!lon .A..reas and keep the same in a safe, attractive and desirable condition for the use a:r:.d =njoyment of the Members. The duty w operate, manage and maintain the Com.rnoIl Areas shall include, but not be limited to the following: =stablishment, operation and mainteD_.ance of a security system, if fu""1Y, for the Subdivision la.'1dscaping maintenance, repair and replacement of :he Nat'.!re Traiis~ maintenance, repair and replacement of the d.rainage easements; mowing of street rights-of-w-ay and other pOrtiOilS of the Subdivision: and management, maintenance, repair and upkeep of the Lake and Common Areas. The Association shall be responsible for naintaLT2ing h'1e right-of--way of all Drainage Reserves, Landscape Reserves, \Vater V/eli Reser.'e and Easements as shown on the Plat of the )ubdivision or referenced thereoa. The Association shall also be responsible for Maintenance of all Reser-ves in the Subdivision commencing .lpon the transfer of such Reserves from the Developer to the Association.

;ection 8.04 Other Tn .. su.""aIlce Bond - The Association shall obtain such insurance as may be required by law, :L.'1c1uding workmen's ;ompensation insurance, and shall have t.'1e power to obtaLr:l such other insurance and such fidelity, indeITl.:-""1ity or other bonds as the Association ;hall deem necessary or desirable_

;ection 8.05 DuN to Prenare Budges. The Association shan prepare budgets for t..'1e Associat!orL, which budgets shall include a reserve fu.t"1d for he rr..a:Ll"ltena.:."'1Ce of all COIlL'l1l0n Areas.

;ection 8.06 Duty to Le\N and Collect the rvlaL.J.tenance Cb...arge. The .Association shall levy, collect a.'"ld enforce the Maintenance Charge and )'ilier charges and assess..rnents as e1sewheI"e provided h"J. this Declaration.

;ection 8_07 Duty to Provide _.A.nIlual Review. The Associatio!1 shall provide for fui. annual unaudited independent review of the accounts oft."1e \.ss0ciation. Copies of rr"e !"e-view shaH be made available to any 11ember who requests a copy of the same upon payment by such Member of lIe reasonable cost of copy-mg the same.

~ection 8.08 Duties \\>1th Respect to ~A.rcbi.tectu.ral Approvals. The Association shall perfonn fw;.ctious to assist the COITnnittee as elsewhere rovided in i\.rticle I\l of!.t.'1is Decla..ratioll.

ection 8.09 Power to Acquire Properrv and Construct Imnrovements The Association may acqui::e property or an interest in property i.n.cluding leases) for the com..rnon benefit of Ov..'11ers including improyements a.11d personal property. The .A..ssociation :may construct nprovements on the Property and may demolish existing improvements.

ection 8. 10 Power to AdoDt Rules and Reg-ulatiol1s. The A .. ssociation may adopt, &--nend, repeal and enforce :rules and regulations (TTRules and .egulationsf1'), :fines~ levies and enforcement provisions as may be deemed necessary or desirable ,vit..i.:l respect to 't.'-1e LTlterpTetation and nplementation of t.'11s Declaration. the operation of t.~e Association? the use and enjoyment of the Com...-non Areas, and the use of fuiy other roperty~ facilities or L.-.npmvements owned or operated by the Association.

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to use the recreational facilities of the Association and OL1.er Common iu-ea, provided that said Owners pay to the Assaciation their proportionate share of the cost of operating and maintaining said recreational facilities 2....Tld Corrnnon Areas.

Section 7.05 Developer's Right to Convey Additional COI".f'ljnOn Area to the AssociatlO!1. Developer shall have and hereby reserv·es the right, but sf"!..all not be obligated '[0, convey additional real property and improvements thereon, if any, to t.'1e Association as Common Area at any Dille and from tLlle to time in accordance V\!1lt1. this Declaration. v"ithout the cop...sent of any other Ovvner or the Association.

Section 7.06 i\.l.~exation of Annexable Area. Additional residential property and common areas oUIside of the Subdivision Lllcluding, without limitation, the A.TlIleXable Area, may, at any time a..Tld from time to time, be annexed by h'1e Developer into the real property which becomes subject to t.1.e jurisdiction aIld benefit of the Association, v/ithout L"!-J.e consent of th.e Owners or a.'1Y other party; provided, however, such additionai residential propen"), outside oft.."1.e .t'\c."'lllexable Area may be made subject to the jurisdiction of the Association by the Developer. The Q1NnerS of Lots in such ar.nexed properry·, as -IiFell as all other O"lh'ners subject to the jurisdiction of the p..ssociation, shall be entitled to t.1}e use and benefit of all Corrunon Areas, including the Lake, t.'-:tat are or may become subject to the jurisdiction of the Association, provided that such an.."'1exed property is impressed with and s1!bject to at least the Maintenance Charge imposed hereby.

