Declaration for Brambleton

DECLARATION FOR BRAMBLETON

THISDECLARATIONismadeasof Ai( ll'f,20cJ/,byBRAMBLETONGROUP, L.L.C.,aMichiganlimitedliabilitycompany(" eclarant");andBRAMBLETON COMMUNITYASSOCIATION,aVirginianonstockcorporation("Association").

RECIIALS.:

R-1. TheDeclarantownstheland(whichshallbedevelopedassinglefamilydetached, singlefamilyattached,multi-familyandnon-residentialunitsinaccordancewithZMAP19930005,ZCPA1993-0007andSPEX1993-0017,BrambletonProperty)designatedasSubmitted LandinthelegaldescriptionattachedapExhibitA(andmadeaparthereofbythisreference)and theDeclarantdesirestosubjectsuchlandtocovenants,restrictions,reservations,easements, servitudes,liensandcharges,allofwhicharemoreparticularlyhereinaftersetforthinthis Declaration;provided,however,thattheDeclarantalsoretainstherighttosubjectportionsof suchlandtoseparatedeclarationsasdefinedinSubsection 1.1(22).

R-2. TheDeclarantalsowishestoreservetherighttoaddthelanddesignatedas AdditionalLandinthelegaldescriptionattachedasExhibitB(andmadeaparthereofbythis reference),asmaybeamendedbytheDeclarantfromtimetotime,andmayhereafterdecideto subjectalloranyportionofthatAdditionalLandtotheprovisionsofthisDeclaration,as amendedfromtimetotime.

R-3. TheDeclarantdeemsitdesirableandinthebestinterestsofalltheownersofland subjecttothisDeclarationtoprotectthevalueandthedesirabilityofsuchlandbyprovidingfor thedevelopmentofsuchlandinaccordancewithacommonplanandthemaintenanceofcertain sharedfacilities.

R-4.Toprovideameansformeetingthepurposesandintentssetforthherein,the DeclaranthascausedBRAMBLETONCOMMUNITYASSOCIATIONtobeincorporated underthelawsoftheCommonwealthofVirginia.

NOW,THEREFORE,theDeclarantandtheAssociationherebycovenantanddecl':',re,on behalfofthemselvesandtheirrespectivesuccessorsandassigns,thatfromthedatethis Declarationisrecorded,thelanddesignatedasSubmittedLandinExhibitAshallbeheld,conveyed,acquiredandencumberedsubjecttothetermsandprovisionshereof,allofwhichshall runwiththelandandbindandinuretothebenefitofallPersonswhomaynoworhereafterown oracquireanyright,title,estateorinterestinortoanyofsuchland,orwhomaynoworhereafter occupyorenteruponanyportionthereof,subjecttotherightoftheDeclarantortheAssociation toamendthisDeclarationinaccordancewiththeprovisionsforamendmentsetforthherein. The

AssociationjoinsinthisDeclarationforthepurposeofacceptingtherights,powers, responsibilitiesandobligationssetforthherein.

£.ARI ONE

ARTICLE1

GENERALPROVISIONS

Section1.1. Definitions. Termsusedhereinwithoutdefinitionshallhavethe meaningsspecifiedforsuchtermsinSection13.1-803oftheAct. Capitalizedtermsused-herein -Y shallhavethemeaningsspecifiedforsuchtermsbelow.

(1) "AccessoryUnit"meansaseparatedwellingareacontainedwithin asinglefamilydwelling,asdefinedintheLoudounCounty,VirginiaCode. AnAccessoryUnit doesnotcountasaseparatedwellinginthecalculationofvotingrightsorAssessments.

(2) "Act"meanstheVirginiaNonstockCorporationAct,Chapter10of Title13.loftheCodeofVirginia(1950),asthesamemaybeamended,supplementedor replacedfromtimetotime.

(3) "AdditionalLand"meansthelandsodesignatedinExhibitB,as amendedfromtimetotime,whichtheDeclaranthasreservedtherighttosubmittothe DeclarationandtothejurisdictionoftheAssociationpursuanttoSection4.1."Adjacent Properties,"ifany,meansadjacentlandthatmaybeownedbyothersthattheDeclarantwishesto reservetherighttosubmittotheDeclaration.

(4) "ApprovalofSecondaryMortgageAgenciesorMortgagees" means:(i)writtenapproval;(ii)anywrittenwaiverofapprovalrights;(iii)aletterstatingno objection;or(iv)presumptiveapprovalifaSecondaryMortgageAgencyorMortgageedoesnot respondtoanoticesentbycertifiedorregisteredUnitedStatesmail,returnreceiptrequested(or anyotherreasonablyverifiablemethodoftransmission),withinthirtydaysafterthedatethe requestforapprovalistransmittedinaccordancewiththenoticerequirementsofArticles1and 10oftheBylawsandSections13.2and15.4.TotheextentapprovalofaSecondaryMortgage AgencyisrequiredbytheDeclarationandtheagencynolongerreviewsorapprovesAssociation Documents,thenapprovalfromsuchagencyshallnotberequired.

(5) "ArticlesofIncorporation"meanstheArticlesoflncorporationfor BRAMBLETONCOMMUNITYASSOCIATIONfiledwiththeVirginiaStateCorporation Commission,asamendedfromtimetotime.

(6) "AssessableFloorArea"means:(i)one-halfthegrossfloorarea shownonthesiteplanapprovedbytheappropriategovernmentalbody,oranyamendmentsof suchplancalculatedunderthezoningordinancesapplicabletotheProperty(untilaplanis

approved, gross floor area shall mean the maximum gross floor area permitted under applicable zoning ordinances); or (ii) after initial occupancy of the Lot, the actual gross floor area with respect to a Lot that contains a building for which a certificate of occupancy or similar permit has been issued. Gross floor area shall be determined by reference to the plans prepared for submission to the appropriate governmental agency in order to obtain a certificate of occupancy and shall be provided to the Board of Directors by the architect employed by the Owner of the Lot. If additional improvements are constructed on such Lot after initial occupancy, then the architect shall provide a revised gross floor area calculation to the Board of Directors and the Owner of such Lot shall have additional voting rights and asse~sment obligations in accordance with the revised calculation. Notwithstanding the foregoing, the Declarant may provide in the Supplementary Declaration applicable to any Lot containing all or any portion of a golf course for the definition of Assessable Floor Area to be calculated on a different basis for a "Golf Course Lot" for the purposes of deterniliring voting rights and Assessments.

(7) "Assessment Unit" means the unit of measurement used to determine the payment of Assessments.

(8) "Assessments" means the sums levied against the Lots to pay Common Expenses and other expenditures by the Association, as provided in Article 6. Assessments include "Annual Assessments", "Additional Assessments," "Individual Assessments" and "Special Assessments" (leviep. pursuant to sectfon 55-514 of the POA Act).

(9) "Association" means BRAMBLETON COMMUNITY ASSOCIATION, and, with respect to the rights_ and obligations of the Association set forth in this Declaration, its successors and assigns.

(10) "Association Documents" means collectively, the Articles of Incorporation, this Declaration, Supplementary Declarations, and the Bylaws, all as amended from time to time. Any exhibit, schedule, certification or amendment to an Association Document is an integral part of that document.

(11) "Board of Directors" or "Board" means the executive and administrative entity established by Article S·of the Articles of Incorporation as llie governing body of the Association.

(12) "Builder" means a Person (other than the Declarant) who is regularly in the business of and purchases land or two or more Lots within the Property solely for the purpose of constructing residential improvements for resale or rental.

(13) "Brambleton Community" means the Property subject to the Declaration and any land subject to a separate Commercial Declaration or Multifamily Declaration.

(14) "Bylaws" means the Bylaws of the Association, as amended from time to time.

(15) "Common Area" means, at any given time, all of the Property other than Lots, then owned or leased by the Association for the benefit, use and enjoyment of the Owners; provided, however, that land within the Property is not Common Area solely because it is burdened by an easement for utilities, landscaping, storm water management or signage or dedicated as a public street or roadway even though the Association may maintain such area. "Common Easement Areas" means, at any given time, any easement available to the Association as specifically located herein, in any Supplementary Declaration or in a separate deed of easement for the benefit or use of the Owners. A portion of the Common Easement Areas which the Association has the right to use and/or maintain as Trails, storm water management ponds or otherwise for the benefit of the Owners may be located within a Lot. For the purposes of operation and control, such portion of the Lot shall be treated as Common Area; for purposes of ownership, such portion shall be part of the Lot and shall be included in the calculation of voting rights and Assessment.

( a) "Reserved Common Area" means a portion of the Common Area for which the Board of Directors has granted a temporary, revocable license pursuant to Section 3 .9 for the exclusive use of Owners of one or more but fewer than all the Lots. The Recreational Facilities shall be treated as Reserved Common Area.

(b) "Limited Common Area" means a portion of the Common Area which has been designated by the Declarant pursuant to Section 3.9 for the primary or exclusive (if specifically designated) use, as appropriate, of Owners of one or more but fewer than all of the Lots.

(16) "Common Expenses" means all expenses incurred by or on behalf of the Association, together with all sums determined by the Board of Directors to be reasonably necessary for the creation and maintenance of reserves pursuant to the provisions of the Association Documents. Except when the context clearly requires otherwise, any reference to Common Expenses includes Limited Common Expenses.

(a) "Limited Common Expenses" means all expenses incurred by or on behalf of the Association and benefiting one or more but fewer than all of the Owners and assessed against the Lots owned by the Owners benefited pursuant to paragraph (2) of Section 6.2(a), including Recreational Facilities Expenses

(b) "Recreational Facilities Expenses" means all expenses incurred by or on behalf of the Association for the management and Upkeep of and insurance for the Recreational Facilities and such amounts as the Board of Directors may determine to be necessary to create reserves for the repair and replacement of the Recreational Facilities.

(17) "County" means Loudoun County, Virginia. All references to approval by the County mean approval by the appropriate agency or official of the County, as determined by the Office of the County Attorney at that time.

( 18) "Covenants Committee" means any of the committees that may be established pursuant to Article 9 to assure that the Property will be maintained in a manner consistent with the purposes and intents of this Declaration. Any reference to the Covenants Committee shall mean the appropriate Covenants Committee having authority with respect to the Lot as provided in Article 9 and the following subparagraphs:

(a) "Initial Construction Committee" means the committee appointed by the Declarant that reviews proposed initial construction of any structure on the Property.

(b) "Modifications and Rules Enforcement Committee" means the committee that reviews proposed plans for any visible additions, alterations or modifications to the exterior of existing residential structures on the Property, located on Single Family Lots and Civic Lots, but excluding Commercial Lots and Multifamily Lots. The Modifications and Rules Enforcement Committee shall also review possible violations of the Rules and Regulations and recommend appropriate enforcement action with respect to all Lots, other than Commercial Lots and Multifamily Lots.

(c) "Commercial Review Committee" means the committee that reviews proposed plans for any visible additions, alterations or modifications to the exterior of existing improvements located on Commercial Lots and Multifamily Lots subject to the Declaration. The Commercial Review Committee shall also review possible violations of the Rules and Regulations and recommend appropriate enforcement action with respect to Commercial Lots and Multifamily Lots subject to the Declaration.

(19) "CPI" means the Consumer Price Index-All Urban Consumers published by the Bureau of Labor Statistics, U.S. Department of Labor, as required by the Proffers. Whenever in the Association Documents the CPI is used, if the index ceases to be published, then such other index as may be published by the U.S. Department of Labor or other reliable governmental or other nonpartisan index intended to reflect general increases in the cost ofliving in the Washington, D:C. Metropolitan area or similar urban area, designated by the Board of Directors and approved by the County may be used.

(20) "Declarant" means Brambleton Group, L.L.C., a Michigan limited liability company. Following recordation of a document assigning to another Person all or some of the rights reserved to the Declarant under the Association Documents, pursuant to Section 5.2, the term "Declarant" shall mean or include that assignee.

(21) "Declarant Control Period" means the period beginning on the date of incorporation of the Association and ending on the earliest of: (1) the later of (i) the seventh anniversary of the date of recordation of the Declaration or (ii) the seventh anniversary of the

(23) "Design Guidelines" means the standards and guidelines adopted by the Board of Directors pursuant to Article 9 and any standards established by the Declarant.

(24) "Development Period" means the period of time that the Declarant (or a lender holding Special Declarant Rights) or any Builder is engaged in development or sales of the Property or the Additional Land or activities relating thereto, during which time the Declarant (or a lender holding Special Declarant Rights) is entitled to exercise certain "Special Declarant Rights" under the Association Documents as described in Article 5. When (i) all the Submitted Land is owned by Owners other than the Declarant ( or a lender holding Special Declarant Rights) or a Builder; (ii) all the Additional Land is owned by Owners other than the Declarant (or a lender holding Special Declarant Rights) or a Builder; and (iii) all of the bonds held by a governmental agency with respect to the Property or the Additional Land have b.een • released, then the Development Period shall end.

(25) "Development Plan" means the general development plan or plans for the Submitted Land and/or Additional Land as approved by resolutions of the Board of Supervisors of Loudoun County, Virginia as ofNovember 15, 1995, in connection with Rezoning Application 1993-0005, Zoning Concept Plan Amendment 1993-0007 and Special Exception 1993-0017, approved November 16, 1995, all as amended from time to time, (collectively, the "Proffers") and such additional development as may be approved by the County. Although the Declarant intends to develop the Property substantially in accordance with the Development Plan and Proffers, the Declarant reserves the right to modify the Development Plan and Proffers subject only to the requirements and procedures of the County.

(26) "Golf Club" or "Club" means the planned golf course and associated club, or any successor club which may be developed as part of or adjacent to the Property: provided, however, that the golf course and the club may be developed as the same or separate entities with separate or shared facilities.

(27) "Golf Club Documents" means the charter, bylaws, membership agreements or other documents developed by the Golf Course Owner or the Club Owner governing the membership rights in the use of the Golf Course or the Club and associated facilities, as the same may be amended by the Golf Course Owner and/or the Club Owner at any time and from time to time.

(28) "Golflnvitee" means the Golf Course Owner's guest, invitee, employee or other authorized user of the Golf Course.

(29) "Golf Club Recreational Facilities" or "Club Recreational Facilities" means the swimming pool, tennis courts and associated buildings and facilities located within the Golf Course or Club and owned by the Golf Course Owner or Club Owner, such facilities not being part of the Common Area.

(30) "Golf Course" means the golf course shown on the Development Plan within or adjacent to the Property, whether or not subject to this Declaration, as long as such land is owned and operated primarily as a golf course and is not used for residential purposes.

(31) "Golf Course Owner" means the owner of the Golf Course or its successors and assigns. "Club Owner" means the Owner of the Club if such facilities are separately owned.

(32) "Land Re9ords" means the land records of Loudoun County, Virginia.

• (33) "Lot" means a portion of the Property designated as a separ~te

subdivided lot ofrecord (but not including the land designated as Common Area and owned or leased by the Association or land dedicated for public street purposes) on a plat of subdivision, resubdivision, consolidation or boundary line adjustment of a portion of the Property recorded among the Land Records or any other parcel ofland held in separate ownership and includes any improvements now or hereafter appurtenant. Lot shall also mean any condominium unit created in accordance with Chapter 4.2 of Title 55 of the Code of Virginia (1950), as amended or any cooperative unit created in accordance with Chapter 29 of Title 55 of the Code of Virginia (1950), as amended. The common elements ofany condominium or cooperative are appurtenances to the units and are part of the Lot. The common area owned by any Subassociation operating within the Property shall be treated as a Lot, except that no voting rights or Assessments are associated with such property and except as specifically stated otherwise.

(a) "Civic Lot" means a Lot planned to be used primarily for public purposes and owned by a governmental or nonprofit entity, including without limitation schools, fire and rescue stations, police stations, libraries, group homes, churches (places of organized worship not used for residential purposes, including day care within a church building) and parks. If a Civic Lot is no longer used and occupied for a public purpose and owned by a governmental or nonprofit entity or is used for residential (except for group homes) or commercial office purposes, then such Lot shall no longer be a Civic Lot and shall be treated as a Commercial Lot, a Multifamily Lot or a Single Family Lot, as may be appropriate.

(b) "Commercial Lot" means a Lot planned to be used primarily for non-residential purposes such as corporate office, office building, golf course, industrial, sports center, commercial condominium units, day care (excluding day care within a church), retail use, restaurant, hotel or similar uses; provided, however, that the Declarant may provide in the Supplementary Declaration or Commercial Declaration applicable to any Lot containing all or any portion of a golf course for the "Golf Course Lot" to be treated differently for the purposes of voting and assessment.

(c) "Multifamily Lot" means a Lot planned to be used primarily for multiple dwellings occupied by persons other than the Owners of the Lot, including, without limitation rental apartments.

( d) "Single Family Lot" means a Lot planned to be used primarily as a residence, containing only one dwelling (or one dwelling and an Accessory Unit) and, unless otherwise specified, includes without limitation Lots containing townhouses, residential condominium units, residential cooperative units or detached or semi-detached single family homes, but not including group homes.

(e) "Combination Lot" means a Lot upon which the buildings contain or will contain both residential and non-residential uses. For example, a Lot containing an elderly congregate care facility may be a Combination Lot. Whether a Lot is primarily a Multifamily Lot, a Commercial Lot or a Single Family Lot should first be determined by reference to the designation made by the Declarant in the applicable Supplementary Declaration. Special provisions for the voting rights and Assessment obligations of the Owner of such Lot shall also be determined by reference to the Supplementary Declaration. If the Supplementary Declaration applicable to such Lot does not designate the nature of the Lot or otherwise provide for the basis of voting and assessment, then whether such a Lot is treated as a Multifamily Lot, a Commercial Lot or a Single Family Lot may be determined by comparing the amount of gross floor area designed and used for residential versus non-residential purposes.

(34) "Majority Vote" means a simple majority (more than fifty percent) of the votes entitled to be cast by members present in person or by proxy at a duly held meeting at which a quorum is present. Any vote of a specified percentage of members means that percentage with respect to the total number of votes actually cast by members present in person or by proxy at a duly held meeting at which a quorum is present. Any vote by a specified percentage of the Board of Directors (or a committee) means that percentage with respect to votes entitled to be cast at a duly held meeting of the Board (or committee) at which a quorum is present. Any vote of or approval by a specified percentage of the Mortgagees means a vote of or approval (whether actual or presumed) by the Mortgagees calculated according to the number of votes allocated to the Lots ( or the Owners of the Lots) on which a Mortgage is held by a Mortgagee.

