and,

            WHEREAS, the Original Restrictions were amended by that certain instrument entitled “First Amendment to Restrictions for Briarcroft (Houston) Addition, a Subdivision in Harris County, Texas” (the “First Amendment”) recorded in the Real Property Records of Harris County, Texas on September 26, 1986 under Clerk’s File No. K755572; and

            WHEREAS, the Original Restrictions, as amended by the First Amendment, provide for amendment (a) as of the end of any successive ten (10) year term by an instrument signed by the then owners of fifty-one percent (51%) of the Residential Lots (as defined in the First Amendment) in Briarcroft (Houston) and filed for record or (b) at any time by an instrument in writing signed by the then owners of eighty-five percent (85%) of the Residential Lots in Briarcroft (Houston) and filed for record, but in each instance subject to the call of a meeting of the Residential Lot owners as provided in paragraph (1) of the First Amendment; and

            WHEREAS, a meeting of the Residential Lot owners was duly called on September 16, 2006, with notice to all Residential Lot owners as provided in paragraph (1) of the First Amendment, together with a notice of the specific restrictions to be amended and the exact language of each proposed amendment; and

            WHEREAS, either owners of not less than fifty-one percent (51%) of the Residential Lots in Briarcroft (Houston) approved the amendments to the Original Restrictions, as amended by the First Amendment, if this instrument is recorded on or before September 26, 2006, or owners of not less than eighty-five percent (85%) of the Residential Lots in Briarcroft (Houston) approved the amendments to the Original Restrictions, as amended by the First Amendment, within ninety (90) days of the meeting held on September 16, 2006, if this instrument is recorded after September 26, 2006;

            NOW, THEREFORE, the undersigned, being the owners of the requisite number of Residential Lots in Briarcroft (Houston), hereby amend and restate the covenants, conditions, restrictions, easements, charges and liens for Briarcroft (Houston), to be governed by the covenants, conditions and restrictions set forth in this instrument.  When effective, this instrument supersedes the Original Restrictions and the First Amendment in their entireties.

The provisions of this instrument shall become effective upon recording.  Any circumstances, conditions or improvements which exist prior to the date this instrument becomes effective and which are not in compliance with the provisions hereof shall not be required to be abated, removed or modified.  Provided that, if any circumstances, conditions or improvements are voluntarily or involuntarily removed, abated or discontinued after the date this instrument becomes effective, such circumstances, conditions or improvements shall not be renewed or replaced in a manner inconsistent with the provisions of this instrument.  Provided further that, this provision shall not be construed to affect the right of the Association or any Owner of a Lot in the Subdivision to proceed with or initiate action against any person who is in violation of the provisions of the Original Restrictions, as amended, so long as the acts, circumstances or conditions constituting a violation of the Original Restrictions, as amended, also violate the provisions of this instrument.

Section 1.1.  Use Restrictions.

            A.        General.  All Lots shall be held, transferred, sold, conveyed, used and occupied subject to the covenants, conditions, restrictions, easements, charges, and liens set forth in the Restrictions.

            B.        Single Family Residential Use.  Each Lot and the residential dwelling on the Lot shall be used for single family residential purposes only.  As used herein, the term “single family residential purposes” means that the Lot and the residential dwelling on the Lot shall be used by a single family as its dwelling place and residence and the term shall be deemed to prohibit, without limitation, the use of any Lot for a duplex apartment, a duplex house, an apartment house, a garage apartment or for any multi-family use or for any business, professional, religious or commercial activity of any type, unless the business, professional, religious or commercial activity is unobtrusive and merely incidental to the primary use of the Lot and the residential dwelling on the Lot for single family residential purposes.  As used herein, the term “unobtrusive” means, without limitation, that there is no business, professional, religious or commercial symbol, structure, logo, icon, flag or sign displayed on the Lot; there are no related audio or visual displays (by any means) anywhere on the Lot or on any vehicle parked on the Lot; there are no clients, customers, employees or the like who go to the Lot for any business, professional, religious or commercial related purpose on any regular basis; and the conduct of the business, professional, religious or commercial activity is not otherwise apparent by reason of noise, odor, vehicle and/or pedestrian traffic, and the like.  Occasional in-home tutoring, piano lessons and the like shall not be deemed to violate this provision.  Any use of the residential dwelling on a Lot that involves the lease or any other arrangement whereby the residential dwelling is occupied for a period less than six (6) consecutive months (including, by way of example and not in limitation, the use of a residential dwelling for corporate lodging) shall, for purposes of the Restrictions, be considered a prohibited business use of the residential dwelling, not a single family residential purpose, even though the residential dwelling may be occupied by a single family; provided that, this provision shall not be deemed to prohibit a short-term lease agreement made in connection with the sale of a Lot whereby the occupant of the residential dwelling on the Lot remains in possession of the residential dwelling for a short period after closing.  One (1) domestic worker, caregiver or “nanny” residing on a Lot shall be deemed to be an immediate member of the single family residing on the Lot.  No residential dwelling shall be occupied by more persons than the total number of bedrooms in the residential dwelling multiplied by two (2); provided that, this restriction shall not be applicable to the immediate members of a single family (i.e., husband, wife, children and a domestic worker, caregiver or nanny residing on the Lot).