}\ __ R.TICLE VIn DUTIFS Al'iD POWERS OF THE PROPERTY mVNERS ASSOCIATION

Section 8.0l General Duties and Powers of the .. '\ssociation. The Association has been formed to wilier the COIT'illlOn interest ofL~e Members. The Association, acting through the Board of Directors or through persons to whom t.."'-le Board of Directors has delegated such po,\vers (&'''10 subject to the provisions of the Bylaws), shaH have the duties &"'1G po\vers hereinafter set forth and h"'1 general, the power to do anything that may be necessary or desirable to fuIther the CO!1"l...Illon interest of the members, to maintain, lITl..prove and ep..hance t.'iJ.e Common /u-eas and to improve and enha:."""1ce "tt'le attactl\reness, desirability and safe~i of the Subdivision and any portion of tbe Arillexable Area whi.ch becomes subject to w.'1e jur.-sdiction of the Association. The Association sb..a11 have the aut.1J.ority to act as the agent to enter iDtO any and all contracts on behalf of the Members in order to carr; out the duties, powers fulQ obligations of the Association as set fOlth L'1 this Declaratioll.

Section 8.02 Duty to Accept the ProDem- and Facilities Transferred bv Developer. The Association shall accept title to any of the COI1'h"'TIon .Areas or other real property, including any LTtlprovements t.'1ereon and personal property tr.fulSferred to t."'1e Association by Developer, and equipment related thereto, together, with Lf1e responsibility to perfonn any and all administrative functions and recreation fJDctions associated t.~erewith (collectively herein referred to as "Functions"), provided Lhat such property and Fu..TJ.ctions are not inconsisteni \vi.th the terms oft.his Declaration.. Property interest trfu"1sferred to the Association by Developer may include fee simple title, easements, leasehoid interests and licenses to use such property·. Any property Or i.J.""lterest in property transferred to the Association by Developer shall be ilv1t:."lUn t.~e bou..'1daries of the Propert)T or fuli"'1exable A..rea_ Any property or h!terest in property transferred to the ASSOCIation by Developer shalt except to t.l-:te extent othen;vise specifically approved by resolution or t..l-;.e; Board. of Directors, be transferred to the Association free &lG clear of aU liens ai"1d mortgages (other t.'h.an the lien for property taxes and assessments not then due and payable), but shall be subject to the terms of this Declaration, the tenus of any declaration of covenants, conditions and restrictions a.-rmexing such property to the COITl __ D.10n Area, a..'1d all easei1.1ents, covenants, conditions,. restrictions and equitable servitude or ot.'1er encumbr3..tJ.ces which do not materially affect the O'h'Ilers authorized. to use such property. Except as ot.ilen:vise specifically· approved by resolution of the Board of Directors, no property or interest in property transferred to the Association by the Developer shall impose upon the Association any obligation to make monetac-y payments to Developer or fu""1yaffiliate of Developer including, but not limited to, any purchase price, rent, charge or fee. The property or interest in property" transferred to the Association by Developer shall not impose any ur..reasonable or special burdens of o-vvnersnip of property, including "tt'le ma..T1agement, maintenfu"J.ce, replacement and operation thereof.

Section 8.03 Dury- to fylanage and Care for the Common };Iea and Drainage and Landscape ReseIV·e and Easements. The Association shall manage, operate, care for, maintain fu""1Q :repair all Com...'!lon A,reas and keep the Sfu--ne in a safe, attractive and desirable condition for the use a:r:.d =njoyment of the Members. The duty w operate, manage and maintain the Com..rnoE Areas shall include, but not be limited to the following: =stabllshment, operation and maintenance of a security system, if fulY, for the Subdivision la.'1dscaping maintenance, repair and replacement of :he Nat'Jre T raiis~ rnamte!J.3TIce, repair and replacement of the d..rainage easements; mowing of street rights-of-way and other portions of the Subdivision: and management, maintenance, repair .fu-lci upkeep of the Lake and Common ,Areas. The Association shall be responsible for naintainlng h'1e right-of--way of all Drainage Reserves, IAndscape Reserves, Vlater V/eli Reser.'e and Easements as shown on the Plat of the )ubdivision or referenced thereoa. The Association shall also be responsible for Maintenance of all Reserves in the Subdivision commencing ~-pon the transfer of such Reserves from the Developer to the Association.

;ection 8.04 Other Tr ..... su.---ance Bond - The Association shall obtain such insurance as may be reqlJ.lred by law, :L."'1c1uding workmen's ;ompensarion insurance, and shall have t.'1e power to obtaLr:l such other insurance and such fidelity, indew.nity or other bonds as the Association ;nall deem necessary· or desirable_

;ection 8.05 DuN to Prenare Budges. The Association shaH prepare budgets for the Associatio~, which budgets shall include a reserv·e fli;."1d for he maintena.:."'1ce of all Cowmon Areas.

;ection 8.06 Duty to L.e'Fi and CoHee! the l'vlaL."'1tenance Cb...arge. The _Association shall levy, collect a.'"ld enforce the Maintenance Charge and )'ilier charges and assessments as e1sewneI"e provided hJ. this Declaration.

;ection 8_07 Duty to Provide iuLTJ.ual Review. The Association shall provide for fu'l annual1lnaudited ind.ependent review of the accounts of t."1e \.ssociation. Copies of the :review shaH be made available to any li-1ember who requests a copy of t.he same upon payment by such Member of lIe reasonable cost of copying the S3rrte.