(35) "Mortgagee" means an institutional lender (one or more commercial or savings banks, savings and loan associations, trust companies, credit unions, industrial loan associations, insurance companies, pension funds or business trusts, including but not limited to real estate investment trusts, any other lender regularly engaged in financing the purchase, construction or improvement of real estate, or any assignee of loans made by such lender, or any combination of any of the foregoing entities) holding a first mortgage or first deed of trust ("Mortgage") encumbering a Lot which has notified the Board of Directors of its status and has requested all rights under the Association Documents in writing pursuant to Section 13.2. Only for the purposes of the notice and inspection rights in Articles 13, 15 and 16 of the Declaration, the term "Mortgagee" shall also include the Federal Housing Administration ("FHA"), the Federal Home Loan Mortgage Corporation ("FHLMC"), Fannie Mae (formerly the Federal National Mortgage Association) ("FNMA"), the Department of Veterans Affairs ("VA"), the Government National Mortgage Association ("GNMA") and any other public or private secondary mortgage market agency participating in purchasing, guarantying or insuring

Mortgages which has notified the Board of Directors of such participation in writing (together the "Secondary Mortgage Agencies").

(36) "Neighborhood" means one or more Lots which are designated as such in a Supplementary Declaration.

(37) "Officer" means any Person holding office pursuant to Article 6 of the Bylaws.

(38) "Owner" means one or more Persons who own a Lot in fee simple, but does not mean any Person having an interest in a Lot solely by virtue of a contract or as security for an obligation. The term "Owner" is also sometimes used to refer to a member-of the -1 Association.

(39) "Person" means a natural person, corporation, partnership, limited liability company, association, trust or other entity capable of holding title or any combination thereof.

(40) "Phase" or "Section" means a portion of the Property designated as provided in Section 4.3.

(41) • "POA Act" means the Virginia Property Owners' Association Act, Chapter 26 of Title 55 of the Code of Virginia (1950), as the same may be amended, supplemented or replaced from time to time.

(42) "Property" means, at any given time, the Submitted Land then subject to the Declaration (including Lots and Common Area) and includes all improvements and appurtenances thereto now or hereafter existing.

(43) "Private Streets and Roadways" means all streets, roadways, sidewalks, curbs, gutters and parking areas which are part of the Common Area, but not including streets and roadways dedicated to public use by a plat or deed of dedication.

(44) "Recreational Facilities" means the swimming pools and associated buildings and facilities owned by the Association, but not including tennis courts, tot lots, playing fields, Trails and community centers open to all Owners and their designees and not including the Golf Club Recreational Facilities or Club Recreational Facilities. The Recreational Facilities shall be Reserved Common Area.

(45) "Rules and Regulations" means the rules and regulations governing the use, occupancy, operation and physical appearance of the Property adopted from time to time by the Board of Directors.

(46) "Subassociation" means any owners association, condominium unit owners association or cooperative association governing a portion of the Property and representing Owners of Lots.

(47) "Submitted Land" means the land designated as such in Exhibit A and all land which is from time to time submitted to the Declaration. If a portion of the Additional Land is developed as multifamily residential or non-residential and subject to a separate Multifamily Declaration or Commercial Declaration, then such land shall not be considered Submitted Land subject to this Declaration and shall only be subject to the provisions of the applicable Multifamily Declaration or Commercial Declaration.

- (48) "Trails" means the paths and trails constructed by the Declarant·or --:r by an Owner pursuant to an agreement with the Declarant across Lots and any Common Area, which shall be maintained by the Association for the use of all Owners or those portions of the Property subject to a sidewalk/trail easement granted to the County. Such paths and trails shall be considered part of the Common Area, even though located within a Lot.

(49) "Upkeep" means care, inspection, maintenance, snow and ice removal, operation, repair, repainting, remodeling, restoration, improvement, renovation, alteration, replacement and reconstruction.

(50) "Visible from Neighboring Property" means with respect to any given object on a Lot, that such object is or would be visible to,a person six feet tall, standing on any part of any adjacent Lot or other real estate at an elevation no greater than the elevation of the base of the object being viewed.

Section 1.2. Construction of Association Documents.

(a) Captions. The captions are provided only for reference, and in no way define, limit or describe the scope, meaning or effect of any provision. All cross-references are to the Declaration unless otherwise indicated.

(b) Pronouns. The use of the masculine gender shall be deemed to include the feminine and neuter genders, and the use of the singular shall be deemed to include the plural and vice versa, whenever the context so requires.

(c) Severability. Each provision of an Association Document is severable from every other provision, and the invalidity or unenforceability of any one or more provisions shall not change the meaning of or otherwise affect any other provision. To the extent that any provision of the Association Documents is found to be overly broad or unenforceable and a narrower or partially enforceable construction may be given to such provision, then the narrower or partially enforceable construction shall be applied and, to the extent lawful, the provision shall be enforced.

(d) Interpretation. If there is any conflict among the Association Documents, the Declaration and thereafter, the applicable Supplementary Declaration shall control, except as to matters of compliance with the Act, in which case the Articles of Incorporation shall control. Specific provisions shall control general provisions, except that a construction consistent with the Act shall in all cases control over any inconsistent construction. The provisions of the Bylaws shall control over any conflicting provision of any rule, regulation or other resolution adopted pursuant to any of the Association Documents. The Association Documents shall be construed together and shall be deemed to incorporate one another in full. Any requirements as to the content of one shall be deemed satisfied if the deficiency can be cured by reference to any of the others.

(e) • •No Merger: Savings Clause. The easements granted and reservatio_p.s • • made herein or in any Supplementary Declaration shall not terminate or merge and shall continue to run with the land, notwithstanding the common law doctrine of merger and the common ownership of the Property at this time by the Declarant. If the intended creation of any easement provided for in this Declaration should fail by reason of the fact that at the time of creation there may be no grantee in being having the capacity to take and hold such easement, then any such grant of easement deemed not to be so created shall nevertheless be considered as having been granted directly to the Association as agent for such intended grantees for the purpose of allowing the Persons to whom the easement were originally to have been granted the benefit of such easement. With respect to the transfer of Special Declarant Rights, any reference to the Declarant's successors and assigns, shall mean only those successors and assigns to which the Special Declarant Rights have been transferred pursuant to Article 5.

(f) Ambiguities Resolved by Declarant. If there is any ambiguity or question as to whether any Person, land or improvement falls within any of the definitions set forth in Article 1, the determination made by the Declarant (as evidenced by a recorded Supplementary Declaration) or practice of the Association during the Declarant Control Period shall be binding and conclusive.

(g) Use ofNew Technology. Due to the ongoing development of new technologies and corresponding changes in business practices, to the extent permitted by law now or in the future: (1) any notice required to be sent or received; (2) any signature, vote, consent or approval required to be obtained; or (3) any payment required to be made, under the Association Documents may be accomplished using the most advanced technology available at that time if such use is a generally accepted business practice. The use of technology in implementing the provisions of this Declaration dealing with notices, payments, signatures, votes, consents or approvals shall be governed by Section 1.2 of the Bylaws.

Section 1.3. The Association.

(a) Creation. The Brambleton Community Association is a nonstock corporation organized and existing under the laws of the Commonwealth of Virginia, charged with the duties and vested with the powers prescribed by law and set forth in the Association Documents.

(b) Membership. Members of the Association shall at all times be, and be limited to, the Declarant ( during the Development Period) and other Persons who constitute Owners of the Lots. If more than one Person owns a Lot, then all of the Persons who own such Lot shall collectively constitute one Owner and be one member of the Association. Each Person is entitled to attend all meetings of the Association. Membership in the Association is mandatory and automatic with ownership of a Lot.

(c) Classes of Owners; Voting Rights. The Association shall have the classes of Owners (members) with the voting rights set forth in Article 4 of the Articles of Incorporation and as follows:

The Class A Owners shall be the Owners of Single Family Lots, other than the Declarant or a Builder during the Declarant Control Period, and shall have one vote for each Lot owned. After the Declarant Control Period, the Declarant and any Builder shall become a Class A Owner.

The Class B Owners shall be the Owners of Multifamily Lots, including the Declarant, and shall have one vote for each five dwelling units located or permitted to be located under zoning regulations on such Lot; provided, however, that if land to be developed as multifamily residential is subject to a separate Multifamily Declaration, then the owner of such land is not a member of the Association and shall have no vote.

The Class C Owners shall be the Owners of Commercial Lots, including the Declarant, and shall have one vote for each 2,000_square feet of Assessable Floor Area (rounded to the nearest tenth of a vote) within the improvements located on such Lot provided, however, that an Owner of a Commercial Lot subject to the Declaration shall be entitled to at least one vote; provided, further, that if land to be developed as non-residential is subject to a separate Commercial Declaration, then the owner of such land is not a member of the Association and shall have no vote.

The Class D Owners shall be the Owners of Civic Lots and shall have no vote.

The Class E Owner shall be the Declarant. The Declarant shall have 8,400 votes [a number equal to one and one-halftimes the total maximum number of votes which would be appurtenant to all the Single Family Lots that could be created when the Submitted Land and any Additional Land are fully developed] less the number of votes held by the Class A Owners when a vote is taken. If the Declaration is amended from time to time to include additional land that was not originally described on Exhibits A and B to the Declaration when the Declaration was recorded, if the land described in Exhibit B as "Adjacent Properties" is developed by the Declarant or if the Development Plan is amended to increase the maximum number of single family dwellings permitted on the Submitted Land and the Additional Land above 5,600 units, then the number of votes of the Class E Owner described above shall be increased by one and one-halftimes the number of votes that would be appurtenant to any additional Single Family

The Association shall accept title to any real estate or personal property offered to the Association by the Declarant. The Declarant will try to specifically identify the Common Area, but such identification shall not be required in order for the land to be Common Area. If the Declarant determines that a particular parcel of land is or is not Common Area, such determination shall be binding and conclusive. The Common Area may change from time to time. Accordingly, references to Common Area shall be deemed to refer to the Common Area existing at the relevant time.

Section 2.2. No Dedication. Nothing contained herein or in the other Association Documents shall be construed as a dedication to public use or as an assumption of responsibility for Upkeep of any Common Area by any public or municipal agency, authority or utility, nor shall it be construed to prevent the Board of Directors of the Association from permitting public -x access to or use of any Common Area.

Section 2.3. Regulation of Common Area. The Board of Directors shall have the right to regulate use of the Common Area pursuant to Section 8.3 and to charge fees for individual use of Common Area owned in fee simple by the Association. The Board may also allow nonmembers to use portions of the Common Area, specifically Recreational Facilities, on a daily, an annual or one-time fee basis. The Board of Directors may also mortgage, dedicate or convey Common Area owned in fee simple by the Association or grant easements over and through the Common Area subject to the restrictions in Section 15.4.

Section 2.4. Transfer of Responsibility for Upkeep. When the Declarant or a Builder substantially completes improvements on any portion of the Common Area and transfers responsibility for Upkeep for such portion of the Common Area to the Association, a representative of the Association appointed by the Board of Directors shall inspect such portion of the Common Area and shall report its condition to the Board of Directors within fifteen days after notice from the Declarant or Builder that such portion of the Common Area is ready for inspection. If the Association fails to do so within the fifteen-day period, the Association waives its rights under this section. When the Declarant or Builder transfers the responsibility for Upkeep of any portion of the Common Area to the Association, any improvements located thereon shall be substantially complete, all work (except for such work which cannot be performed due to the weather conditions or the season of the year, which the Declarant or Builder will be obligated to complete when weather conditions permit) required by the site plan shall be either completed or bonded with the County and such portion of the Common Area and improvements on such portion of the Common Area shall be in a condition generally acceptable to the Association. When the Association assumes responsibility for Upkeep for a portion of the Common Area, the Association shall cooperate with the Declarant or Builder to obtain release of County bonds. If such Common Area and the improvements located thereon are not in such condition, the Association shall notify the Declarant or Builder in writing, specifying the deficiencies, whereupon the Declarant or Builder shall have ninety days to remedy the deficiencies. After such ninety-day period, the Association may perform on behalf of the Declarant and the Declarant or Builder shall promptly reimburse the Association for the reasonable costs incurred.

Section 2.5. Additional Improvements on Common Area. After the initial improvement and conveyance of any Common Area to the Association, the Declarant or a Builder may, but is not obligated to, construct additional improvements on the Common Area for the benefit of the Property, pursuant to the easements in Section 3.1.

Section 2.6. Boundary Adjustments. The Association, acting through its Board of Directors (without the joinder or approval of any member, Owner or Mortgagee) has the power at any time or times, consistent with the then existing zoning or subdivision ordinances of the applicable governmental authority to transfer part of the Common Area for the purpose of adjusting Lot lines or otherwise in connection with the orderly subdivision and development of the Property; provided, however, that: (i) such transfer shall not reduce the portion of the Property designated as "open space" below the minimum level of"open space" required in.the· -J' subdivisions comprising the Property by the applicable County Ordinance at the time of the transfer; (ii) if the transfer results in a material reduction in the amount of Common Area (more than an acre), then the Declarant shall transfer or cause to be transferred to the Association such land as may be necessary to maintain the total acreage designated as "Common Area" at that level existing at the time of the transfer or the Association shall be otherwise reasonably compensated; (iii) the appropriate governmental authorities approve such Lot line adjustments; (iv) documents showing each such Lot line adjustment are submitted to the Department of Veterans Affairs ("VA") if VA is guarantying a Mortgage on a Lot directly affected by the adjustment; and (v) the boundary line adjustment is approved by all Owners of Lots for which the boundaries are being adjusted.

ARTICLE3

EASEMENTS

Section 3.1. Development Easements.

(a) Easements Reserved to the Declarant.

(1) Easement to Facilitate Development. The Declarant hereby reserves to itself and its successors and assigns a nonexclusive blanket easement over and through the Property for all purposes reasonably related to the_ dev-~lopment and completion of improvements on the Property and the Additional Land, including without limitation: (i) temporary slope and construction easements; (ii) drainage, erosion control and storm and sanitary sewer easements (including the right to cut or remove trees, bushes or shrubbery, to regrade the soil and to take any similar actions reasonably necessary: provided, however, that thereafter the Declarant shall restore the affected area as near as practicable to its original condition); (iii) easements for the storage (in a sightly manner) ofreasonable supplies of building materials and equipment necessary to complete the improvements; (iv) easements for the construction, installation and Upkeep of improvements (e~g., buildings, landscaping, street lights, signage, etc.) on the Property and the Additional Land or reasonably necessary to serve the Property or the Additional Land; and (v) easements for ingress and egress as necessary to perform the foregoing.

(2) Easement to Facilitate Sales. The Declarant hereby reserves to itself and its successors and assigns the right to: (i) use any Lots owned or leased by the Declarant, any other Lot with the written consent of the Owner thereof or any portion of the Common Area (including any buildings thereon) as models, management offices, sales offices, a visitors' center, construction offices, customer service offices or sales office parking areas (provided, however, that the Declarant or its designee, as appropriate, shall remain responsible for the Upkeep of that portion of the Common Area used for the foregoing purposes); (ii) place and maintain in any location on the Common Area and on any Lot (for a distance often feet behind any Lot line which parallels a public or private street), street and directional signs, temporary promotional signs, temporary construction and sales offices, plantings, street lights, entrance features, "theme area" signs, lighting, stone, wood or masonry walls or fences and other -J' related signs and landscaping features; provided, however, that all signs shall comply with applicable governmental regulations and the Declarant shall obtain the consent of the Owner of any affected Lot or of the applicable Covenants Committee if the Owner does not consent; and (iii) relocate or remove all or any of the above from time to time at the Declarant's sole discretion.

(3) Easement for Utilities, Community Systems and Related Services.

(A) General Utility Easement. A non-exclusive perpetual blanket easement is hereby granted over and through the Property for ingress, egress, installation and Upkeep of the equipment for providing to any portion of the Property or adjacent real estate, any utilities, including without limitation water, sewer, storm water management and drainage, oil, gas, electricity, solar, telephone, television, cable, broadband or other telecommunications service or Community Systems (as defined in Subsection 7 .8(b )), whether public or private; such easement is hereby granted to any Person installing or providing Upkeep for the aforesaid services. Any pipes, conduits, lines, wires, inlets, transformers, manholes and any other apparatus necessary for the provision or metering of any utility may be installed, maintained or relocated where permitted by the Declarant or where approved by resolution of the Board of Directors; provided, however that no line shall run beneath a dwelling other than the lines serving such dwelling.

(B) Specific Development Easement Areas.

The Declarant hereby reserves to itself and its successors and assigns the right to grant and reserve easements, rights-of-way and licenses over and through: (i) the Common Area; (ii) any common area within a planned community or the common elements of any condominium or cooperative located within the Property; (iii) any real estate conveyed to a Builder prior to subdivision into individual lots; (iv) any Commercial, Civic or Multifamily Lot within twenty-five feet of any boundary line of such Commercial, Civic or Multifamily Lot; or (v) any Single Family Lot within ten feet of any boundary line of such Single Family Lot for the installation and Upkeep of the equipment for providing to any portion of the Property or adjacent real estate, any utilities, including without limitation water, sewer, drainage, gas, electricity, telephone, cable, broadband, television or other telecommunications service or Community Systems (as defined in Subsection 7.8(b)), whether public or private, or for any other purpose necessary or desirable for the orderly development of

the Property or for the benefit of adjoining real estate; provided, however that no line shall run beneath a dwelling other than the lines serving such dwelling.

(4) Dedications and Easements Required by Governmental Authority.

The Declarant hereby reserves to itself and its successors and assigns, the right to make any dedications and to grant any easements, rights-of-way and licenses required by any government or governmental agency over and through all or any portion of: (i) the Common Area; (ii) any common area within a planned community or the common elements of any condominium or cooperative located within the Property; (iii) any real estate conveyed to a Builder prior to subdivision into individual lots; (iv) any Commercial, Civic or Multifamily Lot within twentyfive feet of any boundary line of such Commercial, Civic or Multifamily Lot; or (v) any Single Family Lot within ten feet of any boundary line of such Single Family Lot. The Declarfil!t also -J' hereby reserves to itself and its successors and assigns an easement to make any corrections required by a governmental authority or utility and a right to grant and reserve easements or to vacate or terminate easements across all Lots and Common Area as may be required by any governmental agency or authority or utility company in connection with the release of bonds or the acceptance of streets for public maintenance with respect to the Property.

(5) Landscaping Easement Across Lots: Trails.

