(c) "Board" or "Board of Directors" shall mean and refer to the Board of Directors of the Association.

(d) "Bylaws" shall mean and refer to the Bylaws of the Association, as same may be amended from time to time.

(e) "Certificate of Incorporation" shall mean and refer to the Certificate of Incorporation of the Association, as same may be amended from time to time.

(f) "Committee" and "Architecture Control Committee" shall mean and refer to the Architectural Control Committee described in Article VI herein.

(g) "Common Areas" shall mean all of that property owned or to be owned by the Association for the common use and enjoyment of members of the Association. The Common Recreation Reserve Area to be owned by the Association is designated in detail by Exhibit "D".

(h) "Covenants" shall mean and refer to the covenants and restrictions, easements, affirmative obligations, charges and liens created and imposed by this Declaration.

(i) "Declaration" Shall mean and refer to this Declaration of Covenants, Conditions and Restrictions for Crystal Lake, together with any supplements or amendments hereto.

(j) "Developer" shall mean and refer to 2621 Joanel, LTD., a Texas limited partnership, together with its successors, legal representatives, grantees and assigns as described in an instrument executed by Developer and duly recorded in the Official Public Records of Real Property of Harris County, Texas. In the event of the foreclosure of any of the liens described in instruments executed by Developer and granting a lien on all of the Land, or any renewal, extension or modification of any such liens, or in the event of the execution and delivery of a deed in lieu of foreclosure of such liens, the purchaser at the foreclosure sale or the grantee in the deed in lieu of foreclosure shall have the right to designate the person or entity to serve as the "Developer" hereunder, and the person or entity so selected shall be deemed for all purposes hereof to be the successor "Developer" pursuant to this Section 1.01.

(k) "Development" shall mean Crystal Lake located in Brazoria County, Texas, and on the real property thereto as may hereafter be brought within the jurisdiction of the Association or encumbered by this Declaration.

(I) "Dwelling" shall mean and refer to a single family residence (including a garage) located on a Lot.

(m) "Home Builder" shall mean a home building contractor authorized to build a home on a Lot.

(n) "Land" shall mean and refer to all of the lands described in and any additions or amendments thereto and all improvements located thereon.

(o) "Lot" shall mean and refer to any area of real property, which is included in Exhibit "A", and is designated as a lot on a recorded plat of the Land or conveyed by the Developer to an Owner, whether or not said lot is improved with a Dwelling. The word "Lot" may, when the context so requires, be used interchangeably herein with the word "Unit".

(p) "Maintenance Charge" shall mean and refer to the maintenance charges described in Article VIII herein.

(q) "Member" shall mean and refer to those Owners entitled to membership as set forth in Article VII.

(r) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot or Unit which is a part of the "Land".

(s) "Plat" shall mean and refer to any recorded or unrecorded subdivision map or maps of all or a portion of the Land.

(t) "Regulations" shall mean and refer to any rules or regulations respecting the use of the Land that have been adopted by the Association from time to time in accordance with its Articles of Incorporation and Bylaws.

(u) "Resident" shall mean an individual that resides on a Lot or in a Unit.

(v) "Tract" shall have the same meaning, as "Land" as defined under paragraph (n) of this section.

(w) "Unit" shall mean and refer to a single family residence living unit being situated upon the Land.

any business, commercial, amusement, hospital, sanitarium, school, clubhouse, religious, charitable, philanthropic or manufacturing purposes, or as a professional office, and no billboards or advertising signs of any kind shall be erected or displayed thereon, except such signs as are permitted elsewhere in these Covenants. No building or other improvements situated on any Lot shall be rented or leased separately from the rental or lease of the entire Lot and no part of any such building shall be used for the purpose of renting rooms therein or as a boarding house, hotel, motel, tourist or motor court or any other type of transient accommodation.

Section 2.02 - Vehicular Parking and Access. No vehicle shall be parked on any part of the Land, except on paved streets and paved driveways. No vehicles may park on paved streets overnight. No commercial vehicles, except those present on business to serve a Unit may be in the Development. No motorcycles, bicycles, tricycles, boats or trailers may be parked in the Development unless parked inside garages and concealed from public view. Motorized recreational vehicles cannot be parked in the Development for more than five (5) consecutive days, unless parked inside garages and concealed from public view.

Section 2.03 - Unit Plates and Mailboxes. A plate supplied by the Developer at the Home Builders expense showing the number of the residence shall be placed on each house. The Developer will provide centralized mailboxes. No individual mailboxes will be permitted.

(a) Except as otherwise permitted herein, no signs of any character shall be displayed or placed upon any Lot. The Developer may enter upon any Lot and summarily remove and destroy any such signs.

(b) Nothing contained in these Covenants shall prevent the Developer, or any person designated by the Developer, from erecting or maintaining such commercial and display signs and such temporary dwellings, model homes, and other structures as the Developer may deem advisable for development purposes, including construction of any improvements or structures thereon, provided such are in compliance with the appropriate governmental requirements or regulations applicable thereto.

Section 2.05 - Aerials. No external radio or television mast, tower, pole, wire, aerial, antenna, or appurtenances thereto shall be maintained on the exterior of any Dwelling or on any other portion of any Lot except one (1) satellite receiving dish, not to exceed twenty four inches (24") in diameter, may be placed on the property. Under no circumstance may this dish be placed

higher than the bottom of the roof line on the Dwelling. Wherever possible, the dish must be located so as to screen its appearance from any abutting street.