~eetion 8.08 Duties -,;.rith Respect 10 _A.rchitectural Aporovals. The Association shall perfonn fJ.!."-lctious to assist the COIYnnittee as elsewhere rovided in i\_rticle I\l of w.'1is Decla.ration.

ection 8.09 Power to Acquire Properrv and Construct Imnrovements The Association may acqui!"e property or an interest in property lncluding leases) for the COIrmon benefit of Ov..'Ilers including improvements a..11d personal property. The l\ssociation may construct nprovements on the Properly and may demolish existing improvements.

ection 8. 10 Power to Adont Rules and. Reg-ulatiol1s. The A . .ssociation may adopt, &--nend, repeal and enforce rules and regulations (TTRules and .egulationsf1'), :fines~ levies and enforcement provisions as may be deemed necessary or desirable v~iL~ respect to t,~e LTlterpTetation and nplementation of t.'1is Declaration. the operation of t.~e Association? the use and enjoyment of the Com...-non Areas, and the use of fuiy other roperty~ facilities or L.-.nprovements owned or operated by the Association.

13

Section K11 Power to Enforce Restrictions and Rules &"'1d Regu.iations. The Association (3..iid any O'Wner wit.~ respect only to the remedies described in (ii) below) shall have the power to enforce the provisions of tbis Declaration and the Rules and Regtllations ruiG shan take such action as the Board of D~:>ectors deems necessary or desirable to cause such compliance by each :l\.:fember and each Related User. Viithom limiting 'tt'1e generality of t.~e foregoing, the i\ssoclation shaH have L~e power to enforce the provisions of this Declaration and the Rules 3...T1d Regulations of t..'1e Association by anyone or more of the follm'Ving means: (i) by entry upon any property wit.~in 6e Subdivision after notice and hea.ring (u..'11ess a bona fide emergency exists in which event this right of entry may be exercised "\\rit.hout notice (vvritten or oral) to the O\VI1er in such m.a.tli'1er as to avoid 3..i-:.y llTl..reasonable or UIL'1eCessary interference with the lawlul possession., use or enjoyment of the improvements situated thereon by t.\e O\V!1er 0, any other person), without liability by t."l-:te Association to the OVv1!er thereof, for the purpose of enforcement of this Declaration or the Rules and Regtllations; (ii) by commencing fu~d maintaining actions and suits to retain and enjoin any' breach or threatened breach of u"1e provisions of this DecIaration or the Rules a..'1ct Regulations; (iii) by exclusion, after notice and hearing, of any Member or Related User from use of any rec:reatIonal facilities Vi.rithi...l1 the C01T'_:'11on Areas during and for up to sixty (60) days follo'Wing any breach of t..1ris Declaration or such Rules and Regulations by such Member or any Related User, unless the breach is a continuing breach in which case exclusion shall continue for so long as such breach continues; (iv) by suspension, arrer notice and hearing, of the votL71g rights of a Mew.ber du..'i.ng and for up to sixty (60) days foHow-iug any breach by such Member or a Related User or a provision of this Decla:ration Or such Rules a.."1d Regulations, unless the breach is a continuing breach in which case such suspension shall continue fOT so long as such breach continues: (v) by levyiIlg aile collectingo after notice aTlQ hearingo an assessment against any Member for breach of this Declaration or such Rules and Regulations by such Member or 2. Relared User which assessment reimbursed the Association for the costs incurred by t.he Association in cor.d""1ection wit..~ such breach; (vi) by le\1)'LTlg and collecting, after notice and hearing, reasonable and llitifonniy applied fines a.."1d penalties, established L'1 advance i..'fJ. the Rules and Regulations of the Association, from any Member or Related User for breach of this Declaration or such Rules and Regu.lations by such Member or a Related User: and (vii) by taking action itself to cure or abate such violation and to charge the exper...ses thereof, if rutY, to such violating Member, plus attoIT,ey's fees incurred by the AssociatIon with respect to exercising such remedy.

Before Ihe Board may i.nvoke t.l-J.e remedies provided above, it shall give registered or certified notice of such alleged violation to OVilller, a.."'1d shall afford the OwTler a hearhlg_ If, after t."tJ.e hearing, a violation is found to exist, t.1.e Board's right to proceed with the listed remedies shall become absolute_ Each day a violation cont1nutes shall be deemed a separate violation. Failure OfLf1e Association, the Developer. or of any O"vner to take any action upon any breach or default wit.'h. respect to any of t.'1e foregoing violations shaH not be deemed a waiver of their right to ta..lce enforcement action thereafter Or upon a subsequent breach or default.

Section 8.12 Power to Grc..nt Easements_ In addition to any blanket easements described in (rus Declaration, li~e Association shall have the power to gra.11t access, utility~ drainage, water facility ald ot.'1er such easements in, on, over or under the Common Area.