(A) Landscaping. The Declarant hereby reserves to itself and its successors and assigns, an easement and the right to grant and reserve easements over and through the Common Area, the common area within any planned community or the common elements of any condominium or cooperative located within the Property or any real estate conveyed to a Builder prior to subdivision into individual lots, or over and through any Lot: (i) within fifty feet of any public or private right-of-way or twenty-five feet from any adjacent Lot in the case of a Commercial, Civic or Multifamily Lot; (ii) within ten feet of any public or private right-of-way in the case of a Single Family Lot; and (iii) and around the lake frontage of all lakes and storm water retention ponds, for a depth of twenty feet back from the high water mark. These easements shall be for the purpose of construction, installation, irrigation and Upkeep of landscaping features, including without limitation plants, trees and earth berms and other earth contouring and shall include ingress and egress as necessary to perform such tasks. Such easement area shall also be available for entrance features, project signage, fencing, and associated lighting and irrigation systems. The Owner of a Lot burdened by the easement shall not construct any improvements within the easement without the permission of the Declarant, during the Declarant Control Period, or the Board of Directors, thereafter. If the Board of Directors so determines, then the cost of the Upkeep of these easement areas by the Association shall be a Common Expense or a Limited Common Expense, as appropriate. Otherwise, the Owner of a Lot shall maintain the easement area located on such Owner's Lot at such Owner's own expense.

(B) Trails. In addition, the Declarant may install Trails within the easement areas described in this paragraph, without the permission or approval of the Owner of such Lot, or any other location over and through the Lot with the permission of the Owner of such Lot. The Declarant hereby reserves to itself and its successors and assigns, the right to

the applicable Assessment for Recreational Facilities Expenses. The Common Area containing the Recreational Facilities shall be Reserved Common Area for the exclusive use of the Class A Owners paying Assessments for the Recreational Facilities Expenses and such other Persons as may be permitted by the Board of Directors and the Declarant pursuant to this paragraph. Upon request, the Board of Directors may determine to provide memberships to any Class B, C or D Owner for a fee on a basis reasonably reflecting the number of users associated with such Owner. Once a Class B Owner requests membership in the Recreational Facilities, however, such Class B member can not withdraw from membership in the Recreational Facilities without the approval of the Board of Directors. The Declarant may also provide in a Supplementary Declaration that the Owner of a Commercial, Civic or Multifamily Lot shall have the right to use the Recreational Facilities upon payment of a certain fee as provided in the Supplementary Declaration applicable to such Lot. The Declarant may also provide in a Multifamily Declaration or a Commercia1 • • 1 Declaration that the owner of a portion of the Additional Land shall have the right to purchase membership in the Recreational Facilities. The rights and easements granted hereby shall be subject to all rights and powers of the Association (in addition to any easements granted or reserved in this Declaration or pursuant to other Association Documents), when exercised in accordance with the applicable provisions of the Association Documents.

(c) Limitations. The rights and easements of enjoyment created this Section shall be subject (in addition to any easements granted or reserved in this Declaration or pursuant to the other Association Documents) to all rights and powers of the Declarant and the Association when exercised in accordance with the other applicable provisions of the Association Documents, including without limitation the Association's right to designate Reserved Common Area, to regulate the use of the Common Area and to establish reasonable charges therefor, to grant easements across the Common Area, to dedicate or convey portions of the Common Area owned in fee simple by the Association and to mortgage the Common Area owned in fee simple by the Association, subject to Section 15.4. In the event of a default upon any Mortgage of the Common Area by the Association, the lender's rights hereunder shall be limited to a right, after taking possession of such Common Area, to charge reasonable admission and other fees, and, if necessary, to open enjoyment of such Common Area to a wider public, until such debt is satisfied, whereupon possession of the Common Area shall be restored to the Association and the rights of the Owners shall be fully restored.

(d) Delegation. Subject to the Rules and Regulations and such other restrictions as may be adopted by the Association, any Person having the right to use and enjoy the Common Area may delegate such rights to such Person's household or company, tenants, guests, customers, employees, agents and invitees and to such other Persons as may be permitted by the Association. The easements and rights granted by this Declaration shall not be enforceable by Persons to whom such easements and rights may be delegated by Owners, including without limitation the household or company, tenants, guests, customers, employees, agents and invitees of any Owner. This section does not affect, however, the rights of the holders of Mortgages in possession or court-appointed officers in possession and control of a Lot acting in the name, place and stead of Owners, or any Person's right to enforce any easements or rights granted in any lease or agreement between such Person and an Owner.

(e) Additional Land.

(1) Use Recreational Facilities. During the Development Period, the Declarant hereby reserves to itself and its successors and assigns the right to grant to each Person lawfully occupying any portion of the Additional Land a non-exclusive right and easement of use and enjoyment in common with others of the Recreational Facilities and associated parking areas constituting a portion of the Common Area and a right of access over and through the Common Area to such facilities. The rights and easements granted by the Declarant pursuant to this subsection shall be subject to all rights and powers of the Association, when exercised in accordance with the applicable provisions of the Association Documents (in addition to any easements granted or reserved in this Declaration or pursuant to other Association Documents). The Persons to whom this easement is granted or the owners association or unit owners _ _- - • -I association of any planned community or condominium or cooperative corporation located on the Additional Land shall pay to the Association an annual assessment levied exclusively for a share of the costs of management and Upkeep of the recreational amenities, parking areas or shared utilities and for services and facilities related thereto at least equal to the amount that would be payable if the Additional Land were subject to the Declaration as determined by the Declarant.

(2) Access Across Common Area. During the Development Period, the Declarant also reserves to itself and its successors and assigns the right to grant to each Person lawfully occupying a portion of the Additional Land a non-exclusive easement over all streets, walks and paths on the Common Area, as may be necessary for vehicular and/or pedestrian ingress and egress across such Common Area from a public right-of-way to any portion of the Additional Land that would not otherwise have access to a public right-of-way: provided, however, that the Persons benefiting from such easement bear a portion of the expense of Upkeep for the access roads in such amounts as may be determined by the Declarant.

Section 3.9. Reserved Common Area and Limited Common Area.

(a) Reserved Common Area. The Board of Directors shall have the power in its discretion from time to time to grant revocable licenses in the Common Area owned in fee simple by the Association by designating portions of the Common Area as Reserved Common Area. This right extends to Common Area that has been assigned as Limited Common Area for the primary use of the Owners of a group of Lots, so long as the assignment of Reserved Common Area is to one of the Owners of the Lots that have been designated to rec;eive the primary use of such Limited Common Area. Such Reserved Common Area shall be subject to such restrictions, reasonable charges and conditions on the use thereof as the Board may deem appropriate. Such Reserved Common Area shall be maintained by the Association as a Common Expense or a Limited Common Expenses or, at the Board's option, by the Persons having the exclusive right to use the Reserved Common Area. The Board of Directors is not required to assign Reserved Common Area in an uniform manner, but it is only required to use its business judgment. For example, the Board of Directors may determine to assign parking spaces to some Owners and not others, or to assign different numbers of parking spaces to different Owners based on whether or not such Owners have parking on such Owners' Lots, to provide for priority parking because of a handicap, or for other reasonably justifiable purposes.

(b) Limited Common Area. During the Development Period, the Declarant shall have the unilateral right without the joinder or approval of the Association or any member, Owner or Mortgagee, to restrict portions of the Common Area owned in fee simple by the Association in the nature of an easement for the primary (or exclusive if specifically designated) use of the Owners of one or more Lots by designating such portions of the Common Area as Limited Common Area. The Declarant may either: (i) indicate the locations of the Limited Common Area appertaining to one or more Lots by depicting such Limited Common Area and the Lots to which it is appurtenant on the plat attached as an Exhibit to a Supplementary Declaration; or (ii) label a portion of the Common Area shown on a plat as an Exhibit to a Supplementary Declaration as "Common Area that may be assigned as Limited Common Area", and thereafter assign such Limited Common Area to one or more specific Lots by unilaterally· -I amending the Supplementary Declaration to indicate the assignment, depicting the Limited Common Area being assigned and the Lots to which it is appurtenant. The Declarant hereby reserves the exclusive right to assign all or any portion of the Common Area as Limited Common Area to be used as parking spaces, being in the nature of a irrevocable easement for the exclusive use of the Owners of the Lots to which such spaces are appurtenant and the Declarant may unilaterally record an amendment to the Declaration showing the assignment of such Limited Common Area Parking Spaces.

Section 3.10. Limited Appointment of Attorney-in-Fact. Each Owner, for such Owner and such Owner's successors and assigns, by acquisition of title to all or any portion of the Property irrevocably appoints the Declarant during the Development Period and the Association after the Development Period as attorney-in-fact to grant, relocate and terminate all easements, rights-of-way and licenses which the Declarant or the Association has the power to grant pursuant to the Association Documents and subject to the limitations set forth therein: provided, however, that any action taken as attorney-in-fact shall not materially, adversely affect any Owner's use and development of the Lot owned by such Owner. The Declarant shall act as such attorney-in-fact only in furtherance of its development of the Property, and the Association shall act as such attorney-in-fact only in furtherance of its responsibilities and duties as set forth in the Association Documents, it being recognized that this grant of a power of attorney is required because the Declarant or the Association may not own the real estate to be subjected to easements, rights-of-way and licenses hereunder.

Section 3.11. Land Submitted by Owners Other than the Declarant. Any Person other than the Declarant submitting land to this Declaration hereby grants to the Declarant, the Association and to each other Owner all rights, easements and other interests with respect to such land granted or reserved in this Article and shall provide such further assurances as may be required.

Section 3.12. Dedications. Notwithstanding any other provision of this Declaration, any easement created herein or pursuant hereto shall automatically terminate and cease to exist with respect to any portions of the Property dedicated for public rights-of-way and accepted into the Virginia State secondary system for maintenance.

DEVELOPMENT OF THE PROPERTY

Section 4.1. Expansion by the Declarant

(a) Designated Additional Land. The Declarant hereby reserves the unilateral right until the twenty-fifth anniversary of the date of recordation of this Declaration to expand the Property from time to time without the joinder or approval of the Association, any member, Owner or Mortgagee (except the Owner of or holder of a Mortgage on such land) by submitting all or any portion of the Additional Land to the provisions of this Declaration and the jurisdiction of the Association whether or not such land is owned by the Declarant. The right to expal_!d may -:I be terminated only upon the recordation by the Declarant of an instrument relinquishing such option. The Declarant reserves the unilateral right, without the joinder or approval of the Association, any member, Owner or Mortgagee, to execute and record a Supplementary Declaration, subjecting any Lot to such additional covenants and restrictions as may be necessary to reflect the different characteristics of such Lot as are not inconsistent with the overall scheme of the Declaration; provided, however, that the Declarant shall not have such right after the conveyance of such Lot to an Owner other than the Declarant without the written consent of such Owner (and the holder of a Mortgage on such Lot), and provided, further, that the provisions in the applicable Supplementary Declaration shall control with respect to Multifamily Lots and Commercial Lots. The Declarant may add Additional Land in accordance with the procedures set forth in Section 4.3. There are no limitations on the option to expand except as set forth in this Article. If the Declarant does not submit all or any portion of the Additional Land to the Declaration, such land may be developed in any manner allowable under local zoning ordinance without regard to the restrictions in this Declaration.

(b) Undesignated Additional Land. The Declarant may unilaterally amend the description of Additional Land set forth in Exhibit B without the joinder or approval of the Association, any member, Owner or Mortgagee to expand the land area referred to as Additional Land whether or not such land is owned by the Declar'ant; provided, however, that such land is adjacent to the Property or across a public or private right-of-way and the addition of such land does not increase the total acreage of the land originally described in Exhibits A and B by greater than ten percent in either land area or total number of dwelling units or square footages of nonresidential development. Such amendment must also be approved by VA if a VA guaranty is in effect on a Mortgage.

Section 4.2. Expansion by the Association. With the written consent of the fee simple owner (if not the Association) and any holder of a Mortgage on such land, a Majority Vote of the members or written approval from members entitled to cast a majority of the total number of votes, and the written consent of the Declarant during the Development Period, the Association may submit any land located immediately adjacent to the Property or across a public or private right-of-way from the Property to the provisions of this Declaration and the jurisdiction of the Association, in accordance with the procedures set forth in Section 4.3. and subject to the limitations of Section 15.4.

Section 4.3. Procedure for Expansion: Additional Covenants. The Declarant or the Association, as appropriate, may record one or more amendments to the Declaration submitting the land described therein to this Declaration and to the jurisdiction of the Association ("Supplementary Declarations"). Any Supplementary Declaration may contain such additions to the provisions in this Declaration as may be necessary to reflect the different character of the land uses therein and as are not inconsistent with the overall scheme of this Declaration; provided, however, that such additions shall not apply to any land previously submitted to this Declaration after conveyance of a Lot to an Owner other than the Declarant without the written consent of the Owner of the Lot (and the holder of a Mortgage on such Lot) subject to the additional provisions and provided, further, that the provisions in the applicable Supplementary Declaration shall control with respect to Multifamily Lots and Commercial Lots. Upon • • • ·I recording a Supplementary Declaration submitting real estate to the Declaration, the provisions of the Declaration, including the provisions for voting rights and Assessments shall apply to the land thereby added as if such land were originally part of the Submitted Land, except as may be modified for Multifamily Lots and Commercial Lots. Any Owner other than the Declarant submitting Additional Land to the Declaration shall be deemed to have granted all the easements and rights granted and reserved herein to the Declarant, the Association and the Owners.

Section 4.4. Withdrawable Real Estate.

(a) By the Declarant. During the Development Period, the Declarant has the unilateral right, without the joinder or approval of the Association, or any member, Owner or Mortgagee (except the Owner of and holder of the Mortgage on the land being withdrawn), to sign and record an amendment to the Declaration and the applicable Supplementary Declaration withdrawing any portion of the Submitted Land from time to time if such land is: (i) zoned, used •or to be used for nonresidential or multifamily residential purposes and submitted to a declaration creating another property owners association or a separate Commercial Declaration or Multifamily Declaration that has been approved by the County; (ii) dedicated or to be dedicated to public use; or (iii) conveyed or to be conveyed to a public authority. This paragraph shall not apply to any portion of the Property for which any Zoning Permit has been issued by the County without the prior written approval of the County.

(b) _ By the Association. After the Development Period, the Board of Directors, acting on behalf of the Association without the joinder or approval of any member, Owner or Mortgagee, may record an amendment withdrawing any land (i) dedicated or to be dedicated to a public use; or (ii) conveyed or to be conveyed to a public authority. The Association may also amend the Declaration to withdraw other land, subject to the requirements of Section 15.4. This paragraph shall not apply to any portion of the Property for which any Zoning Permit has been issued by the County without the prior written approval of the County.

(c) Dedications for Public Streets. Any land dedicated to a public authority for public street purposes is automatically withdrawn and the Declarant or the Board of Directors may unilaterally, without the joinder or approval of any member, Owner or Mortgagee, record an instrument confirming such withdrawal.

Section 4.5. Non-Residential and Multifamily Residential Development. The provisions in the applicable Supplementary Declaration regarding voting, Assessments, rules enforcement and architectural review shall control with respect to Multifamily Residential Lots and Commercial Lots. The Declarant may also provide for a relationship between the Association and non-residential land or multifamily residential land by recording a separate Commercial Declaration or a separate Multifamily Declaration which provides for the collection of money or the sharing of maintenance responsibilities, without subjecting such non-residential land or multifamily residential land to the Declaration or making such land subject to the jurisdiction of the Association for the purposes of maintenance, rules enforcement or architectural control.

ARTICLES

SPECIAL DECLARANT RIGHTS; TRANSFER

Section 5.1. Special Declarant Rights. Special Declarant Rights are those rights reserved for the benefit of the Declarant as provided for in the Association Documents, and shall include without limitation the following rights: (i) to use, grant, reserve, vacate and terminate easements over and through the Property for the purpose of making improvements within the Property; (ii) to maintain models, management offices, construction offices, sales offices, visitor centers, customer service offices and signs advertising the Property; (iii) to exercise the rights and votes of the Class E member of the Association; (iv) to remove and replace any director or committee member appointed or elected by the Declarant; (v) to make unilateral amendments to the Association Documents as provided in Sections 3.9, 4.1, 4.4, and 15.1; (vi) to add Additional Land; (vii) to withdraw Submitted Land; and (viii) to exercise any other rights given to the Declarant. The Declarant may each exercise its Special Declarant rights unilaterally without the joinder or approval of the Association or any member, Owner or Mortgagee.

Section 5.2. Transfer of Special Declarant Rights.

(a) The Declarant may unilaterally transfer Special Declarant Rights created or reserved under the Association Documents without the joinder or approval of the Association, or any member, Owner or Mortgagee to any Person: (i) acquiring Lots or Additional Land; or (ii) holding a Mortgage on Submitted Land or Additional Land. Such transfer shall be evidenced by an instrument recorded in the Land Records within a reasonable time. The instrument is not effective unless executed by the transferor and transferee; provided, however, that a Person acquiring Lots or Additional Land pursuant to Subsection 5.2(c) may unilaterally execute and record an instrument to acquire some or all of the Special Declarant Rights.

A partial transfer of Special Declarant Rights does not prevent the transferor declarant from continuing to exercise Special Declarant Rights with respect to real estate retained by such declarant. The instrument providing for a partial transfer of Special Declarant Rights shall allocate voting rights between the transferor and the transferee. Each Person entitled to exercise Special Declarant Rights under the Association Documents has the right to transfer such

rights unilaterally with respect to real estate owned by such Person, except to the extent provided otherwise in the instrument transferring the Special Declarant Rights to such Person. If at any time no Declarant (or holder of Special Declarant Right) exists and a portion of the Submitted Land or the Additional Land has not been developed, then a successor declarant who owns such undeveloped Submitted Land or Additional Land may be appointed by an amendment to the Declaration made pursuant to Section 15.2.

(b) Upon transfer of any Special Declarant Right, the liability of a transferor declarant is as follows:

(1) A transferor is not relieved of any obligation or liability arising before the transfer and remains liable for warranty obligations (if any) the transferor has •'I undertaken by contract or which are imposed upon the transferor by law.

(2) If the successor to any Special Declarant Right is an Affiliate of a declarant (as defined in Subsection (g)), the transferor is jointly 'and severally liable with the successor for any obligation or liability of the successor that relates to the Property.

(3) If a transferor retains any Special Declarant Rights, but transfers other Special Declarant Rights to a successor who is not an Affiliate of the declarant, the transferor remains liable for any obligations and liabilities relating to the retained Special Declarant Rights imposed on a declarant by the Association Documents arising after the transfer.

(4) A transferor has no liability for any act or omission, or any breach of a contractual or warranty obligation arising from the exercise of a Special Declarant Right by a successor declarant who is not an Affiliate of the transferor.

(c) Unless otherwise provided in a Mortgage, in case of foreclosure of a Mortgage (or deed in lieu of foreclosure), tax sale, judicial sale, sale by a trustee under a deed of trust or sale under the Bankruptcy Code or receivership proceedings, of any Lots or Additional Land owned by a declarant, a Person acquiring title to all the Lots or Additional Land being foreclosed or sold, but only upon such Person's request, succeeds to all Special Declarant Rights related to such Lots or Additional Land or only to any rights reserved in the Association Documents to maintain models, management offices, construction offices, sales offices, customer service offices and signs advertising the Property. The judgment, instrument conveying title or other instrument recorded in the Land Records shall provide for transfer of only the Special Declarant Rights requested.