            C.        Vehicles.  No mobile home trailer, utility trailer, recreational vehicle, boat or the like shall be parked, kept or stored on a Lot if visible from a street in the Subdivision or a neighboring Lot; provided that, a mobile home trailer, utility trailer, recreational vehicle, boat or the like may be parked in the garage on a Lot, so long as the vehicle is capable of being parked in the garage with the door closed, or in another structure approved in writing by the Committee. 

            No vehicle of any kind shall be parked, kept or stored on an unpaved portion of a Lot. 
            No inoperable vehicle of any kind shall be parked, kept or stored on a Lot if visible from a street in or adjacent to the Subdivision or a neighboring Lot.  As used herein, a vehicle is deemed to be inoperable if it does not display all required current permits and licenses, it is on a jack, it does not have fully inflated tires, or it is not otherwise capable of being legally operated on a public street or right of way.
            No vehicle of any kind, mobile home trailer, utility trailer, recreational vehicle, boat or the like shall be constructed or reconstructed on a Lot if visible from a street in or adjacent to the Subdivision or a neighboring Lot and then only if the work is not offensive or a nuisance to surrounding residents due to noise, light, odor and the like.

            D.        Nuisances.  No Lot or residential dwelling or other improvement on a Lot shall have any conspicuous infestation of pests, rodents, insects or other vermin or accumulation of trash, debris or other waste which the Board of Directors, acting reasonably and in good faith, determines to be offensive to surrounding residents or hazardous to the health or well-being of surrounding residents.  No condition or activity shall be permitted on a Lot which the Board of Directors, acting reasonably and in good faith, determines to be offensive to surrounding residents by reason of noise, odor, dust, fumes or the like.  No nuisance shall be permitted to exist or operate on a Lot.  For purposes hereof, a nuisance shall be an activity or condition on a Lot which is reasonably considered to be offensive or an annoyance to surrounding residents of ordinary sensibilities and/or which is reasonably determined to reduce the desirability of the Lot.
 
            E.         Maintenance and Repair of Improvements.  No residential dwelling or other improvement on a Lot shall be permitted to fall into disrepair, and each residential dwelling or other improvement on a Lot shall at all times be kept in good condition and repair and adequately painted or otherwise finished by the Owner at the Owner’s sole cost and expense.

            F.         Trash; Trash Containers.  No garbage or trash, or garbage or trash container, shall be maintained on a Lot so as to be visible from a street in or adjacent to the Subdivision or a neighboring Lot except to make the same available for collection and then only the shortest time reasonably necessary to effect such collection.  Garbage and trash made available for collection shall be placed in tied trash bags or covered containers. 

            G.        Clothes Drying.  No clothes shall be aired or dried outside if visible from a street in or adjacent to the Subdivision or a neighboring Lot. 

            H.        Right of Inspection.  In the case of the construction of a new residential dwelling on a Lot, members of the Committee or the Board of Directors shall have the authority to go upon the Lot without notice and without liability in trespass for the purpose of inspection to confirm that the residential dwelling is being constructed in accordance with the approved Plans.  In all other instances involving the construction or modification of an improvement on a Lot, members of the Committee and the Board of Directors shall have the authority to go upon the Lot for the purpose of inspection to confirm that the improvement is being constructed in accordance with the approved Plans only after reasonable notice to the Owner which, for purposes hereof, shall not be less than twenty-four (24) hours.