Section 8.13 Power to Corveva.11G Dedicate FroDem- TO Gove!Ili.-nent Agencies. The Association shall have t.he power to gTa.'1t, convey, dedicate or transfer any COIl1 . .'llon _Areas or facilities to 2I1Y public or goverrunental agency or authority for such pu.,yoses and subject to such terms and conditions as the Association shall deem appropriate., which power may be exercised (i) prior to t.."l]e Control TrruIsfer Date by t.~e Board of Directors and (ii) from and after the Control Transfer Date by u'le Associatiot:~ ,,\~th t.1.e approval of not less than hVo-t,.~irds (2/3rds) of t."lJ.e Members agreeing in wTiring or by voting at any schedded meeting of the 1vlembers and v;,-l"L."'l the prior written approval of t.l}e Developer. The Association !TIay~ subject to the limitations of t.~e preceding sentence, convey property- to a public or governmental agency OT authority in lieu of such property being condemned by such public or goveITu-uental age!lcy or authority.

Section 8.14 Powe.r to Remove and .4:0Domt Members of a Committee_ G.'1.e Association shall have the power to remove a.."1y member of a Corrunittee "W'it...'1 or IiVithout cause_ The Association shall have the power to appoint new members to a Committee to fill any vacancies on any Committee_

A.R..TICLE IX

GENER.Al PRO'VISIONS

Section 9,01 T eTI!}_ The provisions hereof shall run with all property in t...~e Subdivision CllId shall be binding upon all Owne:rs ruld all persons ::laiwing under t."1em for a period of Forty (40) yea,."'"S from the date this Declaration is recordedo after which time said Declaration shall be autoJil..aticaliy extended for successive pe-r~ods of ten (10) years each, unless an ifl..strul11ent, signed b)" not iess than tv/o-thirds (2/3rds) of the then Owners (including the Developer) of the Lots has been recorded agreeing to cancelo amend or change, in \,,'hole or in part_ this Declaration. Section 9.02 i\mendments . This Deciarar:ion may be amended or cha.rJ.ged, in whole or i.l. part, at anytime by the VvTitten agreement or signed Ja110t of OVlilers (i:.'1.cluding the Developer) entitled to cast not less t.'l-J.an DNo-thirds (2/3rds) of me votes of aU of the Ov><ners. If the Dec1a.ration .s amended by a \Al'ri.tten rr!S!:rl.lrrlel1t signed by those O\:vnerS entitled to cast not less than two--u"1irds (2/3rds) of all of the votes of tb.e Owners of he Associationo such amen<it!1ent must be approved by said Owners witb-in L."irree hUl1dred SLxty-:five (365) days of t.qe date the fust Ovvner ~xecutes such aluendment_ The date an O'/itl1er's signature is acknowledged shaH constitute prima facia evidence oftne date or execmion of said l.mendment by such Owner. Th.ose Members (Owners, Including the Developer) entitled to cast not less ilian tVi/o-thirds (2!3rds) of all of the iotes of the Members of the Association IT..ay also vote to aInena dUs Declaration, 1I'J. person, or by proxy, at a meeting of G."1.e Members (OVJners o neluding the Developer) duly called for such pu.:.-pose, w-ntten notice of which shaH be given to all Owners at least ten (10) days and not more 'han sixty (60) days in advance and shall set forth L"1.e purpose of such meeting. Notvvithstanding any provision contained iII the Bylaws to the :ontrary, a qllOruIl1, for purposes of such meeting, shall consist of not less than seventy percent (70%) of all of t..~e Members in person or by )wxy) entitled to vote_ P ... ny such amendment shall become effective when an instrument is filed for record in the Real Property Records of 3razoria COlL'l1ty, accompanied by a certificate, signed by a majo;it"y of t..fJ.e Board of Trustees, stating t.~at the required number of Members O\VIlers~ including t.1;.e Developer) executed the L"'1strtlment amending this Declaration or cast a written vote_ in person OT by proxy', in favor of aid amendment at the meeting called for such purpose. Coples of the vvritten ballots pert.aining to such amendment shall be retained by the \ssociation for a period of not less t.h.a.'1 tbree (3) years after L'1e date or filing of the a..-:nendment or teimination. An:y attempt to amend L.'lese estrictions ro change tt1e deI'tsity provisions of p,rticle IE must obtain the prior approval of"L"h.e Brazoria County Commissioners Court.

;ection 9_03 Amenchllents bv -u~e Developer. The Developer shaH have fu"ld reserves L~e right at fu-W lime and from time to time prior to tl"1e ~ontrol Transfer Date. \,\rit:.'lOut the joinder or consent of any Owner or OL~eT party-, to amend 'G.'1is Declaration by an instr:lment in writing duly ig..."1e<i, acknowledged, a.l1.d filed for record for the pu..rpose of correcting any typographical Or graI11J.-natical errOl" oversighto ambigu.ity or l1consistencyappeari"""l.g, herell"1_ provided that any such amendment shall be consistent \ViL'1 and in furtherance of w'1e general plan a.."1d scheme .f development as evidenced by t.his Declaration and shall not impair or adversely affect the vested propers"- or other rights of any Ov.'l1er or }.is 10rtgagee. Additior..ally, Developer shaH have ald reseI'\leS u'1.e right at any time and from time to time prior to the Control Transfer Date_ fit-hour t:.~e joinder or conseut of any Owner or other pan:y, to amend this Declaration by an instrument In writing duly signed, acknowledged