(d) Upon foreclosure ( or deed in lieu of foreclosure), tax sale, judicial sale, sale by a trustee under a deed of trust, or sale under the Bankruptcy Code or receivership proceedings, of all Lots and Additional Land owned by a declarant: (i) the declarant ceases to have any Special Declarant Rights, and (ii) the Declarant Control Period terminates unless the judgment, instrument conveying title or other instrument recorded among the Land Records within a reasonable time provides for transfer of Special Declarant Rights.

(e) The liabilities and obligations of Persons who succeed to Special Declarant Rights are as follows:

(1) A successor to any Special Declarant Right who is an Affiliate of a declarant is subject to all obligations and liabilities imposed on the transferor by the Association Documents.

(2) A successor to any Special Declarant Right, other than a successor described in paragraphs (3) or (4) of this subsection or a successor who is an Affiliate of a declarant, is subject to all obligations and liabilities imposed by the Association Documents: (A) on a declarant which relate to such declarant's exercise or non-exercise of Special Declarant Rights; or (B) on the· transferor, other than: (i) misrepresentations by any previous declara;nt; •(ii) ·I warranty obligations, if any, on improvements made by any previous declarant, or made before the Association was created; (iii) breach of any fiduciary obligation by any previous declarant or such declarant's appointees to the Board of Directors; or (iv) any liability or obligation imposed on the transferor as a result of the transferor's acts or omissions after the transfer.

(3) A successor to only a right reserved in the Association Documents to maintain models, sales offices, customer service offices and signs, if such successor is not an Affiliate of a declarant, may not exercise any other Special Declarant Right, and is not subject to any liability or obligation as a declarant.

(4) A successor to all Special Declarant Rights held by a transferor who succeeded to those rights pursuant to foreclosure, a deed in lieu of foreclosure or a judgment or instrument conveying title under Subsection (c), may declare the intention in an instrument recorded in the Land Records to hold those rights solely for transfer to another Person. Thereafter, until transferring all Special Declarant Rights to any Person acquiring title to any Lots owned by the successor, or until recording an instrument permitting exercise of all those rights, that successor may not exercise any of those rights other than any right held by the transferor to vote as the Class E member in accordance with the provisions of the Association Documents for the duration of any Declarant Control Period, and any attempted exercise of those rights is void. So long as a successor declarant may not exercise Special Declarant Rights under this subsection, such successor is not subject to any liability or obligation as a declarant.

(f) Nothing in this Article subjects any successor to a Special Declarant Right to any claim against or other obligation of a transferor declarant, other than claims and obligations arising under the Association Documents.

(g) For the purposes of this section, "Affiliate" or "Affiliate of a declarant" means any Person who controls, is controlled by, or is under common control with a declarant. A Person controls a declarant if the Person (i) is a general partner, officer, director or employer of the declarant, (ii) directly or indirectly or acting in concert with one or more Persons or through one or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing more than twenty percent of the voting interests in the declarant, (iii) controls in any manner the election of a majority of the directors oftlie declarant, or (iv) has contributed more

than twenty percent 'of the capital of the declarant. A Person is controlled by a declarant if the declarant (i) is a general partner, officer, director or employer of the person, (ii) directly or indirectly or acting in concert with one or more other Persons or through one or more subsidiaries, owns, controls, holds with power to vote or holds proxies representing more than twenty percent of the voting interest in the Person, (iii) controls in any manner the election of a majority of the directors of the Person, or (iv) has contributed more than twenty percent of the capital of the Person. Control does not exist if the powers described in this paragraph are held solely as security for an obligation and are not exercised.

Section 5.3. No Obligations. Nothing contained in the Association Documents shall impose upon the Declarant or its successors or assigns any obligation of any nature to build, construct, warrant, renovate or provide any improvements. Neither the Declarant nor its .:

successors or assigns shall be liable to any Owner or occupant by reason of any mistake in judgment, negligence, nonfeasance, action or inaction or for the enforcement or failure to .enforce any provision of this Declaration. No Owner or occupant of any portion of the Property shall bring any action or suit against the Declarant to recover any damages or to seek equitable relief because of the enforcement or failure to enforce any provision of the Declaration against a third party. This section shall not be construed to release or absolve the Declarant, its successors-or assigns from any obligation imposed by the duly adopted ordinances of the local jurisdiction, including without limitation the approved Proffers and conditions of subdivision approval.

ARTICLE6

COMMON EXPENSES AND ASSESSMENTS

Section 6.1. Determination of Common Expenses and Budget.

(a) Fiscal Year. The first fiscal year of the Association shall be as determined in accordance with Section 9.4 of the Bylaws.

(b) Preparation and Approval of Budget.

(1) At least sixty days before the beginning of each fiscal year, the Board of Directors shall adopt a budget for the Association containing an estimate of the total amount considered necessary for the ensuing fiscal year to pay the cost of management and Upkeep of the Common Area and, to the extent provided in the Association Documents, Upkeep of the Lots, and the cost of other expenses that may be declared to be Common Expenses by the Association Documents or by a resolution of the Board of Directors, including without limitation services provided to the Owners, Lots or Common Area.

(2) Such budget shall also include such reasonable amounts as the Board of Directors considers necessary to provide working capital (available cash for day-to-day expenses that is otherwise uncommitted), a general operating reserve (including an amount to cover operating losses due to insurance deductibles) and reserves for contingencies (potential costs or liabilities which have not been incurred but which should be planned for) and reserves for replacements. At least forty days before the beginning of each fiscal year, the Board of Directors shall make available a copy of the budget in a reasonably itemized form that sets forth the amount of the Common Expenses and provide a copy of such budget to each member and Owner. Such budget shall constitute the basis for determining the Assessment against each Lot.

(3) The budget shall also reflect the separate assessment of Limited Common Expenses, including without limitation certain expenses (and reserves) relating to or benefiting one or more but less than all of the Lots, whether categorized by location or type of expense. Such expenses shall be assessed only against the Lots benefited in accordance with Subsection 6.2(a)(2).

(c) Installment Payments and Due Dates. Any and all such Assessments and other charges shall be a lien against each Owner's Lot as provided in Section 12.2. On or before the first day of each fiscal year, and the first day of each succeeding payment period in such fiscal year, each Owner shall pay to such Person at such place as the Board of Directors may direct that installment of the Annual Assessment which is due during such period. The Board of Directors shall establish one or more payment periods and the due dates for each such payment in

each fiscal year; provided, however, that payments shall be due not less than semi-annually or more frequently than monthly unless specifically provided otherwise herein. All sums collected by the Board of Directors with respect to Assessments against the Lots or from any other source may be commingled into a single fund.

(d) Initial Budget and Initial Assessment.

(1) Upon taking office, the first Board of Directors shall determine the budget, as defined in this section, for the period commencing thirty days after taking office and ending on the last day of the fiscal year in which such directors take office.

- (2) The first installment of the Annual Assessment for Common Expenses shall be prorated based upon the number of days remaining in the payment period and shall be due on the date such Lot becomes subject to full assessment pursuant to Subsections 6.2 (a) (1) and Section 6.3. Any additional amounts due shall be divided by the number of full payment periods (if any) remaining in that fiscal year and paid in equal installments on the first day of each payment period remaining in that fiscal year. Such Assessment shall be levied and become a lien as set forth in Section 12.2.

(3) Notwithstanding the foregoing, the Declarant may, at the Declarant's sole option, decide to pay all ordinary operating costs of the Association for a period of time not to exceed two years. If the Declarant so elects, the Association will incur no Common Expenses and thus no regular Annual Assessments will be collected during such time.

(4) Each initial purchaser of a Single Family Lot other than the Declarant or a Builder shall pay at settlement an "initial capital assessment" equal to Five Hundred Dollars ($500.00) for such purchaser's Lot to provide necessary working capital for the Association, except that the initial purchaser of a Single Family Lot consisting of a condominium unit or cooperative unit located in a multifamily structure shall pay an initial capital assessment of Three Hundred Seventy-Five Dollars ($375.00). In the sole discretion of the Declarant, the amount of the initial capital assessment may be increased each fiscal year by up to the lesser of: (i) ten percent; or (ii) the percentage increase in the CPI. The Declarant or a Builder, however, shall not be required to pay an "initial capital assessment" on the Lots owned by the Declarant or such Builder. Such funds may be used for certain prepaid items, initial equipment, supplies, organizational costs and other start-up costs, as the Board of Directors may determine, as well as ongoing expenses. One Hundred Dollars ($100.00) of the initial capital assessment for each Lot served by a private street shall be deposited in the reserve accounts for the maintenance of the private streets, unless the Declarant or Builder has made such payment into a reserve fund with respect to such Lot. Such funds shall not be used to pay or offset expenses incurred by the Declarant in the development of the Property.

(e) Effect of Failure to Prepare or Adopt Budget. For the first fiscal year of the Association following the first conveyance of any Lot to an Owner other than the Declarant or a Builder, and for all fiscal years thereafter, the Board of Directors shall establish the Annual Assessment against each Lot for Common Expenses. The failure or delay of the Board of

Directors to prepare or adopt a budget for any fiscal year shall not constitute a waiver or release in any manner of an Owner's obligation to pay the allocable share of the Common Expenses as herein provided whenever the same shall be determined and, in the absence of any annual budget or adjusted budget, each Owner shall continue to pay Assessments at the rate established for the previous fiscal year until notified of the new payment which is due on the first day of the next payment period which begins more than ten days after such new annual or adjusted budget is adopted and the Owner receives such notice.

(f) Pledge of Revenues. The Board of Directors, by a vote of two-thirds of the total number of directors, shall have the right and power to assign and pledge all revenues to be received by the Association, including but not limited to Annual and Additional Assessments in order to secure the repayment of any sums borrowed by the Association from time to time.: -J'

Section 6.2. Assessments.

(a) Purpose and Rate of Assessment: Payment.

(1) The total amount of the estimated funds required for: (i}the management and Upkeep of the Property; (ii) services to the Lots and Owners; or (iii) to meet obligations of the Association established pursuant to this Declaration or other shared Upkeep agreements shall be assessed annually or levied as an Additional Assessment as further provided below.

(A) Subject to the limitations set forth in paragraph (2) of this Subsection 6.2(a) and the exemptions provided in Section 6.3, the Association shall assess each Single Family Lot or each Combination Lot with a residential component, in an amount equal to: (i) the total amount budgeted for general Common Expenses (not including Limited Common Expenses), less the amounts collected from Commercial Lots or Multifamily Lots or others which are assessed pursuant to other provisions; (ii) divided by the total number of Assessment Units assigned to all such Single Family Lots (and Combination Lots, if applicable); and (iii) multiplied by the total number of Assessment Units allocated to the Lot to be assessed.

Assessment Units shall be assigned as follows:

(i) One (1) Assessment Unit shall be assigned to each Single Family Lot, except for Single Family Lots consisting of a condominium or cooperative unit located in a multifamily style structure, in which case 314th ( or 75) of an Assessment Unit shall be assigned to such Lot.

(ii) Combination Lots shall be assigned Assessment Units and assessed as provided by the Declarant in the applicable Supplementary Declaration.

(B) Commercial Lots and Multifamily Lots shall be assessed only in accordance with the applicable Supplementary Declaration.

(C) The Association shall not assess a Civic Lot for so long as such Lot is used and occupied for a public purpose and owned by a governmental or nonprofit entity. If a nonprofit day care facility is located in a church or other primarily Civic Lot, then it shall be treated as part of the Civic Lot.

(2)

Limited Common Expense Assessment. Subject to the exemptions set forth in Section 6.3, Limited Common Expenses shall be assessed only against the Lots benefited in proportion to their relative Common Expense liability inter se or based on usage, as appropriate. Such Limited Common Expenses may be determined as follows:

(i) . Any expenses incurred by the Association for Upkeep of or reserves for the Upkeep of Limited Common Area assigned exclusively to specific Lots may be -:1 assessed only against the Lots to which such Limited Common Area is appurtenant.

(ii) Any expenses incurred by the Association for trash pick-up, parking lot or open space maintenance or similar services, if the Board of Directors determines that the cost of such Upkeep or service varies significantly between housing types, Lot types or geographical location may be billed specifically against the Lots so served.

(iii) Any expenses designated in.a Supplementary Declaration as Limited Common Expenses shall be paid by the Owners of Lots subject to such Supplementary Declaration.

(iv) Any services or utilities to Lots which the Board of Directors determines vary significantly based on usage may be assessed against the Lots served based on usage.

(v) The cost of any Upkeep required for private storm drainage easements serving a limited number of specific Lots may be assessed as a Limited Common Expense against the Lots so served.

(vi) Any expenses for the Recreational Facilities which the Board of Directors determines to be primarily for the Upkeep and operation of such facilities may be assessed as a Limited Common Expense as further described in paragraph (3) below.

(vii) Any costs of providing Community Services .shall be assessed only against the Single Family Lots and other any other Lots for which the Owner has requested such services as provided in Subsection 7.8(b).

(viii) Any expenses proposed by the Board of Directors or a specific group of Owners as Limited Common Expenses against a specific group of Lots and agreed to by members entitled to cast a majority of the total number of votes with respect to such Lots, may be assessed against such Lots as such Owners may agree or on the basis set forth in Subsection 6.2(a)(l) inter se.

(ix) Any expenses incurred by the Association for Upkeep of or reserves for the Upkeep of private streets and common driveways, alleys or pipestems, whether located on Common Area or available by easement, may be assessed as a Limited Common Expense against Single Family Lots served by a private street, common driveway, alley or pipestem. The Association may establish a single fund and a single Limited Common Expense Assessment to provide for the Upkeep and reserves for all such private streets and common driveways, alleys or pipestems and is not required to maintain separate accounts.

(3)

Recreational Facilities Expenses. The Board of Directors shall assess each Single Family Lot ( except for a Single Family Lot consisting of a condominium unit) which is subject to assessment pursuant to Subsection 6.2(a)(l) for Recreational Facilities Expenses as a Limited Common Expense in an amount to be determined by the Board of__ -I Directors. The Board of Directors shall assess a Multifamily Lot or a Single Family Lot consisting of a condominium unit for Recreational Facilities Expenses only if the applicable Supplementary Declaration or states that the occupants of such Lot are entitled to use the Recreational Facilities and that the Lot is subject to assessment for Recreational Facilities Expenses or the Owner of the Multifamily Lot or the Single Family Lot consisting of a condominium unit requests membership in the Recreational Facilities. A Multifamily Lot or a Single Family Lot consisting of a condominium unit shall pay the same amount per dwelling for Recreational Facilities Expenses as a Single Family Residential Lot unless provided otherwise in the applicable Supplementary Declaration. The Board of Directors (in its sole discretion) may also establish a two-level Recreational Facilities Assessment. The first level would be assessed against all Lots subject to assessment for Recreational Facilities Expenses, the second level to be paid only by those Owners electing to use the Recreational Facilities. If membership in the Recreational Facilities is provided for in the applicable Supplementary Declaration or a separate Commercial Declaration or Multifamily Declaration or such membership is requested by the Owner of a Commercial Lot or a Civic Lot, the Board of Directors shall provide such membership as provided in the applicable Supplementary Declaration or Commercial Declaration or Multifamily Declaration. If no such provision is made in the applicable Supplementary Declaration, Commercial Declaration or Multifamily Declaration, then the Board may determine to provide membership at an assessment level to be determined by the Board of Directors to be fair based on usage.

(b) Additional Assessments. The Association may levy Additional Assessments on the Lots subject to assessment pursuant to Subsection 6.2(a)(l). The Board of Directors shall give notice of any Additional Assessment to the Owners specifying the amount and reasons therefor, and such Assessment shall, unless otherwise specified in the notice, be payable in full with the next periodic installment which is due more than ten days after the date of such notice or in not more than six equal periodic installments, as the Board may determine. Such Assessment shall be a lien as set forth in Section 12.2.

(c) Individual Assessments. The Association shall have the power to assess an Owner's Lot individually: (i) for the amount of any costs incurred by the Association pursuant to Section 7.2(a) in performing Upkeep that the Owner failed to perform as required by that section; (ii) for the amount of any charges imposed on that Owner pursuant to Section

12.1 (h); (iii) for any costs incurred by the Association because of any violation or negligence for which that Owner is responsible under Section 12.l{a); (iv) charges due for services provided under contract with the Association; and (v) fees charged for individual use of the Common Area. Each such Assessment shall be due ten days after notice thereof is given to the Owner unless the notice specifies a later date.

(d) Optional Expenses. Upon request, the Association may provide certain services to Owners (including the Declarant) on a contractual basis pursuant to Section 7.8; provided, however, that the charge for such services shall be assessed against such Owner's Lots in accordance with the terms of the contract.

(e) • INTENTIONALLY OMITTED.

(f) Reserves. The Board of Directors shall build up and maintain reasonable reserves for working capital, operations (including losses due to insurance deductibles), contingencies and replacements. Such funds shall be a Common Expense of the Association and shall be deposited and invested as directed by the Board of Directors. At least seventy-five percent of such reserve funds shall be deposited in one or more financial institutions the accounts of which are insured by an agency of the United States of America or, in the discretion of the Board of Directors, be invested in obligations of, or fully guaranteed as to principal by, the United States of America. Reserves for items serving only certain Lots shall be accounted for and funded solely by the Owners of the Lots served (as a Limited Common Expense). As to

each separate reserve account:

(1) . Ex__traordinary expenditures not originally included in the annual budget, which may become necessary during the year, shall be charged first against the appropriatereserves. Except for expenses for normal Upkeep shown in the annual operating budget, all expenses for repair and replacement_ofpllysical assets maintained by the Association shall be charged first against the appropriate reserves. Unless otherwise determined by the Board of Directors, the amount held as reserves shall not substantially exceed the amount reasonably required to assure the Association's ability to replace components as they reach the end of their useful lives.

(2) If regular annual Upkeep extends the useful life of components so that reserves are excessive, the reserves shall be adjusted by reallocation to other budget items or by distribution to each Owner (including the Declarant) in proportion to the percentage (if any) of Assessments paid by such Owner.

(3) If the reserves are inadequate to meet actual expenditures for any reason (including non-payment of any Owner's Assessment) then the Board of Directors shall, in accordance with Subsection 6.2(b ), levy an Additional Assessment against the Lots, unless the Declarant is then obligated to pay such amounts pursuant to Subsection 6.3(b ).

(g) Sm:plus and Deficit.