            I.          Animals.  No animals other than a maximum of three (3) generally recognized house or yard pets shall be maintained on a Lot and then only if they are kept thereon solely as domestic pets and not for commercial purposes. Provided that, the limitations on the number of pets shall not be applicable to fish, birds and other small animals kept in aquariums or small cages so long as such pets are otherwise kept in compliance with the provisions of this Section. No exotic animal or breed of animal that is commonly recognized to be inherently aggressive or vicious toward other animals and/or humans is permitted in the Subdivision.  No unleashed dog is permitted on a street in the Subdivision.  Each dog must be kept either in the residential dwelling or other improvement on the Lot or in a yard fully enclosed by a fence. No animal or bird shall be allowed to make an unreasonable amount of noise or to become a nuisance. No structure for the care, housing or confinement of an animal or bird shall be maintained so as to be visible from a street in or adjacent to the Subdivision or a neighboring Lot at ground level without the written consent of the Committee. The Board shall have the authority to determine, in its sole and absolute discretion, whether, for the purposes of this Section, a particular animal is a generally recognized house or yard pet, an exotic animal, an inherently aggressive or vicious animal, or whether an animal or bird is a nuisance, and its reasonable, good faith determination shall be conclusive and binding on all parties. 

            J.          Restriction on Further Subdivision.  No Lot shall be further subdivided and no portion less than all of a Lot shall be conveyed to another party.

           K.     Signs.  No sign shall be erected or maintained on a Lot except:

SECTION 1.2.   TYPE OF CONSTRUCTION AND MATERIALS.
           A.         Types of Structures.  No building or structure shall be erected, altered, placed or permitted to remain on a Lot other than (i) one detached, single family dwelling not to exceed the height limitations set forth in Section 1.3, paragraph B, together with an attached or detached private garage for not more than three (3) vehicles (ii) a one (1) story quarters for a bona fide domestic worker residing on the Lot, (iii) one (1) permitted accessory building, all of which are subject to the prior written approval of the Committee, and (iv) play structures that comply with the Restrictions. No garage shall be used as a living area, except a second story living area above the garage if approved in writing by the Architectural Control Committee. No permitted accessory building shall exceed ten (10) feet in height, measured from the ground to the highest point of the accessory building.  A permitted accessory building must be located in the rear yard of the Lot and within the applicable building setbacks. 

B.        Storage of Building Materials; Construction.  Unless otherwise approved in writing by the Committee, no building materials of any kind or character shall be placed or stored on a Lot more than thirty (30) days before the construction of a residential dwelling or other improvement is commenced. All materials permitted to be placed on a Lot shall be placed within the property lines of the Lot. After the commencement of construction of a residential dwelling or improvement on a Lot, the work thereon shall be prosecuted diligently, to the end that the residential dwelling or improvement shall not remain in a partly finished condition any longer than reasonably necessary for completion thereof.  For purposes hereof, construction of a residential dwelling or other improvement shall be deemed to have commenced on the date that any equipment or building material relating to such construction is moved onto the Lot.  Also for purposes hereof, a residential dwelling shall not be deemed to be substantially completed until the date an occupancy permit is issued by any governmental authority having jurisdiction or, if no such occupancy permit is required, the date the residential dwelling is ready to be occupied; any other improvement shall not be deemed to be substantially completed until the date the improvement is capable of being used for its intended purpose. Upon the completion of the construction, any unused materials shall be removed immediately from the Lot. 

           C.         Temporary Structures.  No structures of a temporary character, trailer (with or without wheels and whether or not attached to a foundation), mobile home (with or without wheels and whether or not attached to a foundation), modular or prefabricated home, tent, shack, barn or other structure or building, other than the permanent residential dwelling and attached or detached garage, a one (1) story quarters, one (1) accessory building approved in writing by the Committee, and play structures that comply with the Restrictions shall be placed on a Lot, either temporarily or permanently, and no residence house, garage or other structure appurtenant thereto, shall be moved upon a Lot from another location.

           D.         Carports/Garages.  Carports and porte cocheres are permitted on Lots subject to the prior written approval of the Committee. Provided that, porte cocheres must extend from, and be an integral part of, the residential dwelling or garage from the standpoints of both appearance and construction.  A carport or porte cochere shall only be used as a shelter for passenger vehicles; no boat, bicycle, off road vehicle, trash can or the like shall be kept in or under a carport or porte cochere.   In no case shall a carport or porte cochere act as or be substituted for a garage.  No carport, porte cochere or garage shall be placed or maintained on an easement.  All garages shall be enclosed by metal or wood garage doors that are harmonious in quality and color with the exterior of the appurtenant residential dwelling.  An attached or detached garage on a Lot must be located at the rear of the Lot and in accordance with the applicable rear and side building setbacks.  A garage on a Lot adjacent to the east side of Chimney Rock is not permitted to face west. 