Section 2.06 - Electrical Interference. No electrical machinery, devices or apparatus of any sort shall be used or maintained in any Unit which causes interference with the normal television or radio reception of any other Units.

Section 2.07 - Animals, All animals permitted by this Section shall be kept on a leash within the Development when not within an enclosed area of a Lot. No horses, mules, donkeys, burros, cattle, sheep, goats, swine, rodents, reptiles, pigeons, pheasants, game birds, game fowl, poultry or guineas or any other animals shall be kept, permitted, raised or maintained on any Lot, except as permitted in this Section. Domestic breeds of birds, dogs, cats and fish, unless otherwise excluded herein, may be kept on a single Lot for pleasure and use of the occupants, but not for any commercial or breeding use or purpose, except that if any such permitted animals shall, in the sole and exclusive opinion of the Developer or the Association, become dangerous or an annoyance or nuisance to the Development, neighborhood, other Units or nearby property or destructive to wildlife, they may not thereafter be kept in or on the Lot or Unit.

Section 2.08 - Nuisances. No illegal, noxious or offensive activity shall be permitted or carried on any part of the Land or Development, nor shall anything be permitted or done thereon which is or may become a nuisance or a source of embarrassment, discomfort or annoyance to the neighborhood or Development. No motorcycles, minibikes, all terrain vehicles, motorscooters or similar motorized vehicles may be operated on the streets of the Development except for ingress or egress. No trash, garbage, rubbish, debris, waste material, or other refuse shall be deposited or allowed to accumulate or remain on any part of the Land or Lands contiguous thereto. No fires for the burning of trash, leaves, clippings or other debris or refuse shall be permitted on any part of the Land, except by the Developer. No Owner shall permit any use of his Unit or make any use of the Common Areas that will increase the cost of insurance upon the Land above that required when the Unit is used for the approved purposes, or that will cause any such insurance to be canceled or threatened to be canceled, except with the prior written consent of the Association. No bicycles, cars, trucks, vehicles, boats, boat trailers, tricycles, scooters, wagons, carriages, shopping carts, chairs, benches, tables, toys, or other such items shall be parked or permitted to stand for any period of time on the Common Areas, except in accordance with the Regulations. No radio, stereo, broadcast or loudspeaker units of any kind shall be placed upon or outside, or be directed to the outside of any building without the prior written approval of the Board.

Section 2.09 - Re-subdividing, Neither the Lots nor Land shall be subdivided, replatted or divided without the prior written consent of the Developer.

Section 2.10 - Clothes Drying. The drying of clothes in public view is prohibited. There shall be no permanent clothes lines. Portable clothes lines shall not be visible from the street or exceed seven (7) feet in height. Such clothes lines shall be stored indoors when not in use. No clothing, bedding or other similar items shall be hung over or on any windows, doors, walls or fences if same be visible from any street.

Section 2.11 - Fences. Walls and Hedges. There shall be no fences permitted on a Lot within the Development unless they comply with the requirements below and are approved by the Architectural Control Committee. The provisions contained herein apply solely to wrought iron, steel or wooden fences. Approval of the Architectural Control Committee is not required for any fences or walls constructed by the Developer. No fence, wall, tree, hedge, shrub or structure may be placed, maintained or permitted to remain in such a manner as to obstruct sight lines for vehicular traffic at intersections.

(a) Perimeter. Fences may not be installed around the perimeter of the Lot except as provided in Section 2.11 (b), (c), (d), (e) & (f).

(b) Privacy Fences - Waterfront Lots. Only privacy fences of wrought iron or steel, painted black, may be erected on Lots abutting Crystal Lake and may be erected to a maximum height of four (4) feet. These fences must be approved by the Architectural Control Committee.

(c) Privacy Fences - Non-Waterfront Lots. Only privacy fences of cedar, cypress or other suitable, durable wood may be erected on Lots that do not abut Crystal Lake and may be erected to a maximum height of six (6) feet. These fences must be approved by the Architectural Control Committee.

(d) Fence Installation. All fences must be constructed of wrought iron, steel or wood. When landscaping buffers are used, they shall be at least one-third (1/3) of the fence height upon planting and be allowed to grow to a maximum of one-half (1/2) of fence height. All fencing and landscape buffers shall be maintained in a good condition by the Owner.

(e) Locations. No fence may be constructed in the following areas:

(1) Between the street facing the front of the Dwelling ( "the Front Street" ) and a straight line connecting the front living area of the Dwelling to the Side Lot Lines ("the Front Dwelling Line"); or

(2) Between the street facing the side of the Dwelling ( "the Side Street" ) and a straight line connecting the side of the Dwelling (but not any detached garage) to the Rear Lot Line.

(f) Terms. The terms "Front Dwelling Line", "Side Dwelling Line", "Rear Dwelling Line", "Front Street", "Front Lot Line", "Rear Lot Line", "Side Lot Line" or "Side Street" are used as stated above and as shown on Exhibit "B" attached hereto.

(g) Special Provisions. Notwithstanding anything to the contrary, the Developer and the Association, as successor to the Developer, shall have the right to install and maintain fences and/or walls around the perimeter of the Development on individual Lots, with said fences and/or walls to be maintained by the Association. Section 2.11 does not apply to completely enclosed, screened areas attached to the Dwelling.

(h) Trees. In connection with construction of improvements on any Lots, no trees larger than four (4) inches in diameter may be removed until approved by the Developer, except those within the Dwelling or driveway footprint.