14

Section 8_11 Power to Enforce Restrictions and Rules &"'1d Regu.iations. The Association (3..iid any O'WTIe with respect only to the remedies described in (ii) below) shall have the power to enforce the provisions of t.his Declaration and the Rules and Regtllations ruld shall take such action as the Board of Directors deems necessary or desirable to cause such compliance by each :l\.:fember and each Related User. Viit"hom limiting 'tt'1e generality of t.~e foregoing, the i\ssoclation shaH have L~e power to enforce the provisions of this Declaration and the Rules 3...T1d Regulations of L"1.e Association by anyone or more of the follm'Ving means: (i) by entry upon any property witr.~in t.'le Subdivision after notice and hea.ring (u..'1less a bona fide emergency exists in which event this right of entry may be exercised "\\rit..h.out notice (vvritten or oral) to the O\V.ner in such matl.!"'1er as to avoid fu"1Y U11reasonable or lli1...'1eCessary interference wlt.."l-J. the lawlul possession., use or enjoyment of t..~e improvements situated thereon by t.\e OviTner o. any other person), without liability by t.l-:te Association to (he OVv1!er thereof, for the purpose of evJorcement of this Declaration or the Rules and Regtllations; (ii) by commencing fu"ld maintaining actions and suits to retain and enjoin any' breach or threatened breach of u"1e provisions or this DecIaration or the Rules a..'1ct Regulations; (iii) by exclusion, after notice and hearing, of any Member or Related User from use of any recr-eatIonal facilities Vi.rithi...'! the C01Tl_:'11on Areas during and for up to sixty (60) days follo'Wing any breach of t..1ris Declaration or such Rules and Regulations by such Member or any Related User, unless the breach is a continuing breach in which case exclusion shall continue for so long as such breach continues; (iv) bY' suspension, after nOlice and hearing, of the voti.71g rights of a Mernber du..'ing and for up to SiXIY (60) days follow--ing any breach by such Member or a Related User or a provision of this Declantion or such Rules a.."1d Regulations, unless the breach is a continuing breach in which case such suspension shall continue fOT so long as such breach continues: (v) by levyiIlg aile collecting, after notice aTlQ hearing, an assessment agai:nst any Member for breach of this Declaration or such Rules and Regulations by such Member or 2. Relaled User which assessment reimbursed the Association for the costs incurred by t.he Association in cor.d""1ection \vit..~ such breach; (vi) by le\1)'ing and collecting, after notice and hearing, reasonable and lli!.lform.i.y applied fines a.."1.d penalties, established 1..'1 advance L'fJ. the Rules and Regulations of the Association, from any Member or Related User for breach of this Declaration or such Rules and Regu.lations by such Member or a Related User: and (vii) by taking action itself to cure or abate such violation and to charge the exper..ses thereof, if fu"1)!, to such violating Member, plus attorr:r.ey's fees incurred by the Association with respect to exercising such remedy.

Before tr:.e Board may i.nvoke t..~e remedies provided above, it shall give registered or certified notice of such alleged violation to OVilller, a.."'1d shall afford the OwTler a hearhlg. If, after t.."tJ.e hearing, a violation is found to exist, t.1.e Board's right to proceed with the listed remedies shall become absolute. Each day a violation cont1nutes shall be deemed a separate violation. Failure OfLf1e Association, the DeveJoper. or of any O"vne:r to take any action upon any breach or default wit.'h. respect to any of L'1e foregoing violations shan not be deemed. a waiver of their right to talce enforcement action thereafter Or upon a subsequent breach or- default.

Section 8.12 Power to Grant Easements. In addition to any blanket easements described in t..iTIs Declaration, L"'1e Association shall l',.ave the power to graIlt access, utiliry, drainage, water- facility <hid ot.'1er such easements in, on, over or under the COITl..TIlon Area.

Section 8.13 Power to Corveva.n.d Dedicate ProDernr TO Gover:;::u-nent Agencies. The Association shall have t.1).e power to gTa.'1t, convey, dedicate or transfer any COIl1.:llon .Areas or facilities to any public or govem..rnental agency or authority for such pu.yoses and sDbject to such lerms and conditions as the Association shall deem appropriate, which power may be exercised (i) prior to t."l]e Control TrruJ.sfer Date by t.~e Board of Directors and (ii) from and after the Control Transfer Date by u'le Associati.or.:~ with tIle approval of not less than tvjo-G~irds (2/3rds) of t."lJ.e Members agreeing in wTicing or by voting at any schedded meeting of the :Lvlembe:rs and ViriL1. the prior \vritten approval of t..l}e Developer. The Association may~ subject to the limitations ofth.e preceding sentence, convey property· to a public or governmental agency OT aut..'1ority in lieu of such property being condernned by such public or gove:r!lJ."TIental age!lcy or authority.

Section 8.14 Powe.r to Remove and ADDoint Members of a Committee. The Association shall have the power to remove a..""1Y member of a Corriffiittee ViTit...'1 or IiVitnout cause. The Association shall have the power to appoint new members to a Committee to fill any vacanCIes on any Committee.