           E.         Air Conditioners.  No window, roof or wall type air conditioner that is visible from a street in or adjacent to the Subdivision or a neighboring Lot at ground level shall be used, placed or maintained on or in a residential dwelling, garage or other improvement on a Lot.

           F.          Antennas.  Satellite dish antennas which are forty inches or smaller in diameter and antennas designed to receive television broadcast signals may be installed, provided they are installed in the least obtrusive location that allows reception of an acceptable quality signal.  All other antennas are prohibited unless expressly authorized in any recorded Architectural Guidelines and then only in strict accordance with such recorded Architectural Guidelines. 

            G.        Exterior Finish.  The exterior of the front and each side of the residential dwelling on a Lot, excluding doors, shutters, trim work, eaves and dormers, must be comprised of fifty-one percent (51%) brick, stone or masonry material.  For purposes of this Section, stucco and Hardiplank shall not be considered a masonry material.  Provided that, if stucco is used on the exterior of the front and each side of a residential dwelling in conjunction with brick or stone, only thirty percent (30%) of the exterior of the front and each side of the residential dwelling, excluding doors, shutters, trim work, eaves and dormers, must be comprised of brick or stone.  All brick, stone, masonry material and mortar must be approved in writing by the Committee as to type, size, color and application.  The materials used on the exterior walls of a detached garage or quarters for a domestic worker, and the roofing materials on a detached garage or quarters for a domestic worker, are required to be the same type of materials and color of materials used on the exterior walls and roof of the residential dwelling on the Lot. No concrete, concrete block or cinder block shall be used as an exposed building surface.  Any concrete, concrete block or cinder block utilized in the construction of a residential dwelling or for retaining walls and foundations shall be finished in the same materials utilized for the remainder of the residential dwelling.  Metal flashing, valleys, vents and gutters installed on a residential dwelling shall blend with or be painted to blend with the color of the exterior materials to which they are adhered or attached.

            H.        Exterior Lighting.  All exterior lighting on a Lot must be approved by the Committee as to type, location and illumination.  No exterior lighting shall be directed toward another Lot or illuminate an area more than twenty (20) feet from the lighting fixture.  High intensity area lighting, such as mercury vapor or high-pressure sodium, is not permitted.

            I.          Roofs.  The type, color and quality of the materials to be used on the roof of a residential dwelling or other improvement on a Lot must be approved in writing by the Committee prior to construction.  The Committee shall have the right to establish specific requirements for the pitch of a roof and the type of roofing materials which may be utilized for a residential dwelling or other improvement. No equipment or device shall be installed or maintained on a Lot or residential dwelling, including, without limitation, the roof of a residential dwelling, if visible from a street in or adjacent to the Subdivision at ground level.  All vents, stacks and other projections from the roof of a residential dwelling shall, to the extent possible, be located on the rear roof of the residential dwelling.

            J.         Window Treatments.  Reflective glass shall not be permitted on the exterior of a residential dwelling or other improvement.  No foil or other reflective materials shall be installed on any windows or used for sunscreens, blinds, shades or other purposes except as approved in writing by the Committee. 

            K.        Utility Meters and HVAC Equipment.  All electrical, gas, telephone and cable television meters shall be located, to the extent possible, in the least obtrusive location.  All exterior heating, ventilating and air-conditioning compressor units and equipment shall be located at the rear of the residential dwelling or at the side of the Lot screened from view in a manner approved in writing by the Committee.

            L.         Play Structures.  Free-standing play structures are permitted on a Lot; provided that, in no event shall a play structure exceed twelve (12) feet in height, measured from the ground to the highest point of the play structure.  A play structure on a Lot must be located within the rear yard behind a fence in accordance with the applicable side and rear building setbacks.  A free standing play structure shall not be deemed to be an accessory building.

            M.       Landscaping. 
                         (1)  Excluding landscape beds and paved areas, the entirety of the front yard of a Lot and any portion of a side or rear yard of a Lot outside a fence shall be sodded with grass.  Rock or similar hardscape may be incorporated into landscaping but a solid rock yard or similar type of hardscape is not permitted in the front yard of a Lot or in the side yard of a Lot if visible from the street in front of the Lot or, if a corner Lot, the side street adjacent to the Lot. 
                         (2)  No vegetable garden shall be planted or maintained in the front yard of a Lot or in the side yard of a Lot if visible from a street in or adjacent to the Subdivision. 
                         (3)  No Owner shall allow the grass on his Lot to grow to a height in excess of six (6) inches, measured from the surface of the ground.
                        (4)  No hedge, shrubbery or tree shall be placed or permitted to remain on a Lot where such hedge, shrubbery or tree interferes with traffic sigh-lines for streets within the Subdivision.