Section 2.12 - Lot Maintenance. The Owner of each Lot shall, at his or her own expense, keep such Lot free of tall grass, undergrowth, dead trees, dangerous and/or dead tree limbs, weeds, trash and rubbish, and shall keep such Lot at all times in a neat and attractive condition. No tree, shrub or plant of any kind shall be allowed to encroach upon any sidewalk or other pedestrian way from ground level to a height of seven (7) feet. In the event the Owner fails to comply with the preceding sentence of this Section 2.12, the Association shall have the right, but not the obligation, to cut and remove tall grass, undergrowth and weeds, and to remove rubbish and any unsightly or undesirable things and objects therefrom, and to do any other thing and perform and furnish any labor necess.ary or desirable in its judgment to maintain the property in a neat and attractive condition, all at the expense of the Owner of such Lot, which expense shall be payable by such Owner to the Association on demand.

Section 2.13 - Regulations. Reasonable rules and regulations concerning the appearance and use of the Land may be made and amended from time to time by the Developer or the Association as successor to the Developer in the manner provided by the Articles of Incorporation and Bylaws. Copies of the Regulations and amendments thereto shall be furnished by the Association to all Owners and Residents of the Land upon request.

Section 2.14 - Mining. No oil or natural gas drilling, refining, quarrying or mining operations of any kind shall be permitted upon any Lot and no derrick or other structure designed for use in drilling for oil or natural gas shall be erected, maintained or permitted on any Lot; nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted on any Lot.

Section 2.15 - Casualties. In the event a Unit or an part thereof is damaged or destroyed by fire, casualty or otherwise, or any improvements upon the Common Areas are damaged or destroyed by fire, casualty or otherwise, the Owner thereof or the Association as the case may be, shall promptly clear all debris resulting therefrom and commence either to rebuild or repair the damaged improvements in accordance with the terms and provisions of the Declaration, or in the case of the Common Areas, to grass over and landscape the Land previously underlying the improvements in a manner consistent with the surrounding area.

Section 2,16 - Reconstruction. Any repair, rebuilding or reconstruction on account of casualty or other damage to any Unit or Common Areas, or any part or parts thereof, shall be substantially in accordance with the plans and specifications for such property and areas as originally constructed or with new plans and specifications approved by the Association. Reconstruction must be completed within six (6) months from the occurrence of the damage.

Section 2.17 - Lightingt All outside lights on Lots in the Development shall be in accordance with an outside lighting plan as established .'by the Developer. Except as provided by such plan or the express written consent of the Board, there shall be no outside lighting, other than indirect lighting. Lighting for streets in the Development may be provided by the Association or by the City of Pearland. In either case a Maintenance Charge may be assessed.

Section 2.18 - Fire Jurisdiction, The Land is located in the Pearland Volunteer Fire and Emergency Medical Service Jurisdiction.

Section 2.19 - Setback Lines, No structure shall be erected, altered, placed or permitted to remain on any Lot other than one (1) detached, single family dwelling. No structure shall be erected nearer than twenty five (25) feet from a Front Lot Line of any Lot except structures located on a cul-de-sac Lot may be erected no nearer than twenty (20) feet from a Front Lot Line. Front loading garages, whether attached or detached, shall be erected no nearer than twenty five (25) feet from the Front Lot Line except garages located on a cul-de-sac Lot may be erected no nearer than twenty (20) feet from a Front Lot Line. On Side Lot Lines between Lots the following shall apply; a total of fifteen (15) feet for both sides and no less than five (5) feet on any one side. Where said Side Lot Line faces a street, no structure shall be erected nearer than fifteen (15) feet from a Side Street Lot Line adjoining said Side Street and no garage facing a Side Street shall be erected nearer than twenty (20) feet from a Side Street Lot Line adjoining said Side Street. No structure shall be erected nearer than twenty (20) feet from a Rear Lot Line or Water Line, whichever is less, on Lots abutting Crystal Lake. No house shall be erected nearer than twenty (20) feet from a Rear Lot Line on all Lots not abutting Crystal Lake. A detached garage may be erected no nearer than five (5) feet from a rear lot line.

or to the edge of any rear utility easement on Lots not abutting Crystal Lake. A swimming pool may not be located in the front yard of any Lot, nor past the dwelling on a Side Lot Line adjoining a Side Street.

Section 2.20 - Dwellings. No Dwelling shall have a square foot area of less than one thousand eight hundred (1,800) square feet, exclusive of screened areas, open porches, terraces, patios and garages. The maximum portion of a lot covered by dwellings placed on lots shall comply with any applicable provisions of the City of Pearland zoning and building codes, including any current provisions thereof limiting the building area. The ground floor (top of slab) of the dwelling unit and the attached or detached garage shall have a minimum elevation of eighteen inches (18") above the crown of the street at the front of the Lot or twelve inches (12") above the 100 year flood plain, whichever is greater. The flood plain elevation is established by the Brazoria County Flood Plan Administrator. No dwelling shall have more than two (2) finished stories or floors. All Dwellings must have a private garage for at least two (2) but not more than four (4) cars. All Lots abutting Crystal Lake must have garages located at the front of the dwelling unit and may be front or side loading. The garage must conform architecturally with the Dwelling. The minimum roof pitch for the Dwelling or detached garage shall be four (4) feet rise for each twelve (12) feet of width of said roof, when said width is measured from front eave to back eave in a line parallel to the ground. The eaves of all roofs shall overhang the finished sides of each Dwelling or garage by a minimum of one (1) foot. All roofs shall be covered with shingles having a dimensional appearance (architectural grade). All Dwellings shall have either a wood, brick, stucco or stone face finish. No Dwellings shall have an exposed structural block or imitation brick face. All Dwellings shall be constructed with concrete driveways, front walks and sodded front and side lawns. Dwellings located on waterfront Lots must also have the rear lawns sodded to the waterline. Driveways are to be one car wide at the curb unless additional width is necessary on attached garages only. Curved rather than straight driveways and front walks are encouraged. Changes in direction of the sides of driveways and walks are to be made with curves rather than straight segments. Each Owner of a Lot shall, in connection with the construction of any improvements on said Lot, also construct a concrete sidewalk four (4) feet in width across the entire street frontage of such Lot, and the location, design and finish of such sidewalk shall be in conformity with the other sidewalks in the Development as approved by the Architectural Control Committee. Each Dwelling shall have a shrubbery plan for the front and the sides of the Lot (back' to the side yard fence), including the initial size of new trees and shrubs to be planted or placed at the time of construction of such Dwelling as approved by the Architectural Control Committee. All landscaping plans must receive written approval from the Architectural Control committee prior to planting. Basketball backboards or hoops will only be permitted in the rear of the Dwelling Unit and may not be visible from the street. Solar heating or cooling equipment shall not