(1) Any amount accumulated in excess of the amount required for actual expenses and reserves shall, at the discretion of the Board of Directors: (i) be placed in reserve accounts; (ii) be placed in a special account to be expended solely for the general welfare of the Owners; (iii) be credited to the next periodic installments due from Owners under the current fiscal year's budget, until exhausted, or (iv) be distributed to each Owner (including the Declarant) in proportion to the percentage (if any) of Assessments paid by such Owner.

(2) Unless the surplus from the preceding years is applied against the deficit or the budget for the succeeding fiscal year is adjusted to amortize the deficit, any net shortage in expenses•(including reserves) shall be assessed promptly against the Owners as an· --:: Additional Assessment in accordance with Subsection 6.2(b ), unless the Declarant is then obligated to pay such amounts pursuant to Subsection 6.3(b ).

(h) Lots Added During the Fiscal Year: Improvements Completed During Fiscal Year. (1) Lots Notwithstanding any other provision of this Article, whenever any Additional Land is added, the Assessment against each Lot being added ( other than unoccupied Lots which are owned by the Declarant or a Builder and exempt from Assessment in accordance with Section 6.3) shall be calculated in the same manner and be due in the same number of installments as the assessment for the remainder of the fiscal year against Lots already a part of the Property. In addition, the Owner of the Lot being added shall pay a prorated portion of any amount payable for the period between the date the Lot becomes subject to assessment pursuant to Section 6.2(a)(l) and the due date of the next installment. Such proration of the Assessment due for any Lot added shall be based upon the total Assessment due and a 365-day fiscal year. Payment of the prorated portion will be due no later than the due date of the first installment to be paid by the Owner of any Lot added. The Board of Directors may revise the budget to reflect the addition of such Lots.

(2) Improvements. For Commercial Lots upon which an improvement is completed during the fiscal year, such Lot shall continue to pay the installment of the Annual Assessment as previously calculated through the end of the installment period during which the certificate of occupancy is issued or the improvement is initially occupied (whichever occurs first). From and after the first day of the next installment period, such Lot shall pay an Annual Assessment based upon the completed improvement.

Section 6.3. Assessment Against Lots Owned by the Builders; Deficit-funding

Obligation: Exemptions. The following paragraphs provide for the collection of Assessments with respect to Single Family Lots owned by Builders.

(a) Builder Assessments. A Builder Assessment is the Assessment that may be levied against Lots owned by Builders (or the Declarant if the Declarant is constructing residential dwellings) that have never been occupied. The applicable Builder Assessment varies based on which portion of the Property the Lot owned by such Builder is located as further described in Exhibit C.

(1) PHASE ONE LOTS. Assessments against unoccupied Lots located in Phase One and owned by Builders, as such Lots may be created from time to time out of the Phase One land approximately in the location shown on Exhibit C hereto, shall be as follows:

Two Hundred Dollars ($200.00) with respect to each recorded Single Family Lot, except for a Single Family Lot consisting of a condominium unit or a cooperative unit located in a multifamily structure, in which case the amount shall be One Hundred Fifty Dollars ($150.00) per planned dwelling unit with respect to such Lot. Thereafter, a Builder shall pay a reduced Assessment of twenty-five percent of the amount that would be assessed for Common Expenses or Limited Common Expenses for such type of Lot if such Lot is still unoccupied and owned by the a Builder, as applicable. • •-I

(2) LOTS NOT LOCATED IN PHASE ONE. Assessments against unoccupied Lots not located in Phase One and owned by Builders shall be as follows:

Five Hundred Dollars ($500.00) with respect to each recorded Single Family Lot, except for a Single Family Lot consisting of a condominium unit or a cooperative unit located in a multifamily structure, in which case the amount shall be Three Hundred Seventy-five Dollars ($375.00) per planned dwelling unit with respect to such Lot. Unoccupied Lots owned by the Declarant or a Builder and not located in Phase One, shall have no on going Annual or Additional Assessment liability until such time as the Lot is initially occupied as further described below.

(3) INITIAL OCCUPANCY. Unoccupied Lots owned by the Declarant or a Builder shall not be subject to full Assessment until the earlier of: (i) conveyance to an Owner other than the Declarant or a Builder; or (ii) initial occupancy.

(4) COLLECTION OF BIBLDER ASSESSMENT. The above one-time Assessment shall be due upon the date of conveyance of the Lot by the Declarant to the Builder. At the sole discretion of the Declarant, the above amounts may be increased each fiscal year after the first fiscal year by up to the lesser of: (i) ten percent; or (ii) the percentage increase in the CPI.

(b) Declarant's Deficit-funding Obligation. For so long as the Declarant or a Builder is exempt from full Assessment for an unoccupied Lot, the Declarant or Builder, as applicable, must provide all necessary Upkeep for such Lot. In addition, during the Declarant Control Period, the Declarant must fund all operating budget deficits (the amount by which the operating expenses of the Association exceed the total budgeted income of the Association), including reasonable reserves (based on expected useful life of the Common Area improvements), as determined by the Board of Directors. The Declarant's deficit funding obligation hereunder may be satisfied with in-kind payments of services or materials. The Declarant's obligation under this section does not include any expenses that the Association is unable to meet because of nonpayment of any Owner's Assessment or because of unusual or extraordinary expenses not included in the budget. The net deficit to be paid by the Declarant shall be cumulative over the

period the Declarant or a Builder owns Lots exempt from full Assessment, regardless of the timing of payments or cash flow of the Association. The Declarant's obligation under this section shall not exceed the amount the Declarant would have been obligated to pay if all Lots owned by the Declarant were assessed in accordance with Subsection 6.2(a) less any Assessments actually paid pursuant to Section 6.3(a) with respect to such Lots. The obligations of the Declarant under this section shall be a lien against the portion of the Property owned by the Declarant.

(c) Exemptions.

(1) Common Area and Public Properties. The Common Area, common area owned by a Sub-association or the common elements of a condominium or cooperativ_e, any -"I properties dedicated to a public authority or exempt from taxation by a public authority and Civic Lots shall be exempt from Assessment and the lien created hereby.

(2) Undeveloped Lots. Notwithstanding any other provision of this Declaration, Lots owned by the Declarant or a Builder, which have never been occupied shall be exempt from full Assessment for Common Expenses, as applicable, which will be collected and paid in full in accordance with Subsection 6.2(e).) and the lien created hereby for so long as the Builder Assessment levied pursuant to Subsection 6.3(a), if any, is paid.

(3) Commercial and Multifamily Lots. Commercial and Multifamily Lots or Additional Land developed for non-residential or mulfr-family residential purposes shall be assessed only in accordance with the provisions of the applicable Supplementary Declaration or Commercial Declaration or Multifamily Declaration.

Section 6.4. Liability for Common Expenses.

(a) Owner Liability. Each Owner of a Lot by acceptance of a deed therefor, whether or not so expressed in any such deed or other conveyance, shall be deemed to covenant and agree, to pay to the Association all Common Expenses, including Limited Common Expenses, and other charges assessed by the Board of Directors pursuant to the provisions of this Declaration. Each Owner shall be personally liable for all Assessments against such Owner's Lot. No Owner may be exempted from liability for the Assessment for Common Expenses by reason of waiver of the use or enjoyment of any of the Common Area or by abandonment of the Lot. No Owner shall be liable for the payment of any part of the Common Expenses assessed against the Lot subsequent to the date of recordation of a conveyance by such Owner in fee of such Lot. Prior to or at the time of any such conveyance, all liens, unpaid charges and Assessments shall be paid in full and discharged. The purchaser of a Lot shall be jointly and severally liable with the selling Owner for all unpaid Assessments against the latter for: (i) the amount shown on the Statement of Common Expenses; (ii) if no Statement of Common Expenses is obtained, the amount shown on the assessment or judgment lien against the Lot filed in the Land Records; or (iii) if no Statement of the Common Expenses is obtained and no assessment or judgment lien has been filed, the amount owed not to exceed six monthly installments of the Annual Assessment for Common Expenses, including Limited Common

Expenses, in any case without prejudice to the purchaser's right to recover from the selling Owner amounts paid by the purchaser therefor. The Lot also shall remain subject to a lien for the amount owed to the Association in accordance with this section until such amount has been paid. Any such purchaser may rely on a Statement of Common Expenses obtained pursuant to Section 6.6.

(b) Mortgagee Liability. Each holder of a Mortgage who comes into possession of a Lot by virtue of foreclosure or by deed or assignment in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take the Lot free of any claims for unpaid Assessments or charges against such Lot which accrue prior to the time such Mortgagee or purchaser comes into possession thereof, except as provided below and for claims for a pro rata share of such Assessments or charges resulting from a pro rata reallocation of such Assessments or charges· to --:r all Lots including the mortgaged Lot assessed after the Mortgagee or purchaser takes possession. The lien created by Section 12.2 shall cease to exist with respect to Assessments and charges levied prior to the time title is transferred by foreclosure or by deed or assignment in lieu thereof; provided, however, that if the proceeds of a foreclosure exceed the total amount due to the holder of the Mortgage, the excess shall first be paid to the Association and applied to the satisfaction of the Association's lien created by Section 12.2.

Section 6.5. Collection of Assessments. Any Assessment, or installment thereof, not paid within ten days after the due date shall be delinquent and shall accrue a late charge in the amount of one-half of one percent of such Assessment for Commercial or Multifamily Lots or Twenty-five Dollars for each Single Family Lot, or such other amount as may be established from time to time by the Board of Directors. The Board of Directors, or the managing agent at the request of the Board, shall take prompt action to collect any Assessments for Common Expenses due from any Owner that remain unpaid for more than thirty days after the due date for payment thereof. The late charge is in addition to the Association's other enforcement powers pursuant to Article 12.

Section 6.6. Statement of Common Expenses. The Board of Directors or managing agent shall provide any member, Owner, contract purchaser or holder of a Mortgage, within fourteen days after a written request therefor (or within such other time period as may be required by law), with a written statement of all unpaid Assessments for Common Expenses due with respect to a specific Lot (or a statement that the amount of unpaid Assessments is zero) ("Statement of Common Expenses") as part of the "Association Disclosure Packet" substantially in the form attached as Exhibit A to the Bylaws or otherwise. No contract purchaser, holder of a Mortgage or purchaser from the holder of a Mortgage requesting such a statement shall be liable for, nor shall the Lot conveyed to such Person relying on such statement be subject to a lien for, any unpaid Assessments due prior to the date of such statement in excess of the amount set forth on such statement; provided, however, that this section shall not be interpreted to release any Person from personal liability for such Assessments levied while such Person owned the Lot. The Board of Directors may impose a reasonable charge for the preparation of such statement to cover the cost of preparation.

Section 6.7. Assessment from Lots Subject to Subassociations. With respect to any Annual or Additional Assessments provided for herein which are payable by Owners of Lots which are also members of a Subassociation, the Board of Directors may elect by resolution to collect Assessments directly from the Subassociation. In such event, payment of such Assessments shall be an obligation of such Subassociation, but each Owner shall remain personally liable for the Assessment against such Owner's Lot and each such Lot shall remain subject to a lien for Assessments. If the Board elects to collect Assessments from such Subassociation, then all notices regarding Assessments against such Lots shall be sent to such Subassociation, but notices of any intention to lien an Owner's Lot shall also be sent to the Owner of the Lot. This section shall not limit or waive any of the Association's remedies for nonpayment of Assessments. Any Owner of a Lot subject to the jurisdiction of a Subassociation which did not pay the Assessment levied against such Subassociation hereunder, shall hav:e the -I right to pay the portion of such Assessment attributable to such Lot directly to the Association, and such Lot shall not be subject to further Assessment or lien by Association or the Subassociation with respect to such Assessment.

ARTICLE7

OPERATION OF THE PROPERTY

Section 7.1. Upkeep by the Association. (a) General. The Association shall be responsible for the management and Upkeep of all of the Common Area and Common Easement Areas, including Recreational Facilities, Limited Common Area and Reserved Common Area, such Upkeep to include without limitation: (i) Upkeep of all open space areas, including grass cutting, trash collection, landscaping and lawn maintenance; (ii) Upkeep of the Private Streets and Roadways, entrance features, berms, fences, sound walls, save areas, dams, street lights, sidewalks, Trails and parking areas, including snow and ice removal and repair and replacement; (iii) Upkeep and operation of all Recreational Facilities located on the Common Area, if any; and (iv) Upkeep of all other improvements located on the Common Area. The cost of the management and Upkeep of the Common Area shall be charged to the Owners as a Common Expense or Limited Common Expense, depending on the nature of the service provided. Notwithstanding the foregoing, Upkeep of lead sidewalks, driveway aprons and utility laterals shall be provided by the Owner of the Lot served or, if so determined by the Board of Directors, by the Association at such Owner's expense. The Association shall not have any other responsibility for the Upkeep of any Lot except for those responsibilities and duti<~s specifically enumerated within the Association Documents for Common Easement Areas, areas designated pursuant to Subsection 7.l(f) or other areas described in the subdivision documents for the Property or separate easement agreements. Notwithstanding the general provisions for Upkeep of Common Area set forth in this section, other specific Upkeep responsibilities and allocations of Upkeep costs shall be determined by any provisions therefor indicated in a Supplementary Declaration, subjecting such Common Area to the Declaration. If the Board of Directors determines that certain Upkeep was necessitated by the negligence, misuse or misconduct of an Owner or for which an Owner is responsible pursuant to Section 12.1, the cost of such Upkeep shall be assessed against such Owner's Lot pursuant to Subsections 6.2(c) and 12.l(a). Further, the Board may determine that all or a part of the Upkeep of any portion of the Common Area

designated as Reserved Common Area shall be performed by the Person having the exclusive right to use the same. The Board of Directors shall establish the standard for Upkeep of the Common Area and Common Easement Areas in its sole discretion.

(b)

Storm Water Management. The Upkeep of the storm drainage and storm water management facilities and easements on the Property shall be performed by the Association and shall be a Common Expense: provided, however, that the Upkeep obligations identified in this subsection shall cease and terminate at such time as the County, through a department of public works or some similar agency by some clear and unequivocal act such as the recordation of a document among the Land Records, elects to maintain the storm drainage and storm water management facilities contained within the easements, or elects to maintain all such easements within the watershed where the easement is located. If responsibility for the • • ·J' storm drainage and storm water management facilities is assumed by the County, the Association may, but is not obligated to provide additional Upkeep to the extent not provided by the County. The Owner of any Lot on which there is located an easement for storm water drainage, management or control shall be responsible for the following items of maintenance, where applicable, grass mowing with reasonable frequency and the removal of debris and other matter to the best of Owner's ability where such debris or matter has impeded or threatens to impede the free flow of storm water through drainage structures. Such Owner's responsibility shall include notification of the Association of: (i) any defects in any fencing, if any, surrounding or within the easement; (ii) any debris or other matter which is beyond such Owner's ability to remove; and (iii) any excessive erosion within the area of the easement. The Declarant and the Association shall have easements pursuant to Sections 3 .1, 3 .2 and 3 .3 to enter upon any Lot to the extent necessary for Upkeep of such facilities. Notwithstanding the foregoing, certain storm water drainage easements will be private storm water drainage easements serving one or more specific Lots. In such cases, although the Association may maintain such easements, the cost of such Upkeep shall be a Limited Common Expense assessed against the Lots served by such easements.

(c)

Entrance Features, Signs and Rights-of-Way. The Board of Directors may determine to provide for Upkeep of the center islands and road frontage (including public rightsof-way, but excluding pavement areas) of all public roads within, adjacent to or leading to the Property, such Upkeep to include without limitation: (i) entrance features; (ii) sidewalks, Trails and paths; (iii) project, street, traffic and directional signage and accessories, including poles; (iv) bus shelters; (v) pedestrian underpasses or overpasses; (vi) streetlights and accessories, including poles; (vii) mail box pavilions; (viii) landscaping and associated lighting and irrigation systems; and (ix) berms, fences, sound walls, save areas, or dams established in association with the construction of, and located in, dedicated public rights-of-way, and all other improvements related thereto to the extent not maintained by the appropriate governmental authorities and to the extent permitted by the appropriate governmental authorities). The Association shall maintain the items listed above located within the Property or within the public rights-of-way adjacent to or leading to the Property to the extent required and permitted and not maintained by the appropriate governmental authorities.

(d) Other Services. To the extent determined to be reasonably necessary or desirable by the Board of Directors, the Association may provide trash collection, recycling programs, water, electricity, gas, or other utilities, cable television, telecommunications, or broadband services, transportation or similar services to the Owners as a Common Expense or a Limited Common Expense, as appropriate. The Association must provide trash collection, recycling services and such other services to the extent required by the Proffers.

(e) Shared Maintenance. The Board of Directors may enter into shared maintenance agreements to maintain areas whether or not located within the Property to the extent such areas benefit any portion of the Property. Such areas may include without limitation storm water management or drainage easements and facilities, landscaping, entrance features, signage, trails, private streets, sidewalks and areas along streets and roadways (including within -;r public rights-of-way to the extent not maintained by the appropriate governmental authorities, excluding street pavement areas). The amounts charged the Association pursuant to such . agreements shall be a Common Expense, or a Limited Common Expense, as determined by the Board of Directors.

(f) Association Lot Upkeep. Notwithstanding the provisions of Section 7.2(a), the Board of Directors shall provide for such levels of Upkeep of a defined group or category of Lots as may be provided in a Supplementary Declaration for such Lots: provided, however, that the cost of such Upkeep shall be paid as a Limited Common Expense by the Owners of such group or category of Lots.

(g) Private Streets and Roadways. Neither Loudoun County nor the Virginia Department of Transportation shall be responsible for the Upkeep of the Private Streets and Roadways. The State and the County shall not be responsible for the construction or maintenance of the private streets whether or not such streets serve the Property as a whole or individual Lots as ingress-egress easements.

Section 7 .2. Upkeep by the Owners.

(a) Individual Upkeep. (1) Lots. Each Owner shall keep such Owner's Lot and all improvements located on the Lot in good order, condition and repair and in a clean and sanitary condition, including without limitation all necessary grounds maintenance and snow removal, in accordance with local ordinances, except within the easement areas maintained by the Association and except as may be otherwise provided in this Declaration or in a Supplementary Declaration. Each Owner shall maintain the lead sidewalk, driveway, driveway apron and utility laterals serving each Owner's Lot, even if located on Common Area. Each Owner shall also provide snow removal for any sidewalks located adjacent to such Owner's Lot. Each Owner shall perform these responsibilities in such manner as shall not unreasonably disturb or interfere with the reasonable enjoyment by the other Owners of their Lots. If any Owner shall fail to keep such Owner's Lot in as good repair and in a neat and orderly condition, consistent with such Rules and Regulations as the Board of Directors may promulgate, then the Board or appropriate Covenants Committee may, pursuant to resolution, give notice to that Owner of the condition complained of, describing generally the action to be taken to rectify that condition. If

the Owner fails to take the actions described or to otherwise rectify the condition within thirty days after the date the notice is given, or such other period as may be specified in the notice if the circumstances warrant a different period, the Board of Directors or appropriate Covenants Committee shall have the right, but not the obligation, pursuant to Section 3 .3 and Subsection 12.1(e) and any resolutions adopted by the Board of Directors, to rectify that condition by taking such action (or by causing such action to be taken) as was generally described in the notice. The costs incurred in rectifying the condition shall be assessed against such Owner's Lot in accordance with Subsection 6.2( c) and Section 12.1. The Owner shall reimburse the Association within thirty days after delivery of a statement for such expenses.