            N.        Decorations.  Seasonal or holiday decorations shall not be displayed on a Lot earlier than the fortieth (40th) day before the date of the holiday to which the decorations relate or longer than the twentieth (20th) day after the date of the holiday.

            O.        Swimming Pools.  No swimming pool, outdoor hot tub, reflecting pond, sauna, whirlpool, lap pool, and other water amenity shall be constructed, installed, and maintained on a Lot without the prior written approval of the Committee.  The Committee shall have the authority to adopt Architectural Guidelines governing the construction of swimming pools and other outdoor water features or amenities on a Lot.  An above-ground swimming pool is not permitted on a Lot.  A swimming pool, hot tub, whirlpool and the like must be treated with chemicals so that the pool is at all times usable and the water is at all times clear.

            P.         Driveways and Sidewalks.  The driveway on a Lot and any sidewalk on a Lot that is visible from a street in or adjacent to the Subdivision shall be constructed of concrete; other materials (e.g., brick) may be used but only if approved in writing by the Committee.  All driveways and all sidewalks which are visible from the street in front of the Lot at ground level or, if a corner Lot, the side street adjacent to the Lot at ground level, shall be paved; chert, gravel and loose stone driveways and visible sidewalks are prohibited. No driveway or sidewalk shall be painted or stained without the prior written approval of the Committee. 

            Q.        Lot Maintenance.  The Owner or occupant of a Lot shall at all times keep all weeds and grass, landscape beds, and trees and shrubs thereon cut in a sanitary, healthful and attractive manner. In no event shall an Owner use a Lot for storage of materials and equipment (except for normal residential requirements or incident to construction of improvements thereon as herein permitted) or permit the accumulation of garbage, trash or rubbish of any kind thereon.  An Owner shall not burn any leaves, trash, debris or the like on a Lot. The Owner or occupant of a Lot at the intersection of streets where the rear yard or portion of the Lot is visible to full public view, shall construct and maintain a suitable enclosure approved in writing by the Committee to screen yard equipment, wood piles and storage piles that are incident to the normal residential requirements of a typical family from public view.  The Board of Directors shall have the exclusive authority to determine whether an Owner is maintaining his Lot in a reasonable manner and in accordance with the standards of the Subdivision and the Board of Directors’ reasonable, good faith determination shall be conclusive and binding on all parties. In the event the Owner or occupant of a Lot fails to maintain the Lot in a reasonable manner as required by this Section and such failure continues after not less than ten (10) days written notice from the Association, the Association may, at its option, without liability to the Owner or occupant in trespass or otherwise, enter upon said Lot and cause the Lot to be mowed, edged and cleaned, cause the landscaping beds to be weeded and cleaned, cause shrubs and trees to be trimmed or pruned, and do every other thing necessary to secure compliance with the provisions of the Restrictions, and may charge the Owner of such Lot for the cost of such work. The Owner agrees by the purchase of such Lot to pay such charge immediately upon receipt of the corresponding statement. Payment of such charges shall be secured by the lien created in Article V of the Restrictions. Interest thereon at the rate of ten percent (10%) per annum shall begin to accrue on such sum on the thirty-first (31st) day after a written invoice is delivered to the Owner. 

            R.  Exterior Colors.  The color(s) of paint and color impregnation proposed to be used of the exterior of the residential dwelling or other improvement on a Lot must be approved in writing by the Committee prior to application.  The Owner of a Lot is required to submit to the Committee a request for approval of the proposed paint color(s), together with paint samples.  The Committee shall have the authority to disapprove a proposed paint color if the color is not compatible with colors commonly used on the exteriors of residential dwellings and improvements in the Subdivision, or if two (2) or more colors proposed to be used on a residential dwelling or other improvement on a Lot are not compatible with each other.  Exterior colors shall be generally limited to those colors used on residential dwellings and other improvements at the time of original construction.  The purpose of this covenant is to maintain harmony of the exterior paint colors of residential dwellings and other improvements within the Subdivision. Iridescent colors or tones considered to be brilliant are not permitted. 