be visible from any street, unless otherwise approved by the Architectural Control Committee.

Section 2.21 - Maximum Construction Period. Under no circumstances shall the construction, reconstruction or modification of any Lot, Dwelling, structure, fence or wall continue for more than six (6) months from the date the work commenced on said construction project. No Dwelling shall be occupied until a Certificate of Occupancy has been issued by the appropriate governmental body issuing such certificate.

Section 2.22 - Use of Accessory. Structures, No tent, shack, garage, barn or other out building shall at any time be erected or used, temporarily or permanently, as a residence or for any other residential purpose, nor shall any trailer be parked permanently or temporarily as a residence or for any other purpose on any of the Lots in this subdivision; provided, however, temporary buildings or field construction offices may be used by the home builders in connection with construction work if approved by the Developer or Association, and provided further that said temporary buildings or field construction offices shall be promptly removed upon the completion of such construction work.

Section 2.23- Windows. Doors and Screens. All windows, with the exception of the upper panels of a palladium window, shall be covered on the interior of said Unit by blinds, shades, drapes, or other appropriate window coverings and shall not be covered with sheets, bedspreads, newspaper or foil. All garage doors of Units shall be closed except when opened temporarily for ingress and egress.

Section 2.24 - Window Air Conditioners. No window air conditioners will be installed or permitted.

Section 2.25 - Ancillary. Equipment, All oil tanks, bottle tanks, soft water tanks, pumps, condensers, wood piles or other ancillary equipment shall be suitably screened so as to not be visible from the street or adjacent or nearby Lots.

Section 2.26 - Utilities Installation. All service lateral utility installations shall be installed underground.

Section 2.27 - Swimming Pools. Subject to the further limitations in Section 2.19 herein, swimming pools shall not be located closer than ten (10) feet from any lot line, must be situated entirely within the rear yard area of such Lot unless a different location is authorized in writing by the Architectural Control Committee, must comply with all requirements imposed by law and must not encroach on any utility or other easement. The walls, cap and deck of any pool shall not extend more than one (1) foot above the surface grade of the Lot.

Section 2.28 - Amendments and Modifications by Developer. Notwithstanding any provisions of this Declaration to the contrary, Developer, its successors and designated assigns, reserves the right and authority for a period of five (5) years from the date of recording the original Declaration to amend, modify or grant exceptions or variances from any of the Restrictions set forth in this Article II without notice to or approval by other Lot Owners of the Development or Association.

Section 2.29 - Refuse Collection. All trash containers, trash, garbage or other refuse shall be maintained in a location not visible from the street(s), and shall not be placed for pickup until the morning of pickup and any and all containers for such trash, garbage or refuse shall be returned the evening of pickup to their normal location.

Section 2.30 - Ordinances. Every Owner, their licensees, guests, invites and tenants shall at all times abide by all county, city or other governmental ordinances, including, but not limited to, zoning ordinances, flood control ordinances, subdivision ordinances, ordinances with regard to.pets and. leashes, parking ordinances and ordinances regarding conduct.

Section 2.31 - Pumping and Irrigation. The Owners of any Lot which includes or is adjacent to a pond, bayhead or other body of water shall not draw down said body of water by pumping or drainage therefrom. At no time shall the drilling, usage or operation of any water wells be permitted on any Lot. Sprinkling apparatus or irrigation systems, excluding wells, may be installed in any easement so designated.

Section 2.32 - Drainage. All Lots are burdened with reciprocal, mutual easements for drainage of surface waters, including those set forth on the Development Plat, and no Owner may excavate, fill or otherwise alter such Owner's Lot in any manner that alters the drainage patterns established as part of the Development. Without limitation, no Owner shall cause or permit the obstruction, alteration or modification of the original drainage pattern of any Lot as established as part of the Development, including any alteration or modification to drainage swales, curbs, gutters, culverts, trenches, devices or facilities that have been constructed or installed on any Lot for storm drainage purposes, whether through the erection of fences, planting of trees or shrubs, landscaping, laying of sod, removal of soil, placing of fill, alteration of surface elevation, regrading of surfaces, filling of culverts, channeling, placing holes or ditches, or any other act. Drainage plans for each Lot must be approved by the Architectural Control committee prior to the commencement of home construction.

Section 2.33 - Lot Alterations. No Owner shall cause or permit any earth or other material to be excavated or removed from any Lot for sale or for other commercial purposes, and no change in the elevation of the surface of any Lot shall be permitted without the prior written approval of the Architectural Control Committee.