A.."R..TICLE IX

GENER.Al PRO\lISIONS

Section 9.01 TeITIl. The provisions hereof shall run with all propert:v' in t..~e Subdivision CllJ.d shall be binding upon all Owners aIld all persons ::laiwing under U.~em for a period of Forty· (40) yea.."'""S from the date this Declaration is recorded o after which time said Declantion shall be automatically extended for successive periods of ten (l0) years each, unless an instrument, signed by' not iess than tv.'o-thirds (2/3rds) of the then Owners (including the Developer) of th.e Lots has been recorded agreeing to cancelo amend or change, in ,,,'hole or in part. this Decla-;:-ation. Section 9.02 i\mendments . This Decla.rallon may be amended. or chaIlged, in whole or III part, at anytime by the Vv'ritten agreement or signed Jal10t orOVlilers (i:.'1.cluding t.>1e Developer) entitled to cast not less t.1.aIl DNo-thirds (2/3rds) of me votes ofa11 of the Owners. If the DecIa.rz.rion S amended by a Vlritten ir!Strument signed by those O\:vners entitled to cast not less than two-u~irds (2/3rds) ofa11 of the votes oft..'1e Owners of he Associationo such amen<it!1ent must be approved by said Owners within L."irree hlliJ.dred sLxr-y-five (365) days of t.~e date L.~e first Ovvner ~xecutes such aluendment. Th.e date an O'vitl1er's signature is acknowledged shaH constitute prima facia evidence of the date or execmion of said l.mendment by such Owner. Those Members (Owners, Including the Developer) entitled to cast not less 'ilian nO/o-thirds (2!3rds) of all of the iotes of the Members of the Association IT'...ay also vote to aInena rhis Declaration, in person, or by pmxy, at a meeting of tt"'1e Members (OVJnerso ncluding the DeVeloper) duly called for such plli-pose, w-ntten notice of which shan be given to an Owners at least ten (10) days and not more han sixty (60) days in advance and shall set fort.b. L"1.e purpose of such meeting. Notvvithstanding any provision contained iII the ByJaws to the :ontraI)', a quorum. for purposes or such meeting, shall consist of not less than seventy percent (70%) of all of t..~e Members in person or by )wxy) entitled to vote. Any such amendment shall become effective when an instrument is filed for record in the Real Property Records of 3razoria COlL'l1ty, accompanied by a certificate, signed by a majo;it"y of t..fJ.e Board of Trustees, stating t.~at the required number of MembeiS ovvners~ including t.1;.e Developer) executed the L"'1strtlment amending this Declaration or cast a written vote. in person 0"[ by proxy, in favor of aid amendmem at the meeting called for such purpose. Coples of the vvntten ballots pertaining to such amendment shall be retained by the \ssociation for a period of not less t.h.a.'1 three (3) years after L'1e date or filing of u~e a,.--:nendment or termination. An:y attempt to amend L.'lese estrictions ro change the density provisions of Pr.:icle III must obtain the prior approval of Lf.J.e Brazoria County Commissioners Court.

;ection 9.03 Amenchllents bv u~e Developer. The Developer shaH have fu"ld reserves t."h.e right at any time and from time to time prior to u1.e :ontrol Transfer Date. \vithout the joinder or consent of ru"1.Y Owner or O-L'1er party-o to amend t..'1is Declaration by an instr...rment in writing duly ig..."1ed.., acknowledged, 3...l1.d filed for record for the pu..rpose of correcting any typographical Or gr.an1J.-natical error, oversight, ambiguity or [tconsistencv apDearL'l.g, herei.!."1~ provided that anv such amendment shall be consistent V .. r:iL'1 and in furtherance of L'1e general plan a..'1d scheme .f developrr:ent;s evidenced by Lhis Declaration ~TId shall not impair or adversely affect the vested properry' or other rigb:ts of any Ov.'l1er- or his 10rtgagee. Additionally, Developer shaH have ru"1G reseDles u'1e right at any ti..--ne and from time to time prior to the Control Transfer Date. fit-hour t,.~e joinder or conseut of any Owner or other pany, to amend this Declaration by an instrument in writing duly signed, acknowledged

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and filed for record for t...'1e purpose of permitting the Owners to enjoy t:.'1e benefits from tecr ..... 'lological adVfui.CeS, such as security, cOIT1TI1UJ"ications or energy-related de'vices or equipment wr,ich did not exist or were not in COITl..IDon use in residential Subdivisions at t.he time this Declaration was adopted. Likewise, t.t:te Developer shall have and rese.f\les tile ng..'1t at any time and from time to time prior to the Control Transfer Date, wiw.~out t.~e joinder or consent of any Ovmer or other pa..-ty, to amend t."1is Declaration by an instnll."TIent in writing duly signed_ acknowledged and filed for record for the pu...-pose of probbiting the use or any device or apparatus developed andlor available for residemial use following t..h.e date of 41.1S Declaration if the use of slich device or apparatus will adversely affect the Association or vlill adversely affect the property values within t..h.e Subdivision. Any attempt to amend these restrictions to change the density provisions of Article III mUSI obtain the prior approval of the Brazoria COlk'lty Corn .. T111ssloners COlLrt.

Section 9_04 Senrerabihtv. Each of t..h.e provisions of this Declaration shall be deemed. independent a.'1d severable and ul.e invalidity or unenforceabiEty or partial invalidity or par-Lial unenforceability 0:1 any pro'llision or portion hereof shall not affect the validity or enforceability or any other provision. A,ny attempt by the developer to amend illese restrictions to ch<iL'1ge the density provisions of Article III mUS'l: obtain u'1e prior approval of t.'1e Brazoria County .. COI!ll.-:nissioners Court.