            S.  Oil or Mining Operations.  No oil drilling or mining operations of any kind shall be permitted on a Lot.  No derrick or other structure designed for use for boring for oil or natural gas is permitted on a Lot.

The minimum allowable area of interior living space in a one and one-half (1½) or a two (2) story residential dwelling on a Lot shall be two thousand (2,000) square feet. 
            For purposes of this Section, the term “interior living space” shall exclude steps, porches, exterior balconies and garages.

            B.         Height.  No residential dwelling shall have more than two (2) stories of living space except in a case in which a third (3rd) story of living space in contained within the volume defined by the roof plans of the residential dwelling.  No residential dwelling shall exceed a height of thirty-five (35) feet above finished grade, measured to the highest point of the residential dwelling, excluding chimneys.

            C.        Location of Improvements - Setbacks.  No building shall be located nearer to the front property line of a Lot or nearer to the side property line of a Lot adjacent to a side street than the building setback shown on the plat.  No building shall be located nearer to a side (interior) property line of a Lot than the applicable side building setback, as follows:
                        (1)        if the width of the Lot is eighty-seven (87) feet or less at the front building line, the side building setback is five (5) feet;
                        (2)        if the width of the Lot is more than eighty-seven (87) feet but less than ninety-three (93) feet at the front building line, the side building setback is seven and one-half (7½) feet;
                        (3)        if the width of the Lot is ninety-three (93) feet or more at the front building line, the side building setback is ten (10) feet.
            No two (2) story residential dwelling shall be located nearer to a rear utility easement applicable to the Lot than twenty (20) feet; provided that, if the rear property line of a Lot falls on the east or west boundary of the Subdivision, or if the rear property line is on the south side of Locke Lane, a two (2) story residential dwelling may be located on the Lot no nearer to the rear property line of the Lot than the interior line of a utility easement shown on the plat. 
            No one (1) story residential dwelling shall be located nearer to the rear property line of a Lot than the interior line of a utility easement shown on the plat.
            For purposes of the setbacks set forth in this Section, eaves, steps and unroofed porches shall not be considered to be a part of the building; provided that, no portion of a building on a Lot is permitted to encroach upon another Lot.
            A residential dwelling on a corner Lot on Chimney Rock south of San Felipe is required to face north or south. 
            A residential dwelling on a corner Lot at the east end of streets running east and west are required to face north or south; the driveway on such a Lot may access the Lot from the east but the garage shall not face the street.

            D.        Minimum Lot Size.  No residential dwelling shall be constructed on a Lot having a width less than seventy-five (75) feet at the front building setback or having an area less than seven thousand five hundred (7,500) square feet.

            E.         Drainage.  The Owner of a Lot shall not construct or place improvements on the Lot, or grade the Lot, or do any other thing that causes surface water to drain onto an adjacent Lot.

SECTION 1.4.  WALLS AND FENCES
            A.        Fences.  No perimeter fence or wall on a Lot shall be constructed of chain link or wire.  No fence or wall shall be located nearer to the front property line of a Lot than the front wall of the residential dwelling unless otherwise approved in writing by the Committee.  Provided that, the provisions in this Section shall not be applicable to temporary fencing erected on a Lot during the construction of a residential dwelling.

            B.        Maintenance of Fences.  It shall be the responsibility of the Owner of a Lot to maintain each wall or fence on the Lot.  If a fence is located on the property line separating two (2) Lots, the Owners of the two (2) Lots shall have equal responsibility to maintain, repair and/or replace the fence.  In the event the Owner of a Lot fails to maintain a wall or fence and such failure continues after thirty (30) days' written notice thereof from the Association, the Association, may, at its option, without liability to the Owner or occupant in trespass or otherwise, enter upon the Lot and cause the fence or wall to be repaired or maintained and may charge the Owner of the Lot for the cost of such work.  Payment of such charges shall be added to the Owner's assessment account and secured by the lien created in Article IV of the Restrictions.  For purposes of this Section, a fence or wall is not being properly maintained if there are missing panels, sections or pickets, pickets are not securely and evenly attached to the rails, or if it is substantially sagging or leaning.

ARTICLE II
ARCHITECTURAL APPROVAL

SECTION 2.1.  ARCHITECTURAL CONTROL COMMITTEE.  The Committee shall be comprised of three (3) persons, all of whom shall be appointed by the Board of Directors.  The Board of Directors may, at any time, remove a member of the Committee, with or without cause, and appoint a successor.  A majority of the Committee may designate a representative to act for it.  In the event of the death or resignation of a member of the Committee, the Board of Directors shall appoint a successor.  A person who serves as Chairman of the Committee for a full calendar year shall not be obligated to pay the annual maintenance charge applicable to his/her Lot in the following calendar year; otherwise, no member of the Committee or its designated representative shall be entitled to any compensation for serving on the Committee.