Section 2.34 - Crystal Lake. There is reserved to all Owners, Residents, Members, the Members family, his guests and his tenants a perpetual easement to use Crystal Lake ("the Lake" ) for such purposes as are permitted in this Declaration and the rules and regulations of the Association. No water skiing is permitted on the Lake. Boating is permitted; provided however, only boats which operate either without motors or with electric motors not to exceed three (3) horse power per boat are allowed on the Lake. No boats in excess of eighteen (18) feet in length will be permitted on the Lake. No vehicles commonly know as "Jet Skis" will be permitted on the Lake. Fishing is permitted, subject to the rules promulgated by the Association and Developer, and with such licenses which may be required by any governmental entity. The pier, gazebo and finger piers at the common area are approved as originally designed and constructed by the Developer.

The Association and Developer shall not be responsible for any loss, damage or injury occurring in or around the Lake by any person, including without limitation Owners, their guests, family, invitees, tenants and agents. To the fullest extent permitted by applicable law, Owner shall and does hereby agree to indemnify, protect, hold harmless and defend the Association and Developer and their respective heirs, legal representatives, members, partners, agents, employees, officers, directors, shareholders, parents and subsidiaries, from and against all claims, demands, damages, injuries, losses, liens, causes of actions, suits, judgments, liabilities, and expenses, including court costs and attorney's fees of any nature, kind or description (including without limitation, claims for property damage, injuries to or death of any person or entity, including but not limited to, employees, agents, and subcontractors of the Association, and personal representatives, family members, guests or other third parties), directly or indirectly arising out of, or caused by or in connection with, or resulting from (in whole or in part), the use of the common areas including, but not limited to the use of the Lake.

Section 2.35 - Lake Easement Area. There exists adjacent to and on the rear of Lots bounded by the Lake, a maintenance easement.

(a) No structure, improvement, wall, outdoor furniture, swing set or play equipment, boat trailer, garden, hammock, or statuary of any kind shall be constructed, erected, or maintained on the lake easement area with the exception of wood decking, wood walkways and the wrought iron fencing as provided and permitted under Section 2.Il(b), (c), (d), (e) and (f) of these

Declarations. Boats, as permitted by this Declaration, may be docked on the back yards of Lots abutting the Lake.

(b) The rear lot area of all Lots adjacent to Crystal Lake will be initially graded, sloped and hydro seeded by the Developer to a maximum grade of three (3) to one (1). Neither the Home Builder or Lot Owner may increase the slope of this area greater than three (3) to one (1). The lake easement area is to be maintained by the Lot Owner. Any clearing, cutting, grading or any alteration to the lake easement area must approved by the Association prior to commencement and, if approved, will be at the sole expense of the Lot Owner. Rip rap or bull rock may be placed by the Owner of a Lot abutting the Lake at and below the water line for the purpose of bank stabilization. Such placing of rip rap or bull rock and the quality of the material must have the express written approval of the Architectural Control Committee prior to its placement. The Owner will be responsible for obtaining any governmental permits that may be required for the placement of these materials.

(c) Owners and occupants of Properties, their family and guests may use the lake easement area only for pedestrian use at their own rusk, subject to the indemnity and waiver set out above in Section 2.34 of this Declaration.

Section 2.36 - Maintenance of Lake and Lake Easements, Declarant expressly reserves a perpetual easement for the benefit of the Association across such portions of the Development determined in the sole discretion of the Association as necessary to allow for maintenance including, without limitation, maintenance of the Lake, including the Lake bed and/or shoreline. This maintenance shall be performed with a minimum of interference to the quiet enjoyment of the Property Owners. Reasonable steps shall be taken to protect the Property and damage shall be repaired by the person causing the damage at his sole expenses. In addition, the Association may promulgate rules effectlng the use of fertilizers on individual Lots within Crystal Lake in order to insure continued acceptable water quality in the Lake and to prevent a septic condition from occurring in the Lake.

Section 2.37 - Property Improvement Restrictions. Notwithstanding anything contained in this Declaration to the contrary, no item of any type or character including, but not limited to, vegetable or herb gardens, rock gardens, additional landscaping, hammocks, swings, statuary, swing sets or similar play equipment, basketball goals or similar athletic equipment, pools, clothes drying equipment, dog houses, dog runs or other pet enclosures, signs, retaining walls or any other structure or improvement or thing which, in the sole discretion of the Board or their designee, tends to detract from the appearance of the Lake, shall be permitted on any Lot bounded by the Lake without the prior written consent of the Board or its designee.

Section 2.38 - Proviso, Provided, however, that until the Developer and Home Builders have completed all of the contemplated improvements in the Development and closed the sales of all of the Lots, neither the Owners nor the Association nor the use of the Land shall interfere with the completion of the contemplated improvements and the sale of the Lots. The Developer may make such use of the unsold Lots.and Common Areas without charge as may facilitate such completion and sale, including, but not limited to, maintenance of a sales office, including the showing of the Land and the display of signs.

and from the Landscaping Reserve Areas and the Common Areas for the purposes referred above. Neither the Landscaping Reserve rights reserved pursuant to this paragraph, nor as shown on the Plat, however, shall impose any obligation on the Developer to maintain such Landscaping Reserve Areas or to install or maintain any landscape area, signs, walls, fences or other facilities or improvements that may be located on, in or under such Landscaping Reserves, or which may be served by them within the Landscaping Reserve Areas except as provided in Section 3.03 hereof. No structure, including, but not limited to, fences, walls, soil, irrigation systems, plantings or other material shall be placed or permitted to remain which may damage or interfere with access to such Landscaping Reserves or facilities therein.