(2) Assignment oflnsurance Proceeds. Each Owner covenants and agrees, by acquisition of title to a Lot, that if any insurance proceeds are payable by reason of· --:r any event or circumstances causing a condition rectified by the Association pursuant to this Article, those proceeds are hereby assigned to the Association to the extent not assigned to the Mortgagee in the Mortgage. Each Owner shall, promptly upon request of any Director or Officer of the Association, execute such documents as may be necessary to effect or confirm such assignment. The amount thereof received by the Association shall be credited against the costs incurred by the Association in rectifying that condition and any amount in excess of those costs shall be returned by the Association to the Owner, subject to the rights of any Mortgagee having a lien upon such Owner's Lot.

(3) Sidewalks. If the public right-of-way adjacent to any Lot is improved by a concrete sidewalk or similar structure, the Owner of such Lot must provide the Upkeep for the sidewalk adjacent to such Owner's Lot (including snow removal) to the extent not provided by the appropriate governmental authority or the Association. If the Association provides this service, the cost will be a Common Expense or Limited Common Expense, as may be determined by the Board of Directors. The Association shall cure any Owner's default in performing such Upkeep (after notice and opportunity to cure) at the sole expense of the defaulting Owner.

(4) Streetlights. If a carriage light or other type of lighting designed to operate automatically from dusk to dawn and to provide for street lighting is connected to the •dwelling located on an Owner's Lot, such Owner shall be responsible for the daily operation and ongoing Upkeep of such light. If the Owner fails to keep such light operating, then the Association may do so at the Owner's sole expense, pursuant to Sections 3 .3, 6.2( c) and 12.1. The Board of Directors may also determine to maintain all streetlights located on Lots as a Common Expense or as a Limited Common Expense of the Lots served.

(b) Upkeep of Multifamily Lots and Commercial Lots. Questions involving Upkeep of the Multifamily Lots and the Commercial Lots will be resolved by the Commercial Review Committee in accordance with the provisions of the applicable Supplementary Declaration. If a portion of the Additional Land is developed for non-residential or multifamily residential purposes and subjected to a separate Commercial Declaration or Multifamily Declaration, then the provisions of such separate Commercial Declaration or Multifamily

Declaration control. With respect to the Golf Course, the applicable Supplementary Declaration or Commercial Declaration shall control with respect to issues of Lot maintenance.

( c) Common Area in Subassociations. Any Sub association owning or maintaining land located within the Property shall keep the common area of the planned community or office park or the common elements of the condominium or cooperative, as applicable, in good order, condition and repair and in a clean and sanitary condition (in keeping with the general character of the Property) including without limitation all necessary grounds Upkeep. The Subassociation may contract with third parties, including the Association, to provide the necessary Upkeep and management services to perform its responsibilities under this section. If such Subassociation shall fail to keep the portion of the Property for which such Subassociation has Upkeep responsibility in as good repair and condition as when acquired •• • -~ (normal wear and tear excepted) and in a neat and orderly condition, consistent with such Rules and Regulations as the Board of Directors may promulgate, then the Board may, pursuant to resolution, give notice to that Subassociation of the condition complained of, specifying generally the action to be taken to rectify the condition. If the Subassociation fails to take the action specified by the Board or to otherwise rectify that condition within thirty days after the date the notice is given, or such other period as may be specified in the notice if the circumstances warrant a different period, the Board of Directors shall have the right pursuant to Section 3.3 and Section 12.l(e) and any resolutions adopted by the Board of Directors, to rectify the condition by taking such action (or by causing such action to be taken) as was specified in the notice. The costs incurred shall be charged against such Subassociation.

Section 7.3. Manner of Repair and Replacement. All repairs and replacements by the Association or the Owners shall be substantially similar to the original construction and installation and shall be of first-class quality, but may be made with contemporary materials. The method of approving payment vouchers for all repairs and replacements made by the Association shall be determined by the Board of Directors.

Section 7.4. Additions, Alterations or Improvements by the Board of Directors.

(a) Action of the Board. Whenever in the judgment of the Board of Directors the Common Area shall require capital additions, alterations or improvements ( other than for Upkeep) costing in excess of twenty percent in the aggregate of the total Annual Assessment for Common Expenses for that fiscal year during any period of twelve consecutive months, the making of such additions, alterations or improvements requires a vote of the members in accordance with Section 15.4, and the Board of Directors shall pay the cost from existing funds or assess all Owners benefited for the cost thereof as a Common Expense or Limited Common Expense, depending on the nature of the improvement. Any capital additions, alterations or improvements (other than for Upkeep) costing in the aggregate twenty percent or less of the total Annual Assessment for Common Expenses for that fiscal year during any period of twelve consecutive months may be made by the Board of Directors without approval of the members and the cost thereof shall constitute a Common Expense or a Limited Common Expense, depending on the nature of the improvements.

(b) Permits. Each Owner shall cooperate with the Association in obtaining any governmental approvals or permits as may be necessary for the Association to alter, improve, reconstruct or repair all or any portion of the Common Area or Common Easement Areas which may be located adjacent to or on such Owner's Lot, either as approved above or as required for Upkeep. If requested by the Board of Directors, each Owner shall name or appoint the Association as agent for such Owner to apply for and secure such approvals or permits with respect to such Common Area or Common Easement Areas in the Association's name.

(c) Liens. Within thirty days after the filing thereof, each Owner shall, either by payment of bond or otherwise, cause any mechanic's, materialmen's or other lien affecting any portion of the Common Easement Areas located within such Owner's Lot and arising by reason of any work or materials ordered by the Owner or any action taken by the Owner to be .. • -:r discharged of record. To the extent the Association performs work on a Lot, the Association shall indemnify the Owner of such Lot against all materialmen's or mechanic's liens resulting from such work.

Section 7.5. Additions, Alterations or Improvements by the Owners. Any addition, alteration or improvement by an Owner shall be subject to the provisions of Article 9.

Section 7.6. Parking and Private Street Access Transportation Services.

(a) Right to Use Parking Areas and Private Streets. Each of the parking spaces located on the Common Area (other than as limited by designation as Reserved Common Area or Limited Common Area, if any), shall be available for the use of the Owners: provided, however, that no Owner of a Single Family Lot shall be permitted to park more than two vehicles on the Common Area without the written permission of the Board of Directors; provided, further, that Owners of Single Family Lots which include driveways and garages shall park in the driveway and garage located on their Lot before using the Common Area parking spaces. In this Section 7.7, "Owners" means the Owners and such Owners' tenants and such Owners' (or tenants') households,. companies, guests, employees, agents or invitees. Such use shall be subject to such reasonable Rules and Regulations regulating the same as the Board of Directors may adopt. The Association will not unreasonably interfere with the right of any Owner, or such Owner's tenant or such Owner's (or tenant's) household, companies, guests, customers, employees, agents or invitees to use the Private Streets and Roadways located on the Common Area for both vehicular and pedestrian ingress and egress to and from such Owner's Lot. Unless otherwise specifically designated in this Declaration or any other agreement, the parking areas and driveways on each Owner's Lot are to be used and maintained solely by such Owner and such Owner's designees.

(b) Transportation Systems Management Plan. If required by the County, the Association shall adopt and administer a phased transportation systems management plan as required by the Proffers. The Board of Directors may perform such acts as are reasonably necessary in the Board's discretion to administer or facilitate such plan and any other transportation management requirements imposed by the County or as may be otherwise determined by the Board of Directors to be desirable to enhance the flow of traffic through the

Property, including without limitation hiring additional staff, appointing special committees, acquiring vans for vanpooling, requiring or encouraging flexible working hour schedules from all Owners of Commercial Lots, regulating parking on Lots, building and maintaining bus stop shelters and entering into agreements with other owners associations, governmental agencies or similar entities. The cost of such administration and the cost of any performance by the Association under the transportation management plan shall be a Common Expense or a Limited Common Expense, as may be determined by the Board of Directors.

Section

7.

7. Disclaimer of Liability.

(a) Bailee. The Board of Directors, the Association, any member, any Owner and the Declarant shall not be considered a bailee of any personal property stored or placed on· -:r the Common Area (including property located in vehicles parked on the Common Area), whether or not exclusive possession of the particular area is given to an Owner for parking or otherwise, and shall not be responsible for the security of such personal property or for any loss or damage thereto, whether or not due to negligence, except to the extent covered by insurance in excess of any applicable deductible.

(b) Operational. The Association shall not be liable for any failure of water supply or utility service Community Systems or other services to be obtained by the Association or paid for as a Common Expense, or for personal injury or property damage caused by the elements or by any Owner, or any other Person, or resulting from electricity, water, snow or ice which may leak or flow from or over any portion of the Property or from any pipe, drain, conduit, appliance or equipment, or any secondary or consequential damages of any type. No diminution, offset or abatement of any Assessments shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Property by the Association or from any action taken by the Association to comply with any law, ordinance or with the order or directive of any governmental authority. This section is not intended nor shall it be construed to relieve any insurer of its contractual obligations under any policy benefiting the Association, a member or an Owner.

Section 7.8. Services to Owners and Subassociations.

(a) Association Services. The Association may, in the sole discretion of the Board of Directors, provide additional services to Owners (including the Declarant), and to any Subassociation on a contractual basis at the request of such Persons. The charges for such services shall be assessed against the Lot of the Owner or charged to the Subassociation.

Services which may be provided to Subassociation include, without limitation: (i) the Upkeep of any common areas owned by an owners association or the common elements maintained by the condominium unit owners association or cooperative association; (ii) the enforcement of any declaration creating a condominium or cooperative or governing the planned community; (iii) the collection of assessments under the declaration creating a condominium or cooperative or governing a planned community on behalf of and in the name of the

Subassociation; (iv) financial and physical property management services; and (v) obtaining insurance for such Subassociation.

(b) Community Systems. The Declarant or its designee shall have the right, but not the obligation, to install and provide Community Systems and to provide the services available through the Community Systems to any and all Lots within the Property. Community Systems includes, without limitation, water, electrical, solar, gas, cable, television, telecommunication, broadband services or any other communication services, or any similar services or utilities. Neither the Association nor any Owner (except the Declarant) shall have any interest therein, except as specifically provided otherwise in a separate written document. Any or all of such services may be provided either indirectly, through the Association and paid for as a Common Expense or a Limited Common Expense, as appropriate, or directly, by.Jhe • •-1 Declarant, an affiliated entity or a third party and paid for by the recipient of the services. The Community Systems shall be the property of the Declarant (or an affiliated entity) unless transferred by the Declarant (or such affiliated entity), whereupon any proceeds of such transfer shall belong to the Declarant (or such affiliated entity). The Declarant shall have the right, but not the obligation, to convey, transfer, sell or assign all or any portion of the Community Systems, or all or any portion of the rights, duties or obligations with respect thereto to the Association or any other Person (including an Owner, as to any portion of a Community System located on such Owner's Lot). The Declarant's rights with respect to the Community Systems installed by the Declarant and the services provided through such Community Systems are exclusive, and no other Person may provide such services through the Community Systems installed by the Declarant without the prior written consent of the Declarant. However, the provision of the services similar to the services available through the Community Systems installed by the Declarant shall be non-exclusive and the Association may permit any third party to install and provide for similar services in the Association's sole discretion and on such nonexclusive terms and conditions as the Association may determine; provided, however, that such other community systems and services shall not affect or modify the rights of the Declarant, its affiliated entities or its successors and assigns.

(c)

Association Provision of Community Systems.

The Board of Directors shall have the power and authority on behalf of the Association without the joinder or approval of any member, Owner or Mortgagee to enter into agreements with Community Service providers (including the Declarant or an affiliated entity) or to participate in the operation and ownership of Community Services, either directly or indirectly through affiliation or participation in non-profit or for-profit entities. This authority includes the power to: (i) establish and manage Community Systems; (ii) create, own, operate, maintain, repair, update, replace and insure such Community Systems; (iii) select vendors and enter into contracts as necessary to create, construct, manage, operate, maintain and replace such Community Systems; (iv) control access to and manner of use of Community Service. If the Board of Directors determines to provide a Community Service, the costs of such Community Service may be collected as a Limited Common Expense assessed against the Single Family Lots (and Combination Lots that are primarily residential), based on a set fee or a usage fee as determined by the Board of Directors. Owners of other types of Lots shall have the option to purchase, but shall not be required to purchase such Community Services through the Association, unless provided

otherwiseintheapplicableSupplementaryDeclaration.IftheOwnersofLotsotherthanSingle FamilyLots(andCombinationLotsthatareprimarilyresidential)donotchoosetoreceivea CommunityServicethroughtheAssociation,thensuchtheLotownedbysuchOwnershallnot beassessedforCommunityServices.Notwithstandingtheforegoing,neithertheDeclarantnor theAssociationshallbeobligatedtopmvidesuchCommunityServicesandshallnotbeliablefor failuretoprovidesuchservices.

ARTICLES

RESTRICTIONSONUSEOFLOTSANDCOMMON AREA;RULESANDREGULATIONS

Section8.1.PermittedUses.NoLotshallbeusedforpurposesotherthanthepurposes forwhichsuchLotiszonedanddesignedandwhicharepermissibleunderlocalzoning ordinances.

Notwithstandingtheforegoing,nothingintheAssociationDocumentsshallbeconstrued toprohibittheDeclarantoritsdesigneesfromusinganyLotownedbytheDeclarant(orany otherLotwiththepermissionoftheOwnerthereof)oranyportionoftheCommonAreafor promotional,marketing,displayorcustomerservicepurposes(suchasavisitors'center)orfor thesettlementofsalesofLots.Further,theDeclarantspecificallyreservestherighttooperatea constructionofficeorarental,brokerageandmanagementofficeatanytimeonLotsownedor leasedbytheDeclarant(oranyotherLotwiththepermissionoftheOwnerthereof)andonany portionoftheCommonArea,totheextentpermittedbylaw.TheDeclarantmayassignitsrights underthissubsectiontoorsharesuchrightswithoneormoreotherPersons,exclusively, simultaneouslyorconsecutivelywithrespecttotheCommonAreaandLotsownedorleasedby theDeclarantorsuchPersons.

Exceptasotherwisespecificallyprohibitedherein,anyusesallowedunderapplicable LoudounCounty,Virginia,zoningregulationswillbepermitteduponaLot.Suchapproveduses shallbeperformedorcarriedoutentirelywithinabuildingthatissodesignedandconstructed thattheenclosedoperationsandusesdonotcauseorproduceanuisancetootherOwners,such as,butnotlimitedto,vibration,sound,electro-mechanicaldisturbances,electro-magnetic disturbances,radiation,airorwaterpollution,dust,oremissionsofodorous,toxicornon-toxic matter(includingsteam).Certainactivitieswhichcannotbecarriedonwithinabuildingmaybe permitted,providedtheCovenantsCommitteespecificallyconsentstosuchactivityinwriting andfurtherprovidedsuchactivityisscreenedsoasnottobeVisiblefromNeighboringProperty andpublicstreets.AlllightingistobeshieldedasnottobeVisibleFromNeighboringProperty. Thepermittedusesmaybefurtherlimited,expandedorotherwisemodifiedwithrespectto AdditionalLandbytheSupplementaryDeclarationsubmittingsuchAdditionalLand.

Section8.2.

RestrictionsonUse.

(a)NoUnsafeActivitiesorWaste.Nothingshallbedoneorkeptonthe PropertywhichwillincreasetherateofinsurancefortheCommonAreaoranypartthereof

applicable for permitted uses without the prior written consent of the Board of Directors; including without limitation any activities which are unsafe or hazardous with respect to any person or property. No Person shall permit anything to be done or kept on the Property which will result in the cancellation of any insurance on the Common Area or any part thereof or which would be in violation of any law, regulation or administrative ruling. No waste will be committed on the Common Area.

(b) Compliance with Laws. No improper, offensive or unlawful use shall be made of the Property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereof shall be observed; provided, however, that the Association and the Board of Directors shall have the power but not the obligation to enforce such laws, ordinances and regulations, enforcement being the primary responsibility of ·-I government officials. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereofrelating to any portion of the Property shall be complied with, by and at the sole expense of the Owner, the Association, the Declarant or any Subassociation whichever shall have the obligation for the Upkeep of such portion of the Property, and, if the Association, then the cost of such compliance shall be a Common Expense or Limited Common Expense, as appropriate.

(c) Harmful Discharges. There shall be no emissions of dust, sweepings, dirt, cinders, odors, gases or other substances into the atmosphere (other than normal residential chimney or grill emissions or as produced by normal restaurant or food preparation activities), no production, storage or discharge of hazardous wastes on the Property or discharges ofliquid, solid wastes or other harmful matter into the ground or any body of water, if such emission, production, storage or discharge may adversely affect the use or intended use of any portion of the Property or may adversely affect the health, safety or comfort of the occupants of the Lots. No waste nor any substance or materials of any kind shall be discharged into any public sewer serving the Property or any part thereof in violation of any regulation of any public body having jurisdiction over such public sewer. No person shall allow the escape or discharge of any fumes, odors, gases, vapors, steam, acids or other substances into the atmosphere which discharge, in the opinion of the Board of Directors, may be detrimental to the health, safety or welfare of the area in which may be harmful to the Property or vegetation. No visible emission of smoke or steam will be permitted (outside any building) which exceed Ringlemann No. 1 on the Ringlemann Chart of the United States Bureau of Mines. This requirement shall also be applied to the disposal of trash and waste materials.

(d) Noise. No Person shall cause any unreasonably loud noise (except for security devices) anywhere on the Property, nor shall any Person permit or engage in any activity, practice or behavior that results in unreasonable annoyance, discomfort or disturbance to any Person lawfully present on any portion of the Property. At no point outside of any Commercial Lot shall the sound of any machine, device, or any combination of same, from any individual plant or operation on or within such Lot, exceed the maximum sound pressure levels allowable under local zoning ordinances for industrial districts.

(e) Obstructions. No Person shall obstruct any of the Common Area or otherwise impede the rightful access of any other Person on any portion of the Property upon which such Person has the right to be. No Person shall place or cause or permit anything to be placed on or in any portion of the Common Area without the approval of the Board of Directors. Nothing shall be altered or constructed in or removed from the Common Area or Common Easement Areas except with the prior written approval of the Board of Directors.