SECTION 2.2.  APPROVAL OF IMPROVEMENTS REQUIRED.  In order to preserve the architectural and aesthetic appearance and the natural setting and beauty of the Subdivision, to establish and preserve a harmonious design for the Subdivision, and to protect and promote the value of the Lots and the residential dwellings and improvements thereon, no improvement of any nature shall be commenced, erected, installed, placed, moved onto, altered, replaced, relocated, permitted to remain on or maintained on a Lot or residential dwelling or other improvement by an Owner, which affect the exterior appearance of a Lot or residential dwelling or other improvement unless Plans therefor have been submitted to and approved by the Committee in accordance with the terms and provisions of this Article.  Without limiting the foregoing, the construction and installation of a residential dwelling, sidewalk, driveway, deck, patio, swimming pool, awning, wall, fence, exterior light, garage or other improvement, shall not be undertaken, nor shall any exterior addition to or change or alteration be made (including, without limitation, painting or staining of any exterior surface) to a residential dwelling or improvement, unless the Plans for the same have been submitted to and approved by the Committee as to compatibility with the general plan or scheme of development for the Subdivision and compliance with the Restrictions. 
           The Committee is hereby authorized and empowered to approve all Plans and the construction of a residential dwelling and other improvement on a Lot.  Prior to the commencement of construction of a residential dwelling or other improvement on a Lot, the Owner thereof shall submit to the Committee Plans for such improvement, which shall include, as appropriate, the following:

            The Board of Directors shall have the authority to establish and adjust from time to time a reasonable fee to cover the expense of engaging an architect or architectural firm or other professional to review Plans for a new residential dwelling to be constructed on a Lot and to compensate the consulting architect or other professional (the “Submission Fee”).  The Submission Fee in effect as of the effective date of the Restrictions is $500.00.  A Submission Fee shall only be charged for the review of Plans for a new residential dwelling to be constructed on a Lot.  This Section shall not be construed to authorize the Board of Directors to charge a Submission Fee for any other type of improvement requiring Committee approval.  In the case of a new residential dwelling to be constructed on a Lot, the Plans shall not be deemed to be complete until the applicable Submission Fee has been submitted to the Committee.

SECTION 2.3.  FAILURE OF COMMITTEE TO ACT ON PLANS.  A request for approval of a proposed improvement on a Lot shall be deemed to be approved by the Committee unless written disapproval is transmitted to the Owner by the Committee within thirty (30) days after the date of actual receipt by the Committee of the Plans.   Notwithstanding the written or deemed approval of Plans submitted by an Owner, no Owner shall construct or maintain any improvement on a Lot that violates an express provision of the Restrictions or the Architectural Guidelines, the Committee at all times retaining the right to object to any improvement on a Lot that violates an express provision of the Restrictions or the Architectural Guidelines.  An Owner shall have the right to appeal an adverse decision of the Committee to the Board of Directors.  The Board of Directors shall have the authority to adopt procedures for appeals of decisions of the Committee.  In the event of an appeal, the decision of the Committee shall remain in effect during the pendency of the appeal; the decision of the Board of Directors shall be conclusive and binding on all parties.  There shall be no deemed approval of Plans resulting from the failure of the Board of Directors to act upon an appeal within thirty (30) days of the receipt of notice of an appeal.

SECTION 2.4.     ARCHITECTURAL GUIDELINES.  The Committee may from time to time promulgate, supplement or amend Architectural Guidelines, which provide an outline of minimum acceptable standards for proposed improvements; provided, however, that such outline will serve as a minimum guideline only and the Committee may impose other requirements in connection with its review of any proposed improvements. If the recorded Architectural Guidelines impose requirements that are more stringent than the provisions of the Restrictions, without directly conflicting with the provisions of the Restrictions, the provisions of the recorded Architectural Guidelines shall control, it being the intent to allow the Architectural Guidelines to supplement the Restrictions on matters generally relating to architectural control and the discretionary authority vested in the Committee.