Section 3.03 - Maintenance of Easements. The Owners of the Lot or Lots subject to the privileges, rights and the Utility Easements and Landscaping Reserves, (collectively the "Easements") referred to in this Article III shall acquire no right, title or interest in or to any poles, wires, cables, fences, signs, plantings, shrubs, improvements, conduits, pipes, mains, valves, lines or other equipment or facilities placed on, in, over or under the property which is subject to said privileges, rights and Easements. The Utility and Landscaping. Reserve Areas, (collectively, the "Easement Areas") of each Lot, whether as reserved hereunder or as shown on the Plat, together with the Common Areas, shall be maintained by the Developer, the Association or the Utility Providers, as applicable, to the extent and only with respect to the improvements placed on such Easement Areas, with the surface area of such Easement Areas on Lots to be maintained by the Owner thereof. With regard to specific Easements for drainage as shown on the Plat, the Developer shall have the right, but without any obligation imposed thereby, to alter or maintain drainage facilities in such Easement area, including slope control areas.

Section 6.01 - Architectural Control Committee. The Board shall appoint as a standing committee an Architectural Control Committee, which shall be composed of three (3) or more persons appointed, in writing, by the Board, or, in the Board's discretion, the Board may constitute itself the Architectural Control Committee by failing to appoint in writing the members of the committee. Until such time as the incorporation of the Association and the election of the initial Board, the Developer shall appoint the members of the Committee. No member of the Committee shall be entitled to compensation for services performed, but the Committee may employ independent professional advisors for plan review and may allow reasonable compensation to such advisors, not to exceed one hundred twenty five ($125.00) dollars per Lot. The Architectural Control Committee shall have full power to regulate all exterior changes to a Unit, including landscaping and drainage, Dwelling and other structures location and tree removal to the Lots or Units in the manner hereinafter provided.

Section 6.02 - Committee Authority. No exterior changes, additions or alterations, including exterior coloring, to any Dwelling or other structure in the Development, additional fences or changes in existing fences, hedges, walls, walkways and other structures shall be commenced or erected, except such as are installed, improved or made by the Developer in connection with the initial construction of the buildings and improvements within the Development, until the same is approved by the Committee. The Committee shall have full authority to regulate, in accordance with the terms and provisions of this Declaration, the use and appearance of the exterior of the Units to assure harmony of external design and location in relation to surrounding buildings and topography and to protect and conserve the value and desirability of the Development as a residential community. The power to regulate shall include the power to prohibit those exterior uses or activities deemed inconsistent with the provisions of this Declaration, or contrary to the best interests of the Association in maintaining the value and desirability of the Development as a residential community, or both. The Committee shall have authority to adopt, promulgate, rescind, amend and revise rules and regulations in connection with the foregoing; provided, however, such rules and regulations shall be consistent with the provisions of this Declaration; and, if the Board has not constituted itself as the Committee, such rules and regulations shall be approved by the Board prior to the same taking effect. Violations of the Committee's rules and regulations shall be enforced by the Board, unless such enforcement authority is delegated to the Committee by resolution of the Board.

Section 6.03 - Committee Approval. Without limitation of the foregoing, no changes, alterations, additions, reconstruction or attachments of any nature whatsoever shall be made to any Lot (except as to the interior of a Unit), including that portion of any Lot not actually occupied by the Unit, except such as are installed, improved or made by the Developer, until the plans and specifications showing the nature, kind, shape, height and materials are

submitted to and approved by the Committee in writing. All applications to the Committee for approval of any of the foregoing shall be accompanied by plans and specifications or such other drawings or documentation as the Committee may require. In the event the Committee fails to approve or disapprove an application within thirty (30) days after the same has been submitted to it, the Committee's approval shall.be deemed to have been given. In all other events, the Committee's approval shall be in writing. If no application has been made to the Committee, a lawsuit to enjoin or remove any structure, activity, use, change, alteration or addition in violation of the prohibitions contained in this Section may be instituted at any time, and the Association or any Owner may resort immediately to any other lawful remedy for such violation.

Section 6.04 - Procedure. As is set forth in Section 6.02, the Committee may, from time to time, adopt, promulgate, rescind, amend and revise its rules and regulations governing procedure in all matters within its jurisdiction. In the event the Board does not constitute itself the Committee, then the Board, in its discretion, may provide, by resolution, for appeal of decisions of the Committee to the Board, subject to such limitations and procedures as the Board deems advisable. The Board or the Committee may appoint one o6 more persons to make preliminary review of all applications to the Committee and report such applications to the Committee with such person's recommendations for Committee action thereon. Such preliminary review shall be subject to such regulations and limitations as the Board or Committee deems advisable.

Section 6.05 - Standards, No approval shall be given by the Board or Committee pursuant to the provisions of this Article, unless the Board or Committee, as the case may be, determines that such approval shall: (a) assure harmony of external design, materials and location in relation to surrounding buildings and topography within the Development, and, (b) shall protect and conserve the value and desirability of the Development as a residential community, and, (c) shall be consistent with the provisions of this Declaration, and, (d) shall be in the best interests of the Association in maintaining the value and desirability of the Development as a residential community.

Section 6.06 - Developer Consent. Any and all actions of the Committee as to Lots owned by the Developer, must have the written approval of the Developer, unless such approval is waived in writing by Developer or Developer's authorized representative.