Section 9 .. 05 Liberal Interpretation. The pro'l,isions of this Declaration shall be liberally constn.led as a whole to effectuate L~e pllipose of 'LiTIs Declaration.

Section 9.06 Successors and Assignees. The provisions hereof shan be bh""1ding upon a..D.d it-mIe to tr'1e benefit ofu'1e O'wners, the Developer and the .A.ssociation, and their respective heirs, legal representatives, executors, ad..rninistrators, S'ECCeSSOTS and assigI1s.

Section 9_07 \Vater Rights_ The water in the bayou is public water as that term 1s defined in the Texas Water Code §11.021, end as may be amended., and as such the public has a right to use the canals and lakes.

Section 9.08 Effects of Violations on Mongages. No violation of the provisions herei.ti contained, or &'1Y portion hereof, shall affect tt1.e lien of any mortgage 0. deed of trust presently or hereafter placed of record or otherwise affect the rig;.'1ts of the mortgagee under any such mortgage; the holder of any such lien or beneficiary of any such deed of trust; and ru-:lY such mortgage, lien, or deed of trust may, nevertheless, be enforced L71 accordance with its terrns~ subject, however, to the Provisions herein contained.

Section 9.09 Te:rrninolog'il. All personal prOnoUtiS used in this Declaration a..1d all exhibits attached hereto, whet,';,er used in the masculine, feminine or neuter gendero shall include an other genders; the singular shall include the plural a..'1d vice versa. Title of Pu .:.~cles a.."1d Sections are for convenience only and neither Emit nor amplif)r the provisions of t..his Declaration itself. Th.e terms "hereiD._" "hereof" and similar terms, as used in this instrlL."11ent., refer to the entire agreement and are not limited to referring only to the specific paragraph, section or article in which such terms appear. All references in this Declaration to Ex...1llbits shall refer to tile Exhibits attached hereto.

Section 9.10 Developer's Rights and. Prerogatives. Prior to the Control Transfer Date, the Developer may file a statement in L"lJ.e Real Property Records of Brazoria County, which expressly provides for the Developer'S 0) dIscontjnuance of the exercise of any right or prerogative provided for in this Declaration to be exercised by the Developer or (1i) assignmem to a.."'1Y third party owning property" in the Subdi\,islon or Annexabie Area, of one or more of Developer's specltlc r!ghts and prerogatives provided in. this Declaration to be exercised by Developer. T:'1e assignee designated by Developer to exercise one or more of Developer's rig,."'J.!S or prerogatives hereunder shall be entitled to exercise such right or prerogative until 't..'1e earlier to occur of the (1) Control Transfer Date or (1i) date that said assignee files a statement Lt"1. t..he Real Properry Records of Brazoria County~ which expressly provides for said assignee's discontinuance of the exercise of said rig..~t or prerogative. From and after the date!:'1.at the Developer discontinues its exercise of a.DY right: or prerogative hereu:::der and/or assigns its rig..D.r to exercise one or ;nore of its rig,.'lts or preogatives to an asslgTIee, the Developer shall not L."1cur any liability to arTy O\VTIer, the Association or any other party by reason of the Developer'S discontinua...'1ce or assignment of the exercise of said rig....l;.t(s) or prerogative(s). Upon the Developers AssigTh."tlent of its rights as of the Control Transfer Date to the Association_ the Association shaH be entitled to exercise all the rig..'hts 3!ld prerogatives of the Developer.

IN WITNESS \VHEREOF, i,'1e undersigned, being tb.e Developer herem, has hereUt""1::o ser its hand as of tt1is ~ day of /ll9-!f- 2008_

STATE OF TEXAS §

COUNTY OF BRAZORIA § - /Y)

Tnis instrument was acknowledged before :me OD. t..he 4~ day of / /1 (fLy , 2008, by Davy Roberts, Authorized Agent of O.AK\\rOOD SHORES, LLCo a Delaware Lirrjtea Liability Company, in the capacity-thekrn stated and as the act and deed of said company.

~\\\llImilJIIIIIII. ~',*,~IEN MOa ~~ ~v..."t>"";.",o."~"" !9~~ § .. : .. ~~qy P!.iB.·9::~ ~ ~ .. -""'''''*''-0\ ~ .... '" .. -~ [ ~ ~ =~fi>. ~:~ - -~ ~~..;>.,~ ~ ..... -i'?E"""-I:1;.~ .0 ~ ~ ~ ~;;:;-;'" § ~ .... ~t1H!.:::!<S~ ~

'%I'/, 7o.1~~~~ :f.llfJJIIe~~"~·

~ /7 , ,

... " __ ~PilXsz;-NOT .. A....R.y PUBLIC, State of Texas

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and filed for record for t...'1e purpose of permitting the Owners to enjoy t:.'1e benefits from tecr ..... 'lological adVfui.CeS, such as security, cOIT1TI1UJ"ications or energy-related de'vices or equipment wr,ich did not exist or were not in COT0..Il'lDn use in residential Subdivisions at the time this Declaration was adopted. Likewise, Li-:te Developer shall have and rese.f\.'es tile rig..1.t at any time and from time to time prior to the Control Transfer Date, wiw.~out t.~e joinder or cop sent of any Owner or other Pfu-Ly, to amend L"1is Declaration by an instnll."TIent in writing duly signed_ acknowledged and filed for record for t.~e pu...-pose of prorJbiting the use or any device or apparatus developed and/or available for residemial use following "the date oft..~is Declaration if the use of s12ch device or apparatus will adversely affect the Association Or vlill adversely affect the property values within t..he Subdivision. Any attempt to amend these restrictions to change the density provisions of Article III mUSI obtain the prior approval of the Brazoria COlk'lty CO!n .. T11issloners COlLrt.