(f) Association Property. The Common Area shall be used only for the furnishing of the services and facilities for which the same is reasonably suited and which are incident to the use and occupancy of the Lots. The improvements located on the Common Area or Common Easement Areas, if any, shall be used only for their intended purposes. Except as otherwise expressly provided in the Association Documents, no Owner shall make any private; ·-7 exclusive or proprietary use of any of the Common Area (except those areas, if any, designated as Limited Common Area or Reserved Common Area) or Common Easement Areas without the prior written approval of the Board of Directors, and then only on a temporary basis. No Person shall engage or direct any employee of the Association on any private business of the Owner or otherwise direct, supervise or in any manner attempt to assert control over such employee during the hours such employee is employed by the Association.

(g) Mining. No Lot shall be used for the purpose of boring, mining, quarrying, exploring for or removing oil or other hydrocarbons, minerals, gravel or earth except with the prior written approval of the Declarant during the Development Period or the Board of Directors thereafter.

(h) Signs and Flags. Except for such signs, flags and banners as may be posted by the Declarfillt or a Builder (as permitted by the Declarant) for promotional or marketing purposes or by the Association, no signs, flags or banners of any character shall be erected, posted or displayed in a location that does not comply with Design Guidelines without the prior written approval of the Covenants Committee. An American Flag and the flag of any one of the United States may only be flown in the size, manner and place permitted by the Covenants Committee. No free-standing flagpoles are permitted, except as may be installed by the Declarant during the Development Period or the Association.

(i) Trash. Trash storage and collection shall be in accordance with the Rules and Regulations. Except in connection with construction activities, no burning of any trash and no accumulation or storage of litter, refuse, bulk materials, building materials or trash of any other kind shall be permitted on any Lot. Trash containers shall not be permitted to remain in a location Visible from the Neighboring Property except on days of trash collection. No incinerator shall be kept or maintained upon any Lot without the prior written approval of the Declarant during the Development Period or the Board of Directors thereafter.

(j) Landscaping; Utility Lines; Temporary Structures. No tree, hedge or other landscape feature shall be planted or maintained in a location which obstructs sight-lines for vehicular traffic on public or private streets. No structure of a temporary character, and no trailer, tent, shack, barn, pen, kennel, run, stable, outdoor clothes line, shed or other temporary

accessory buildings shall be erected, used or maintained on any Lot except in connection with construction activities or with the prior written approval of the appropriate Covenants Committee. Pavement, plantings and other landscape materials shall not be placed or permitted to remain upon any Lot: (i) if such materials may damage or interfere with any easement for the installation or Upkeep of utilities; (ii) in violation of the requirements of such easements; (iii) unless in conformity with public utility standards; or (iv) if such materials may umeasonably change, obstruct or retard direction or flow of any drainage channels. Except for hoses and the like which are reasonably necessary in connection with construction activities or normal landscape Upkeep, no water pipe, sewer pipe, gas pipe, drainage pipe, television or telephone cable, electric line or other similar transmission line shall be installed or maintained upon any Lot above the surface of the ground, except for those existing prior to the recordation of the Declaration or except with the prior written approval of the Declarant during the Developnienr •-7 Period or the Board of Directors thereafter.

(k) Cutting Trees. No live trees with a diameter in excess of four inches, measured twelve inches above ground, nor trees in excess of two inches in diameter, similarly measured, which are generally known as flowering trees (such as dogwood or redbud) or as broad leaf evergreens (such as holly, laurel, or rhododendron), no live vegetation on slopes of greater than twenty percent gradient or marked "no cut" areas on approved site plans may be cut without prior approval of the Covenants Committee. Further, no live trees planted by the Declarant or a Builder to comply with applicable ordinances or other governmental requirements shall be cut without the prior written approval of the Covenants Committee. The Association shall set rules for cutting of trees to allow for selective clearing or cutting.

(1) Antennas. No exterior antenna, satellite dish or similar exterior improvement shall be maintained upon the Property without the prior written approval of the Board of Directors or the Declarant; provided, however, that the Association shall not prevent access to telecommunications services in violation of applicable law. Exterior antennas, satellite dishes greater than one meter (39 inches) in diameter, or amateur radio equipment generally will not be allowed upon the Property; provided, however, that: (i) an Owner may install an antenna permitted by the Association's antenna rules upon prior written notice to the Board of Directors; (ii) the Board of Directors or the Declarant may approve other antennas in the appropriate circumstances; and (iii) the Board of Directors may establish additional or different guidelines for antennas as technology changes. Therefore, equipment that may have been unacceptable with the old technology, may become acceptable as technology changes. In addition, equipment that may have been acceptable under old technology may be prohibited as technology changes. In which case, previously approved and installed equipment may remain, but future requests for outdated equipment could be denied and replacement equipment would have to meet the most current Design Guidelines. Notwithstanding the foregoing, the Board of Directors may install and maintain antennas, satellite dishes and similar equipment on the Common Area to serve the Property.

(m) Fences. Except for any fence installed by the Declarant or a Builder (as permitted by the Declarant) or by the Association, no fence shall be installed except with the written approval of the appropriate Covenants Committee. No chain link fence shall be

permittedonthePropertywithoutthepriorwrittenapprovaloftheBoardofDirectorsorthe Declarant;provided,however,thattheDeclarantoritsdesigneesmayerectachainlinkfencefor thetemporarystorageofbuildingmaterialsfortheprotectionofbuildingsitesorgroundstorm watermanagementpondsorforotherconstructionorsafetypurposes.

(n)Vehicles.Exceptinconnectionwithconstructionactivitiesandas providedbelowwithrespecttoCommercial,Multifamily,CombinationandCivicLots,no commercialvehicles(vehiclesonwhichcommercialletteringorequipmentisvisibleorwhich arelargerthannormallyusedofnoncommercialpurposes)taxicabsortrailers,campers, recreationalvehicles,boatsandotherlargevehicles,includinggroundsmaintenanceequipment, maybeparkedorusedonanyresidentialportionofthePropertyifitisvisible:fromtheCommon AreaoranotherLotoronanypublicright-of-waywithinoradjacenttotheProperty,unless•• -:1 expresslypermittedbytheBoardofDirectorsandonlyinsuchparkingareasorforsuchtime periods(ifany)asmaybedesignatedforsuchpurpose.Exceptasmaybemodifiedbyresolution oftheBoardofDirectors,prohibitedvehicleswouldinclude,withoutlimitation,anyvehicle:(i) withaloadcapacityinexcessofoneton,(ii)oversized(higherthaneightfeet,widerthaneight feetorlongerthaneighteenfeet),(iii)withcommerciallicenseplatesor(iv)withcommercial signage.Parkingofallsuchvehiclesandrelatedequipment,otherthanonatemporaryandnonrecurringbasis,shallbeingaragesorscreenedenclosuresapprovedbytheCovenantsCommittee orinareasdesignatedbytheBoardofDirectors,ifany.TheBoardhasnoobligationto designateanysuchareaorpermitparkingofsuchvehiclesontheresidentialportionsofthe Property;provided,however,thatparkingofareasonablenumberofcommercialvehiclesshall bepermittedonCommercialLots,MultifamilyLotsandCombinationLotssubjecttoreasonable RulesandRegulationsadoptedbytheBoardofDirectors.Nojunkorderelictvehicleorother vehicleonwhichcurrentregistrationplatesandcurrentcountyandstateinspectionpermitsare notdisplayedshallbekeptuponanyportionofthePropertyifitisvisiblefromtheCommon AreaoranotherLot.Vehiclerepairsandstorageofvehiclesarenotpermitted,exceptin accordancewiththeRulesandRegulations;provided,however,thatwashingofvehiclesand noncommercialrepairofvehiclesispermittedonallLotsasprovidedintheRulesand Regulations;provided,furtherthatsuchactivitiesshallbepermittedonCommercialLotsin connectionwithcommercialactivitiesonsuchLot,subjecttoreasonableRulesandRegulations adoptedbytheBoardofDirectors.Allmotorvehicles,includingwithoutlimitationtrailbikes, motorcycles,dunebuggiesandsnowmobiles,shallbedrivenonlyuponpavedstreetsandparking lots.NomotorvehiclesshallbedrivenonTrailsorunpavedportionsofCommonArea,except suchvehiclesauthorizedbytheBoardofDirectorsforUpkeepoftheCommonAreaor authorizedbyaneasementbenefitingtheGolfCourseOwnerondesignatedGolfCartPaths. Thisprohibitionshallnotapplytonormalvehicularuseofdesignatedstreetsandlanes constructedonCommonAreathePrivateStreetsandRoadways.

Subjecttoapplicablelawsandordinances,anyvehicleparkedinviolationoftheseor otherrestrictionscontainedhereinorintheRulesandRegulationsnoworhereafteradoptedmay betowedbytheAssociationatthesoleexpenseoftheOwnerofsuchvehicleifsuchvehicle remainsinviolationforaperiodof24hours:fromthetimeanoticeofviolationispacedonthe vehicle.TheAssociationshallnotbeliabletotheOwnerofsuchvehiclefortrespass,conversion orotherwise,notguiltyofanycriminalact,byreasonofsuchtowingandoncethenoticeis

posted, neither its removal, nor failure ofthe Owner to receive the notice for anyother reason, shall be ground for reliefofany kind. An affidavit ofthe person posting the aforesaid notice stating that it was properlyposted shall be conclusive evidence ofproper posting.

(o) Timesharing. No SingleFamily Lot shall be subjected to or used for any timesharing, cooperative, licensing or other arrangement thatwould entail weekly, monthly or any other type ofrevolving or periodic occupancyby multiple owners, cooperators, licensees or timesharing participants.

(p) Ground Vibration. Buildings and other structures shall be constructed, and machinery andequipment installed, and insulated on each Lot, so that the ground vibration inherently and recurrently generated is not perceptiblewithout instruments at any point e�terior 1 to any Lot.

(q) Animals. Keeping livestock, poultry or other animals on any Commercial Lot except as required for research and development activities or in connection with typical pet shop or pet care operations shall not be permitted, and in no event shall any stable, hutch, barn, coop or other housing or shelter for animalsor for the storage ofmaterials be placed or maintained upon the Lot, except as approved inwriting by the Board ofDirectors. The maintenance, keeping, boarding or raising ofanimals, livestock, poultry orreptiles ofany kind, regardless ofnumber, is prohibited on any Single Family Lot, Civic Lot, Combination Lot or Multifamily Lot or upon the Common Area, except that the keeping ofguide animals and a reasonable number oforderly, traditional domestic pets (e.g., dogs, cats or caged birds) is permitted, and the keepingofanimals for police enforcement and fire and rescueservices is permitted on Civic Lots, subject to the Rules andRegulations adopted by the Board ofDirectors� provided, however, that suchpets are not kept or maintained for commercial purposes or for breeding on a Single Family Lot, Civic Lot, Combination Lot or Multifamily Lot. Notwithstanding the foregoing, the Declarant may provide in a Supplementary Declaration submitting large Lots to the Declaration for the maintenance and use ofhorses within the Property on such large Lots. Any pet causing or creating a nuisance or unreasonable disturbance or noise shall be permanently removed from theProperty upon ten days written notice from the Board ofDirectors. Pets shall not be permitted upon the Common Area unless accompanied by someone who can control the pet and unless carried or leashed. The Owner shall clean up pet droppings. Any Owner who keeps or maintains any pet upon any portion ofthe Property shall be deemed to have indemnified and agreedtoholdthe Association, each Owner and the Declarant free and harmless from any loss, claim or liability ofany kind or character whatever arising by reason ofkeepingor maintaining such pet within theProperty. All pets whichregularly leave the Lot shallbe registered with the Board ofDirectors and shall otherwise be registered and inoculated as requiredby law. The Board ofDirectors may establish reasonable fees for registration ofpets not to exceed the additional costs incurred by the Association due to the presence ofsuch pets.

(r) Radiation. Any operation producing intense glare or heat or such other radiation shall be performed only within an enclosed or screened area and then only in such

mannerthattheglare, heatorradiationemittedwill not bediscernible fromanypointexteriorto thesiteorLotuponwhichtheoperationis conducted.

(s) Hunting, FirearmsandFishing. Nohunting, trappingor fishing ofany kindordischargeofany firearmorotherweapon shallbe permitted without thepriorwritten approvaloftheBoardofDirectors.

(t) Watercraft. Nopersonmayuse anywatercraftpropelledbymotor onany lake,streamor otherbody ofwaterwithintheProperty withoutthepriorwrittenapprovalofthe BoardofDirectors.

(u) • •OperationofRecreationalVehicles. No personmayoperateamotorcycle,--.r trailbike, motorbike, orsimilarvehicleonaTrail(exceptforgolfcartsacrossdesignatedGolf CartPaths); suchvehiclesmayonlybe operatedonthepaved roadways intended forvehicular use.

(v) OpenFires. OpenburningisnotpermittedontheProperty, exceptthat outdoorfireplaces,grills,andchimneysmaybeusedifequippedwithfirescreenstopreventthe dischargeofembersor ashes.

(w) Lighting. Noexteriorlightingshallbedirectedoutsidetheboundariesofa Lotwithoutthepriorwrittenapprovaloftheappropriate Covenants Committee.

(x) Mailboxes andNewspaperTubes. Only mailboxesandnewspaper tubes meetingDesign Guidelinesorapprovedinwritingbythe appropriate Covenants Committee.

(y) ClothesDryingEquipment. No exteriorclotheslinesorotherclothes dryingapparatusshallbepermittedonanyLot, unless approved inwriting by the appropriate CovenantsCommittee.

(z) Pools.Noswimmingpoolshallbe erected ormaintained on any Lot unlessapprovedinwriting bythe appropriate Covenants Committeeandunlessscreened from viewandenclosedbya fence.

(aa) HomeBusinesses. NoSingleFamily Lot (including anyAccessoryUnit) or dwellinglocatedonaMultifamilyLotshallbeused forany business, commercial, manufacturing, mercantile, storage,salesorother similarpurposes; provided, however, that an Ownermaymaintainanofficeorhomebusinessinthedwellingonsuch Owner'sLot if: (1)such officeorhome businessis operatedbytheOwneroramemberofthe Owner's household residingon theLot; (ii)therearenodisplaysorsigns indicatingthatthe Lot isbeingused other thanasaresidenceexceptwiththepriorwritten approval oftheBoardofDirectors; (iii) such officeorbusinessdoesnotgeneratesignificanttrafficorparkingusage(asdeterminedby the BoardofDirectors)by clients,customers.or otherpersonsrelatedtothebusiness; (iv) no equipmentorotheritemsrelatedtothebusinessarestored,parkedorotherwisekeptonsuch Owner'sLotorthePropertyoutsideofanapprovedenclosure,exceptwiththepriorwritten approval oftheBoardofDirectors; (v)such Ownerhasobtained anyrequired approvals for such

use from the appropriate local governmental agency; (vi) the activity is consistent with the residential nature of the Property and complies with local ordinances; (vii) the dwelling is used primarily as a residence; and (viii) the Owner has obtained prior written approval of the Board of Directors. As a condition to such use, the Board may require the Owner to pay any increase in the rate of the insurance. Garage sales, yard sales and similar activities shall be conducted only in accordance with the Rules and Regulations adopted by the Board of Directors.

(bb) Garages. No garage located on a Single Family Lot or Combination Lot shall be converted to living space or altered or used for purposes which would prevent the use of the garage for the parking of the intended number of vehicles for which it was constructed without the prior written approval of the appropriate Covenants Committee.

(cc) • Construction Activities. This section shall not be construed as forbidding ·Y any work involved in the construction or Upkeep of any portion of the Property so long as such work is undertaken and carried out: (i) with the minimum practical disturbance to Persons occupying other portions of the Property; (ii) in such a way as does not violate the rights of any Person under other provisions of this Declaration; and (iii) in accordance with all applicable restrictions in the Rules and Regulations, the resolutions of the Board of Directors and the other provisions of this Declaration. The Board of Directors may approve temporary structures for construction purposes which may otherwise be in violation of the Association Documents or the Rules and Regulations.

(dd) Commercial Activities. This section shall not be interpreted to prevent normal and reasonable commercial activities on Commercial Lots or Combination Lots which have been originally zoned and designed for such activities. The provisions of the applicable Supplementary Declaration shall control the application of the Section 8.2 and the Rules and Regulations to the Commercial Lots.

Section 8.3. Rules and Regulations. The Board of Directors shall have the power to adopt, amend and repeal Rules and Regulations restricting and regulating the use and enjoyment of the Property or of any portion thereof, which may supplement, but may not be inconsistent with the provisions of the Association Documents. For the purposes of interpretation and enforcement of the Rules and Regulations, the term Property shall be deemed to include the land immediately adjacent to the Property within the public rights-of-ways or otherwise to the extent an Owner's or occupant's actions affect the appearance of or value of the Property. Any Rules and Regulations adopted or amended after conveyance of a Lot to an Owner other than the Declarant or a Builder which prohibits: i)an activity currently conducted by any Owner; or ii) any physical structure currently located on a Lot may only be amended (except for corrections or minor wording changes) by a two-thirds vote of the total number of directors, following a hearing for which due notice has been provided to all members. Copies of the Rules and Regulations shall be furnished by the Board of Directors to each member and Owner. Changes to the Rules and Regulations shall be published prior to the time when the same shall become effective and copies thereof shall be provided to each member and Owner. The Rules and Regulations shall not unreasonably interfere with the use or enjoyment of the Lots or Common Area or the reasonable conduct of business on the Commercial Lots or the Combination Lots.

Also, the Board of Directors may issue temporary or permanent exceptions or variances to any prohibitions expressed or implied by this Article, for good cause shown. The Board of Directors shall also review and approve the rules and regulations proposed by any Subassociation; provided, however, that any rules and regulations submitted to the Board shall be deemed approved if not disapproved within ten days after the first meeting of the Board after such rules and regulations are submitted. The Property shall be occupied and used in compliance with the Rules and Regulations, as well as the rules and regulations established by any Subassociation; provided, however, that any rules and regulations adopted by such Subassociation which are inconsistent with the Association Documents or the Rules and Regulations of the Association shall be void.

Section 8.4. Exclusions

(a) Exclusion for the Declarant and Designees of the Declarant. Notwithstanding any other provision of the Association Documents, neither the restrictions in this Article nor the Rules and Regulations of the Association shall apply to any otherwise lawful acts or omissions of the Declarant or of any Builder approved by the Declarant during the Development Period. This exception for Builders shall be subject to such rules as may be established by the Declarant for safety or to maintain the appearance of the Property.