Section 6.07 - Exculpation of Developer and Committee, Developer and Committee cannot and shall not be held responsible for any loss or damages to any person arising out of the approval or disapproval of plans, designs or construction errors. Nor shall Developer or Committee be held responsible for loss or damage to any person arising out of non-compliance with any zoning law, ordinance or land use or building regulation or any provision of this Declaration.

Section 7.01 - Association , The Developer shall be responsible for the organization of the Association. The Association shall have the rights, powers and duties of the Association as provided herein. The Association shall be governed by its Articles of Incorporation and Bylaws. Such rights and powers, subject to the approval thereof by any agencies or institutions deemed necessary by the Developer, may encompass any and all things which a natural person could do or which now or hereafter may be authorized by law, provided such Articles of Incorporation and Bylaws are not inconsistent with the provisions of this Declaration and are necessary, desirable, or convenient for effectuating the purposes set forth in this Declaration. After incorporation of the Association, a copy of the Articles of Incorporation and Bylaws of the Association shall be available for inspection at the office of the Association during reasonable business hours. Copies of said Articles of Incorporation and Bylaws may be purchased for such reasonable fees as may be prescribed by the Association and otherwise provided as set forth in Section 2.13 herein. Until such time as the Association is organized, the Developer shall have the rights, powers and duties of the Association provided for herein.

Section 7.02 - Members. Every Owner of a Lot or Unit shall be a Member of the Association as designated in Section 7.03 of this Article. Membership shall be appurtenant to and may not be separated from ownership of a Lot or Unit which is subject to Maintenance Charge or from occupancy of a Unit.

Section 7.03 - Membership Classes and Voting Rights. The Association shall have the following two (2) classes of voting membership:

(a) Class A, Class A Members shall be Owners of Lots in the Development, except for the Developer so long as the Developer retains Class B voting rights as defined herein, and shall be entitled to one (1) vote for each such Lot so owned.

(b) Class B. The Class B Member shall be the Developer and shall be entitled to ten (10) votes for each Lot or Unit owned in the Development. The Class B membership shall cease to exist and be converted to Class A membership when the first of one of the following events occurs:

Section 8,01 - Purpose of Maintenance Charges, The Association shall have the authority to levy assessments, herein called "Maintenance Charges", against each Lot or Unit to be used exclusively to promote the recreation, health, safety and welfare of the residents in the Development and for the improvement and maintenance of the Common Areas, including, but not limited to, cost of repairs, replacement and additions thereto; cost of labor, equipment, materials, management and supervision thereof; the payment of taxes assessed against the Common Areas; the procurement and maintaining of insurance; the employment of attorneys, accountants and other professionals to represent the Association when necessary or useful; the employment of security personnel to provide services which are not readily available from a governmental authority; and such other needs as may arise.

Section 8.02 - Creation of a Lien. In order to carry out the purposes and obligations hereinafter stated, the Association, by action of its Board of Directors, and without approval of the Members, except to the extent specifically provided herein, shall have the power to levy and collect Maintenance Charges in accordance with this Declaration against each Lot or Unit. The Developer, for each Lot or Unit owned within the Development, hereby covenants, and each Owner of any Lot or Unit by acceptance of a deed thereto, whether or not it shall be so expressed in such deed, shall be deemed to covenant and agree to pay to the Association: (1) Annual Maintenance Charges (2) Special Maintenance Charges for capital improvements, (3) Special Maintenance Charges for emergencies as needed for purposes other than as a capital improvement, and (4) specific Maintenance Charges against any particular Lot or Unit which were established pursuant to the terms of this Declaration. All such Maintenance Charges, together with interest, costs and reasonable attorney's fees, shall constitute a lien upon the Unit against which each such Maintenance Charge is levied and shall run with the Unit, and shall take priority from the date the notice of lien for delinquent Maintenance Charge is filed in the Public Records of Brazoria County, which notice shall state the description of the Lot or Unit, the Owner's name, the amount due and the date due. The lien shall be prior to and superior in dignity to the creation of any homestead status but subordinate to any first mortgage as hereinafter set forth. The lien shall be subordinate to liens for ad valorem taxes or other public charges which by applicable law are

expressly made superior. Every Owner of a Lot or Unit hereby consents to the imposition of such lien prior to any homestead status until paid in full.

Section 8.03 - Special Maintenance Charges, In addition to the Annual Maintenance Charge, the Association, through its Board of Directors, may levy in any calendar year a special charge, herein referred to as "Special Maintenance Charge" for capital improvements or emergency purposes, and any such charge shall be approved by no less than two thirds (2/3) of each class of Members. Notwithstanding the foregoing, a Special Maintenance Charge authorized under Section 9.Ol(b), Article IX, and Section 2.12, Article II hereof, need be approved only by the Board of Directors and not the two thirds (2/3) vote of the membership. Written notice of any meeting called for the purpose of making the levy of a Special Maintenance Charge requiring approval of the membership shall be sent to all Members not less than ten (10) days nor more than thirty (30) days in advance of the meeting.