Section 9_04 Senrerabihtv. Each or t..h.e provisions of this Declaration shall be deemed. independent 3..11d severable and ul.e invalidity or unenforceabiEty or partial invalidir-j or par-Lial unenforceability OT any provision or portion hereof shan not affect the validity or enforceability of any other provision. A,ny attempt by the developer to amend t.."fJ.ese restrictions to ch<iL'1ge the density provisions of Article III mUSI obtain u'1e prior. approval of t.\e Brazoria County COTIl.!.-nissioners Court.

Section 9 .. 05 Liberal Interpretation. The pro-visions of this Declaration shall be liberally constn.led as a whole to effectuate L~e pllipose oft..iU.s Declaration.

Section 9.06 Successors and Assignees. The provisions hereof shall be bh""1ding upon a..T1d mUle to 'tt'1e benefit of£'1e O'wners, the Developer and the .A.ssociation, and their respective heirs, legal representatives, executors, ad..rninistrators, successors and assigns.

Section 9_07 Water Rights_ The water in the bayou is public water as thaT term is defined in the Texas \Vater Code § 11.021, end as may be amended., a:r...d as such the public has a right to use the canals and lakes.

Section 9.08 Effects of Violations on Mon2:a2:es. No violation of the provisions herei.ti contained, or &''1Y portion hereof, shall affect tt1.e lien of any mortgage Oi deed of trust presently or hereafter placed of record or othenvise affect the rights of tl.1e mortgagee under any such mortgage; the holder of any such lien or beneficiar,} of any such deed of trust; and illlY such mortgage, lien, or deed of trust may, nevertheless, be enforced L71 accordance with its terrns~ subject, however, to the Provisions herein contained.

Section 9.09 Terminolog'V. All personal prOnOUtiS used in this Declaration a..1d all exhibits attached hereto, whet.'1er used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural a..'1d vice verSa. Title of Pu-ncles a.."1d Sections are for convenience only and neither Emit nor amplii), the provisions of t..his Declaration itself. Th.e terms "hereiD._" "hereof" and similar te:iTIlS, as used in this instnL."11ent., refer to the entire agreement and are not limited to referring only to the specific paragraph, section or article in which such terms appeaL All references in this Declaration to Ex...1llbits shall refer to the Exhibits attached hereto.

Section 9.10 Developer's Rights and Prerogatives. Prior to t..he Control Transfer Date, the Developer may file a statement in L"lJ.e Real Property Records of Brazoria County, whlch expressly provides for the Developer's 0) dlscontjnuance of the exercise of any right or prerogative provided for in this Declaration to be exercised by the Developer or (ii) assignmem to a.."'1y third party owning property" in the Subdi"islon or Annexabie Area, of one or more of Developer's specltlc r!ghts and prerogatives provided in this Declaration to be exercised by Developer. T:'1e assignee designated by Developer to exercise one or more of Developer's rig,."'J.ts or prerogatives hereunder 3-hall be entitled to exercise slich right or prerogative until 't..1.e earlier to occur of the (1) Control Transfer Date or (1i) date that said assignee files a statement Lt"1. t..he Real Property Records of Brazoria County~ which expressly provides for said assignee's discontinuance of the exercise of said rig.."1t or prerogative. From and after the date!:'1.at t.he Developer discontinues its exercise of any right: or prerogative hereu::der and/or assigns its rig..ht to exercise one or more of its rig,.'lts or preogatives to an assigT~ee, the Developer shaH not L."1cur any liability to arTY O\VTIer, the Association or any other party by reason of the Developer's discontinua...'1ce or assignmen~ of the exercise of said ng....l;.t(s) or prerogative(s). Upon L'1e Developer's AssigIl!nent of its rights as of the Control Transfer Date to the Association_ the Association shaH be entitled to exercise all the rig..'hts and prerogatives ofrhe Developer.

IN WITNESS WHEREOF- Lee ~~ 2008. .

undersigned, being t..he Developer berei.:."'1, has hereum:o ser its hand as of t.'llS ~ day of

STATE OF TEXAS §

COuNTY OF BRAZORIA §

h--h /'/J Tnis instnlment was acknowledged before me on t..he {;2 ~ day of / /1 (fLy 2008, by Davy Roberts, Authorized Agent of O.AK\\rOOD SHORES, LLCo a Delaware Limited Liability Company, 1...'1 the capacity=thetein stated and as the act and deed of said company.

/7 ~ ... _-~s-----NOT .. A....R.y PUBUC, State of Texas

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