WHEREAS, Beneficiary is the present owner and holder of the Obligations secured by said Deed of Trust recorded in Deed Book No. 1936, at page 757, among said County land records; and,

WHEREAS, Declarant desires to provide for the development, preservation and enhancement of the value, attractiveness and desirability of the development to be known as SHELTER LAKES, Section 1; and,

WHEREAS, Declarant, to this end, desires to subject the aforesaid real property in the development known as SHELTER LAKES, Section 1, to the covenants, conditions, restrictions, reservations, easements, charges and liens hereinafter set forth. These covenants, conditions, restrictions, reservations, easements, charges and liens shall run with the said real property and shall be binding on all parties having or acquiring any right, title or interest in the property, or any part thereof, and shall inure to the nonexclusive benefit of each owner thereof; and,

WHEREAS, Declarant has deemed it desirable for the efficient, harmonious use and preservation of the Association's property, including its natural beauty and value (both economic and aesthetic), to create an agency which shall be delegated and assigned the powers of maintaining, repairing and improving the said property, administering and enforcing the covenants and restrictions, and collecting and disbursing the assessments and charges hereinafter created; and,

WHEREAS, Declarant has incorporated under the laws of the Commonwealth of Virginia, as a not-for-profit corporation, SHELTER LAKES, INC. ("Association") for the purpose of exercising the functions aforesaid and as hereinafter set forth. The Association joins in this Declaration to evidence its consent to all the rights, powers, duties, privileges, obligations and benefits delegated to it and the provisions of this Declaration applicable to Parcel A, Parcel B and Parcel C, SHELTER LAKES, Section 1.

Now, therefore, in furtherance thereof,

W I T N E S S E T H,

that for and in consideration of the premises and the covenants, conditions, restrictions and reservations contained herein, Raymond C. Hawkins Construction Co., Inc., as Declarant by and with the consent, joinder and authorization of the Trustee and Beneficiary, as evidenced by their signatures hereto, does hereby declare the real property designated as SHELTER LAKES, Section 1, to be held, transferred, sold, conveyed and occupied subject to the covenants, conditions, restrictions, reservations, easements, charges and liens hereinafter set forth, and does hereby grant and establish the easements as hereinafter provided.

Article I — Definitions

Section 1.

"Association" shall mean and refer to Shelter Lakes, Inc., a not-for-profit Virginia corporation, its successors in interest and assigns.

Section 2.

"Approved Builder" shall mean and refer to any builder of, general contractor for, or developer of single family residential houses who has been so designated as such in writing by the Declarant to the Association. Quaker Homes, Inc., a Virginia corporation, is hereby designated by the Declarant as the initial Approved Builder. Declarant may designate additional Approved Builders from time to time in its sole and absolute discretion or remove the Approved Builder designation for any builder, general contractor or developer by written notice to the Approved Builder and Association.

Section 3.

"Board of Directors" shall mean and refer to the Board of Directors of Shelter Lakes, Inc., its successors in interest and assigns.

Section 4.

"Common Area" shall mean and refer to Parcel A (Cemetery), containing 27,164 square feet, Parcel B, containing .50569 acre, and Parcel C, containing .67383 acre (including any and all improvements to said Parcels) which have heretofore been conveyed to the Association for the common use and enjoyment of the members of the Association.

Section 5.

"Declarant" or "Declarants" shall mean and refer to Raymond C. Hawkins Construction Co., Inc., a Virginia

corporation, its successors in interest and assigns, if such successors in interest or assigns should acquire from the Declarant (including by foreclosure or deed in lieu of foreclosure) five (5) or more undeveloped Lots for the purpose of development and/or construction of single family residences.

Section 6.

"Declaration" shall mean and refer to this Declaration of Covenants, Conditions, Restrictions and Reservations of Shelter Lakes applicable to the Properties recorded in the Office of the Clerk of the Circuit Court of Prince William County, Virginia, as the same may be from time to time amended.

Section 7.

"Lake Facilities No. 1" shall mean and refer to the contiguous, uniform, singular, unitary storm drainage easement (designated on the recorded plat of the Properties as "STM. DRN. ESMT.") outlined on Lots 1, 2, 3 and 24, and Parcel B, as well as any other structures now or hereafter built in connection with and required for said lake facilities, including the dam, spillway, siltation traps, riser pipe, and outlet structures.

Section 8.

"Lake Facilities No. 2" shall mean and refer to the contiguous, uniform, singular, unitary storm drainage easement (designated on the plat of the Properties as "STM. DRN. ESMT.") outlined on Lots 17, 18 and 19, and Parcel C, (NOTE: This definition shall also include unsubdivided adjacent property of Declarant for which Declarant shall be responsible as an Owner until such time as SHELTER LAKES, Section 2, is subdivided and appropriate lot or lots are created that abut Lots 18 and 19 which shall be Lake Two Lots) as well as any other structures now or hereafter built in connection with and required for said lake facilities, including the dam, spillway, siltation traps, riser pipe and outlet structures.

Section 9.

"Lake One Lot" or "Lake One Lots" shall mean and refer to Lots 1 and 2, and Parcel B, on the recorded plat of the Properties.

Section 10.

"Lake Two Lot" or "Lake Two Lots" shall mean and refer to Lots 18 and 19, Parcel C, and that unsubdivided land of

Declarant adjacent to Lots 18 and 19 which becomes a lake lot or lots upon recordation of SHELTER LAKES, Section 2. Until such recordation of Section 2, Declarant shall be deemed an Owner of a Lake Two Lot until such time as the resultant Section 2 lot or lots is recorded and shall be subject to all the same rights, powers, duties, privileges, obligations and benefits as Lots 18 and 19 with respect to this second lake.

Section 11.

"Lot" shall mean and refer to any plot of land shown upon any recorded subdivision plat map of the Properties with the exception of the Common Area and streets dedicated to public use.

Section 12.

"Member" shall mean and refer to every person or entity who holds membership in the Association.

Section 13.

"Owner" or "Owners" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. For the purposes of Article V only, unless the context otherwise requires, Owner shall also include the family, invitees, licensees, lessees, and agents of any Owner, together with any person or parties holding any possessory interest granted by the Owner in such Lot.

Section 14.

"Properties" shall mean and refer to all those certain lots or parcels of land known as Lots 1 through 26, both inclusive, Parcel A, Parcel B, and Parcel C, SHELTER LAKES, Section 1, as the same is duly dedicated, platted and recorded as aforesaid and such additions thereto which from time to time as may hereafter be brought within the jurisdiction of the Association.

Section 15.

"Trail Easement" shall mean and refer to the Trail Easement granted to the Prince William County Park Authority located on Lots 9, 10, 11, 12 and 13 as shown on the recorded plat of the Properties.