Section 8,04 - Annual Maintenance Charges . Annual Maintenance Charges shall be determined for each Lot or Unit by the Board of Directors of the Association prior to January Ist of each year for all Lots subject to Maintenance Charges pursuant to Section 8.07 herein by determining the sum necessary to fulfill the obligations and purpose of said Maintenance Charges for each year commencing January Ist. Such charges are referred to herein as the "Annual Maintenance Charge". Written notice of the Annual Maintenance Charge shall then be sent to every Owner subject thereto and the due date shall be established by the Board of Directors, which may be monthly, quarterly, semi-annually or on an annual basis. The Association shall, upon request and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the Maintenance Charges on a specified Lot or Unit have been paid. The Annual Maintenance Charge provided for herein shall commence at the time of closing of the purchase of each Lot or Unit from the Developer with respect to said Lot or unit, and the first Annual Maintenance Charge shall be adjusted according to the number of days then remaining in that calendar year and may be required to be paid in advance at closing. Notwithstanding anything contained herein to the contrary, the Developer, as a Class B Member, shall not be obligated to pay Annual Maintenance Charges for the period of time that the Developer pays any amount of common expenses incurred and not charged by the Special and Annual Maintenance Charges collectible from Class A Members.

Section 8.05 - Reserves for Replacement, The Association shall establish and maintain an adequate reserve for the periodic maintenance, repair and replacement of improvements to the Common Areas. The fund is to be maintained out of Annual Maintenance Charges.

Section 8.06 - Uniform Rate of Maintenance Charge. Except as provided herein in Section 8.02, both Annual and Special Maintenance Charges shall be fixed at the same amount for each Lot or Unit and may be collected on a monthly, quarterly, semi-annually or annual basis.

Section 8.07 Commencement of Annual Maintenance Charges. The Maintenance Charges provided for herein shall commence as to each Lot or Unit at the time of the closing of the sale of each Lot or Unit by the Developer; and the first Annual Maintenance Charges shall be adjusted according to the number of days remaining in the calendar year of such closing. The due dates for Maintenance Charges shall be established by the Board of Directors of the Association.

Section 8.08 Remedies of the Association for Nonpayment of Maintenance Charges, Any Maintenance Charge not paid within ten (10) days after the due date shall bear interest from the due date at the maximum legal rate. The Association may bring an action at law against the Owner personally obligated to pay the same, or file a lien and foreclose the lien securing payment of such Maintenance Charge as provided herein in the same:, manner.in which mortgages on real property may be foreclosed in Texas. In any such foreclosure the Owner shall be required to pay all costs and expenses of filing the notice of lien and all reasonable attorney's fees, which costs, expenses and attorney's fees shall be secured by the lien being foreclosed. The Owner shall also be required to pay the Association any Maintenance Charges against the Lot or Unit which become due during the period of foreclosure. The Association shall have the right and power to bid at foreclosure sale or other legal sale and to acquire, hold, convey, lease, rent, encumber, use and otherwise deal with the Lot or Unit as Owner thereof. No Owner may waive or otherwise escape liability for the Maintenance Charges provided herein by non-use of the Common Areas. Any suit to recover money judgment for unpaid expenses and assessment hereunder shall not be deemed to be a waiver of the lien securing the same. Upon payment of all sums secured by the lien, which has been made the subject of a recorded notice of lien, a release of notice of lien shall be executed by the Association or its representative and recorded in the Public Records of Brazoria County, Texas.

Section 8.09 - Subordination of the Lien to Mortgages~ The lien of the Maintenance Charges provided for herein shall be subordinate to the lien of any first mortgage recorded prior to the time of recording a notice of lien. The sale or transfer of any Lot or Unit shall not affect the lien. Any mortgagee which obtains title to a Lot or Unit as a result of foreclosure of a first mortgage thereon or by voluntary conveyance in lieu of such foreclosure, shall not be liable for the Maintenance Charge pertaining to such Lot or unit or chargeable to the former Owner thereof which became due prior to the acquisition of title by said mortgagee. Such unpaid Maintenance Charges shall be deemed a common

expense of the Association and collectible from all Owners, including the acquiring mortgagee, its successor or assigns. Any such transfer to or by a mortgagee shall not relieve the transferee of responsibility nor the Lot or Unit from the lien for Maintenance Charges made thereafter. No sale or transfer shall release such Lot or unit from liability for the Maintenance Charge thereafter becoming due.

Section 8.10 - Exempt Property All properties dedicated to and accepted by a public authority and all properties owned by the Association shall be exempt from Maintenance Charges created herein.

Section 8.11 - Rights of Governmental Authorities. In the event any municipality or other governmental authority performs the obligations of the Association for the maintenance of any facilities or Land within the Development, then said municipality or governmental authority shall have legally enforceable liens against all Land, Lots or Units in the Development and the same enforcement rights afforded the Association.

Section 9.01 - Maintenance Responsibility. The responsibility for the maintenance of the Common Areas, Roads and Lots within the Development shall be as follows:

(a) Common Areas. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management, control and maintenance of the Common Areas as defined herein and all improvements thereon, and shall keep the same in good, clean, attractive and sanitary condition, order and repair.

(b) Roads. All roads within the Crystal Lake Subdivision are private and are to be maintained and improved at the sole cost and expense of the Home Owners. The roads will be constructed by the Developer to the same specifications imposed by the City of Pearland and Brazoria County on public roads in residential subdivisions within Brazoria County.

(c) Lots. Each Lot Owner shall be responsible for the maintenance of his Lot or Unit, including, but not limited to, the responsibility to replace and care for trees, shrubs, grass, walks and other exterior improvements located within the Lot. In the event an Owner fails to maintain the exterior of his Lot or Unit in a good, clean, attractive and sanitary condition, or in the event the Board of Directors of the Association deems it in the best interest of the Development, then the Association may provide said maintenance after delivery of thirty (30) days written notice to the Lot or Unit Owner and the cost of said maintenance shall be assessed by the Association to the Owner of said Lot or Unit. The