SECTION 2.5.     PROSECUTION OF WORK AFTER APPROVAL.  After approval of a proposed improvement on a Lot, work on the proposed improvement shall be prosecuted diligently and continuously and shall be completed within the time frame approved by the Committee and in strict conformity with the approved Plans. No building materials shall be placed on a Lot until the Owner is ready to commence construction.  The Owner shall keep the job site and all surrounding areas clean during the progress of construction.  All construction trash, debris and rubbish on a Lot shall be properly disposed of at least weekly.  In no event shall any used construction material be buried on or beneath a Lot or residential dwelling.  No Owner shall allow dirt, mud, gravel or other substances to collect or remain on a street in the Subdivision.  All construction vehicles must be parked on the Lot or in areas designated by the Committee.  Construction on a Lot is permitted only between the hours of 7:00 o'clock a.m. and 7:00 o'clock p.m., Monday through Saturday; provided that, this provision shall not be deemed to prohibit work in the interior of a residential dwelling or other improvement at other times if the work does not create noise or involve the use of machinery or equipment (such as, by way of example and not in limitation, painting).

SECTION 2.6.  NEW HOME CONSTRUCTION.  In the case of the construction of a residential dwelling on a Lot, the builder is required to construct the residential dwelling in  strict conformance with the approved Plans.  In addition, the builder is required to comply with all requirements relating to time of construction, maintenance of the job site, vehicle parking and the like set forth in the Restrictions and the Architectural Guidelines.  In the event a builder fails to construct the residential dwelling in strict conformance with the approved Plans, and/or fails to comply with the provisions of the Restrictions and/or Architectural Guidelines, and does not correct the violation within ten (10) days of the date of receipt of a written notice of violation from the Association to the builder and the Owner of the Lot (or within a longer period if specified in the notice or agreed to in writing by the Board of Directors), the Association shall have the authority to impose a fine against the Owner of the Lot in an amount not to exceed $100.00 per day for each day that the violation continues to exist after the period specified in the notice to correct the violation.  Payment of such fines shall be secured by the lien referred to and established in Article IV of the Restrictions against the Lot on which the violation exists.

SECTION 2.7. NO IMPLIED WAIVER OR ESTOPPEL.  No action or failure to act by the Committee or by the Board of Directors shall constitute a waiver or estoppel with respect to future action by the Committee or the Board of Directors, and relating to a proposed improvement on a Lot.  Specifically, the approval by the Committee of an improvement on a Lot shall not be deemed a waiver of any right or an estoppel against withholding approval or consent for any similar improvement on another Lot or any similar proposals, plans, specifications, or other materials submitted with respect to any other improvement on a Lot by any person.

SECTION 2.8. POWER TO GRANT VARIANCES.  The Committee may authorize variances from compliance with any of the provisions of the Restrictions (except for the provisions relating to single family residential construction and use), including restrictions upon placement of structures, the time for completion of construction of improvements on a Lot, or similar restrictions, when circumstances such as topography, natural obstructions, hardship, aesthetic, environmental, or other relevant considerations may require. Such variances must be evidenced in writing and shall become effective when signed by at least a majority of the members of the Committee.  If a variance is granted, no violation of the provisions of the Restrictions shall be deemed to have occurred with respect to the matter for which the variance was granted; provided, however, that the granting of a variance shall not operate to waive any of the provisions of the Restrictions for any purpose except as to the particular property and particular provision covered by the variance; nor shall the granting of a variance affect the jurisdiction of the Committee other than with respect to the subject matter of the variance; nor shall the granting of a variance affect in any way the Owner's obligation to comply with all governmental laws and regulations affecting the property concerned.

SECTION 2.9. NONLIABILITY FOR COMMITTEE ACTION.  None of the members of the Committee, the Association, or any member of the Board of Directors shall be liable for any loss, damage, or injury arising out of or in any way connected with the performance of the duties of the Committee, except to the extent caused by the willful misconduct or bad faith of the party to be held liable. In reviewing any matter, the Committee shall not inspect, guarantee or warrant the workmanship of the improvement, including its design, construction, safety, whether structural or otherwise, conformance with building codes, or other governmental laws or regulations or whether the improvement is suitable or fit for its intended purpose.  Further, none of the members of the Committee, the Association or any member of the Board of Directors shall be liable in damages to anyone submitting Plans for approval, or to an Owner of a Lot affected by the Restrictions by reason of mistake in judgment, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such Plans.  Every person required to submit or submitting Plans to the Committee for approval agrees, by the submission of such Plans, that he will not bring any action or suit against the Association, the Board of Directors, or the Committee, or any of the members thereof, to recover any alleged damages due to their action or inaction in said capacities.