(b) Exclusion for Golf Course, Other Commercial or Multifamily Properties. Notwithstanding any other provision of the Association Documents, neither the foregoing restrictions in this Article nor the Rules and Regulations of the Association shall apply to any otherwise lawful acts or omissions of the Golf Course Owner on the Golf Course, except as may be provided in a Supplementary Declaration applicable to the Golf Course. Further exclusions to the provisions of this Article may be provided with respect to Commercial Lots or Multifamily Lots in the applicable Supplementary Declaration. If a portion of the Additional Land is developed for non-residential or multifamily residential purposes and subjected to a separate Commercial Declaration or Multifamily Declaration, then the provisions of such separate Commercial Declaration or Multifamily Declaration control.

Section 8,5. Leasing and Resale of Lots.

(

a) Leasing. No Single Family Lot or any portion thereof (including an Accessory Unit) shall be used or occupied for transient or hotel purposes. No Single Family Lot (including an Accessory Unit) shall be leased for an initial period of less than six months. No portion of any dwelling (other than the entire dwelling or an Accessory Unit) shall be leased for any period; provided, however, that a reasonable number of roommates is permitted. No Owner of a Single Family Lot shall lease a Lot other than on a written form of lease: (i) requiring the lessee to comply with the Association Documents; (ii) providing that failure to comply constitutes a default under the lease; and (iii) providing that the Board of Directors has the power to terminate the lease or to bring summary proceedings to evict the tenant in the name of the lessor thereunder after forty-five days prior written notice to the Owner, in the event of a default by the tenant in the performance of the lease. The Board of Directors may suggest or require a standard form lease for use by Owners of Single Family Lots. Upon request, each Owner of a

Single Family Lot shall, promptly following the execution of any lease of a Lot, forward a conformed copy thereof to the Board ofDire~tors. The foregoing provisions of this subsection shall not apply to Multifamily Lots, Commercial Lots, Civic Lots or Lots owned by the Association, by the Declarant, or by a holder of a Mortgage in possession of a Lot as a result of foreclosure,judicial sale or a proceeding in lieu of foreclosure. None of the provisions of this Subsection shall apply to any Lot owned by the County or its designee for use as a group home.

(b) Resale.

(1) Reference to Declaration. The deed or instrument transferring title to any Lot shall contain a provision incorporating by reference the provisions of this Declaration, as well as any applicable Supplementary Declaration. Notwithstanding failure to include.a • - ·--:r reference to this Declaration in a deed or instrument transferring title to a Lot, the covenants, restrictions, easements, conditions, charges and liens set forth herein shall encumber the Lot as though reference thereto was set forth in such deed or instrument.

(2) Notification. The contract seller of a Lot shall notify the Board of Directors of the name of the contract purchaser and the scheduled date and place of settlement.

(3) Association Resale Disclosure. The Board of Directors shall, upon written request from a contract seller of a Lot, and upon payment of the applicable fee, furnish all required disclosures and a Statement of Common Expenses in accordance with Section 6.6.

Section 8.6. Resubdivision and Rezoning.

(a) Resubdivision. buring the Development Period, a Lot may be subdivided or altered so as to relocate the boundaries between such Lot and any adjoining Lot, only with the prior written approval of the Declarant, and with any required approvals by the appropriate governmental authorities. No portion of any such Lot, nor any easement or other interest therein, except easements for utilities, storm water drainage and management, street dedications and other easements or dedications to any utility or public authority, shall be conveyed or transferred by an Owner without the approval of the Declarant during the Development Period. This section is not intended to require the approval of the Declarant or the Board of Directors to leases, deeds of correction, deeds to resolve boundary line disputes or similar corrective instruments, or deeds granting any easement, right-of-way or license to any governmental or public entity, utility, the Association or the Declarant for any purpose. This section is not intended to apply to the relocation of boundary lines or resubdivision of a condominium unit which does not increase the total number of units.

(b) Rezonings and Proffer Amendments. No Owner shall seek to rezone or amend the proffers affecting such Owner's Lot without the prior written approval of the Declarant during the Development Period, or thereafter, without the prior written approval of the Board of Directors. The Declarant reserves the right to seek to rezone or amend the zoning or proffers applicable to any portion of the Property or the Additional Land without the joinder or approval of the Association or any member or Owner, (except the Owner of the land described in

the application and directly affected by the amendment) or Mortgagee. Each Owner acknowledges on behalf of such Owner and such Owner's successors and assigns, that the Declarant may from time to time rezone or amend the Proffers on the Development Plan. To the extent the approval and consent of any other Owner is required under State or local law to apply for or obtain any rezoning or proffer condition amendment or to make any subdivision submission, then each Owner appoints the Board of Directors of the Association as its attomeyin-fact to sign such application on behalf of the Owner or in the alternative, upon request each Owner agrees to sign the application or other documents required for such action; provided, however, that suchjoinder shall be without liability or cost to such Owner unless such liability or cost is expressly accepted by such Owner; and provided, further, that this covenant does not apply to any amendment which would materially, adversely affect an Owner's ability to use such Owner's Lot for its intended purposes or significantly increases such Owner's developmept -:, costs.

ARTICLE9

ARCHITECTURAL REVIEW

Section 9.1. Covenants Committee Purposes and Powers.

(a) Purpose. The Board of Directors or the Declarant shall establish various Covenants Committees as provided in Section 9.2, in order to assure that the Property shall always be maintained in a manner: (i) providing for visual harmony and soundness of repair; (ii) avoiding activities deleterious to the aesthetic or property values of the Property; and (iii) promoting the general welfare and safety of the Owners, such Owners' tenants and such Owners' (or tenants') households, or companies, guests, employees, customers, agents and invitees.

(b) Powers.

(1) The Covenants Committees shall regulate the external design, signage, appearance, use and Upkeep of the Property (including establishing minimum floor area specifications and building set backs); provided, however, that the Covenants Committees shall not have the power to regulate the activities of the Declarant on the Common Area or any Lot owned by the Declarant or construction on any Lot which has been approved by the Declarant. In addition, if the Board of Directors so determines, the covenants committee, board of directors or similar body of any Subassociation may review applications made by Owners of Lots subject to the jurisdiction of the Subassociation, on behalf of the appropriate Covenants Committee.

(2) A Covenants Committee may from time to time establish requirements regarding the form and content of plans and specifications to be submitted for approval. A Covenants Committee shall have the power to impose reasonable application fees as well as the costs ofreports, analyses or consultations required in connection with improvements or changes proposed by an Owner. Such fees shall be assessed against the Lot owned by the Owner making the application: provided, however, that the Committee shall inform the applicant

Owner of the potential·fees before incurring or assessing such fees and the Owner shall have the option to withdraw the application.

(3) A Covenants Committee shall have the power pursuant to Subsection 12.1 (h) (upon petition of any Owner or upon its own motion) to impose reasonable charges upon, and issue a cease and desist request to, an Owner, such Owner's tenant and such Owner's (or tenant's) household or company, or guests, customers, employees, agents, and invitees whose actions are inconsistent with the provisions of the Association Documents or the Rules and Regulations.

(4) Subject to the review of the Board of Directors, a Covenants Committee shall from time to time provide interpretations of the Association Documents _: -:r pursuant to the intents, provisions and qualifications thereof when requested to do so by an Owner, a member or the Board of Directors. The Committee may publish and record such interpretations in order to establish precedents for application of the Association Documents or the Design Guidelines or other matters relative to architectural control and protection of the aesthetic or property values of the Property.

(5) A Covenants Committee may propose changes or additions to the Design Guidelines for approval by the Board of Directors, subject to the limitations in paragraph (1) of Subsection 9.3(a). Such Design Guidelines approved by the Board of Directors are hereby incorporated by this reference and shall be enforceable as if set forth herein in full. The : appropriate Covenants Committee shall also review the architectural guidelines proposed by the· board of directors, covenants committee or similar committee of any Subassociation and shall - determine whether such guidelines are in keeping with the overall architectural character of the Property. Any such guidelines which are submitted to the appropriate Covenants Committee shall be deemed approved if not disapproved within sixty days. The guidelines or rules established by any Subassociation are subordinate to the Association Documents and the Design Guidelines and are void to the extent inconsistent with the Association Documents or Design Guidelines.

(6) A Majority Vote of a Covenants Committee shall be required in order to take any action. The Covenants Committee shall keep written records of all its actions. Any action, ruling or decision of the Rules and Modifications Committee (but not the Initial Construction Committee) may be appealed to the Board of Directors by any party deemed by the Board to have standing as an aggrieved party and any decision by the Commercial Review Committee may be appealed to the Board by the Commercial Lot Owner or the Multifamily Lot Owner whose Lot is directly affected by the action, ruling or decision. If properly appealed, the Board may modify or reverse any such action, ruling or decision of the Committee. The Covenants Committee and the Board of Directors shall have no authority to regulate construction by the Declarant or approved by the Declarant.

(7) A Covenants Committee shall have the right to inspect construction periodically. Any deviation from the approved drawings and specifications which materially changes the exterior appearance, quality or location of the improvement is a violation

of the Association Documents. This section shall in no way affect any requirement for inspection by any governmental entity.

(c) Authority. A Covenants Committee shall have such additional duties, powers and authority as the Board of Directors may from time to time provide by resolution. The Board of Directors may relieve a Covenants Committee (except the fuitial Construction Committee or the Commercial Review Committee) of any of its duties, powers and authority either generally or on a case-by-case basis. The Covenants Committee shall carry out its duties and exercise its powers and authority in accordance with Subsections 12.l(h) and (i) and in the manner provided for in the Rules and Regulations adopted by the Board of Directors or by resolution of the Board of Directors. Notwithstanding the foregoing, neither the Covenants Committee nor the Board of Directors shall have authority to regulate new construction or· ·-:, alterations of existing improvements by the Declarant or by others as approved by the Declarant or approved by the fuitial Construction Committee during the Development Period.

(d) Time for Response; Variances or Exceptions. A Covenants Committee shall act on all matters properly before it within sixty days after its receipt of a complete application in the form prescribed by the Covenants Committee; failure to do so within the stipulated time shall constitute an automatic referral to the Board of Directors at the written request of the applicant. Except when a request is being handled by the Covenants Committee, the Board of Directors shall be obligated to answer any written request for approval of a proposed structural addition, alteration or improvement within forty-five days after the first Board of Directors meeting held following such referral to the Board (but not more than sixty days after the date the application was submitted), and failure to do so within the stipulated time shall constitute a consent by the Board of Directors to the proposed structural addition, alteration or improvement; provided, however, that neither the Board of Directors nor the Covenants Committee has the right or power, either by action or failure to act, to waive enforcement or grant variances or exceptions from written Design Guidelines without a specific finding that enforcement of such guidelines would impose an unfair burden on such member or Owner and stating the variance or exception and the reasons therefor in a written instrument which shall be part of the records of the Association. Upon such written approval of any specific variance or exception from the requirements of the Design Guidelines, all development conforming to such variance or exception shall be deemed to comply.

(e) Standards for Enforcement. In performing its duties to accomplish its purpose as setforth in Subsection (a), the Covenants Committee shall: foster harmonious relations between Owners, occupants and third parties, encourage direct communication between disputants, balance the need for enforcement against the economic, social and community effects of such enforcement in each individual case, evaluate the materiality of any claimed breach, consider community standards and treat all Owners and occupants fairly and equally. At the request of any party, the decision of the Covenants Committee on any matter shall contain a finding as to whether the decision preserves or protects property values and/or sustains or enhances the quality of life in the community.

(f) Determination of Violations. A Covenants Committee shall establish a policy for the consideration of violations of the Association Documents, Rules and Regulations, Design Guidelines and other provisions which the Covenants Committee is empowered to enforce. Such policy shall provide whether the Covenants Committee will proactively seek out certain violations or reactively respond to complaints filed by the Owners and occupants. The Covenants Committee shall direct the management agent as to the specific extent of management's enforcement duties (in accordance with the management agreement).

(g) Conduct of Business. Neither a Covenants Committee nor the Board of Directors shall exercise its powers and authority to interfere with the reasonable conduct of business on the Commercial Lots, Multifamily Lots, Civic Lots or the Combination Lots or the development of the Property in accordance with the Development Plan. Reasonable signs,· •• • ·•J modifications, alterations and changes of use which are consistent with Design Guidelines and needed for the proper conduct of business shall be permitted. Whether a Combination Lot is subject to review by the Modification and Rules Enforcement Committee or the Commercial Review Committee shall depend first on any provision for architectural review provided in the applicable Supplementary Declaration. If the Supplementary Declaration is silent on the issue of architectural review, then whether a Combination Lot shall be subject to architectural review by the Modifications and Rules Enforcement Committee or the Commercial Review Committee shall be determined by the nature of the uses on the surrounding Lots. If the surrounding Lots are primarily residential, then the Combination Lot shall be subject to the Modifications and Rules Enforcement Committee. If the nature of the surrounding Lots is primarily nonresidential, then the Combination Lot shall be subject to review by the Commercial Review Committee.

(h) Specific Exclusions. Supplementary Declarations may exclude certain types of improvements or alterations from Covenants Committee review to the extent such improvements or alterations are not Visible from Neighboring Property. Notwithstanding the foregoing, neither the Covenants Committee nor the Board of Directors shall have authority to regulate construction or alterations made by the Golf Course Owner except as provided in the Supplementary Declaration applicable to the Golf Course.

Section 9.2. Appointment of Members to Covenants Committees. The Board of Directors, the Declarant or the Owners, as appropriate, may appoint or elect members to various specialized Covenants Committees. Such Committees may include an Initial Construction Committee, a Modifications and Rules Enforcement Committee and a Commercial Review Committee. Each of the Covenants Committee may in its discretion establish additional subcommittees to carry out its functions. Wherever in the Association Documents reference is made to the Covenants Committee, such reference shall mean the appropriate Committee having jurisdiction over the Lot in question.

(a) Initial Construction Committee. The Declarant may appoint individuals to the Initial Construction Committee during the Development Period, such individuals to serve for terms designated by the Declarant. If the Declarant does not appoint an Initial Construction Committee, then the Declarant may perform the functions of the Initial Construction Committee.

The Initial Construction Committee shall adopt Design Guidelines for the Property and review and approve or disapprove the plans for the initial construction of any structure to be located on the Property, including without limitation the site development plan, architectural design, architectural materials, landscaping plan, non-structural improvements and general appearance, in order to ensure the quality and compatibility of style of all the improvements to be located on the Property.

(b) Modifications and Rules Enforcement Committee. The Board of Directors shall appoint the members of the Modifications and Rules Enforcement Committee. The Committee shall consist of at least three persons who shall be Owners or representatives of Owners of Single Family Lots or Combination Lots which are primarily residential. Appointees to the Modifications.and Rules Enforcement Committee shall serve for terms of one to three .. years as determined by the Board of Directors. In addition to reviewing alterations and modifications to improvements on Single Family Lots and Civic Lots, the Committee shall review possible violations of the Rules and Regulations, recommend appropriate enforcement action and act as the judicial arm of the Association as set forth in Subsections 12.l(h) and (i) with respect to Single Family Lots, and Civic Lots.

(c) Commercial Review Committee. The Commercial Review Committee shall consist of three persons. Each such person shall serve for a one-year term. At least one member of the Committee shall be an Owner of or the representative of an Owner of a Commercial Lot (if any) and at least one member shall be an Owner of or the representative of an Owner of a Multifamily Lot (if any). The Owners of the Commercial Lots or Multifamily Lots serving on the Committee shall be elected by the Owners of Commercial Lots and Multifamily Lots based on one vote per Lot; provided, however, that each member serving on the Committee must be an Owner or the representative of an Owner of a different Lot and be a different Owner. If there are not at least three Owners of Commercial or Multifamily Lots or at least three Owners or representatives of Owners of Commercial or Multifamily Lots willing to serve, then the remaining positions on the Commercial Review Committee may be filled by appointment by the Board of Directors. If all the Owners of Commercial and Multifamily Lots are also members of the same Subassociation, then the members of the Commercial Review Committee shall be appointed by the board of directors of such Subassociation. If the Owners of Commercial Lots and Multifamily Lots fail to elect members to the Commercial Review Committee, then the Board shall have the right to appoint members to the Committee. Members appointed by the Board shall serve only until the Commercial Owners and Multifamily Owners elect replacement members. The Commercial Review Committee shall review and approve or disapprove the plans for any additions, alterations or modifications to the exterior of existing improvements located on Commercial Lots and Multifamily Lots. The Committee shall also review possible violations of the Rules and Regulations, recommend appropriate enforcement action and act as the judicial arm of the Covenants Committee as set forth in Subsections 12.l(h) and (i) with respect to Commercial Lots and Multifamily Lots. Notwithstanding any other provision of the Association Documents, decisions of the Commercial Review Committee are not appealable to the Board of Directors or subject to review by the Board, unless appealed by the Owner of the Commercial Lot or Multifamily Lot that is directly affected by an adverse decision.

Section 9.3. Architectural Review During the Development Period.

(

a) Initial Construction. The Declarant shall have the right to adopt all initial Design Guidelines for the Property during the Development Period and review and approve or disapprove the plans for the initial construction of any structure to be located on the Property, including without limitation the site development plan, architectural design, architectural materials, landscaping plans, minimum square footage, non-structural improvements and general appearance in order to ensure the quality and compatibility of style of all the improvements to be located on the Property. Such Design Guidelines for initial construction, as the same may be amended by the Declarant during the Development Period from time to time, are hereby incorporated herein by this reference and shall be enforceable as if set forth herein in full. The Declarant may exercise its right to review and approve or disapprove all initial constructio_~ on- . -j the Property directly or through the Initial Construction Committee appointed pursuant to Subsection 9.2(a). The Initial Construction Committee may establish its own applications and procedures and may charge a fee for its review. Decisions of the Initial Construction Committee are not appealable to the Board of Directors. The Declarant or the Initial Construction Committee has the right or power to waive enforcement or grant variances or exceptions from written Design Guidelines in a written instrument stating the variance which shall be part of the records of the Association. Upon such written approval of any specific variance or exception from the requirements of the Design Guidelines, all development conforming to such variance or exception shall be deemed to comply. All costs and expenses of the Initial Construction Committee not covered by application fees shall be deemed a Common Expense. After the Development Period, the Initial Construction Committee shall cease to exist. If initial construction on the Property occurs after the Development Period and after the Initial Construction Committee ceases to exist, then such construction will be reviewed by the Modifications and Rules Enforcement Committee or the Commercial Review Committee, as applicable.

(b) Modifications and Rules Enforcement. Review of the plans for any additions, alterations or modifications to the exterior of existing improvements located on the Property and possible violations of the Association Documents and Rules and Regulations by an Owner, shall be conducted by either the Modifications and Rules Enforcement Committee or the Commercial Review Committee, as applicable, in accordance with Sections 9.1. and 9.2.

Section 9.4. Compensation of the Covenants Committee. One or more members of a Covenants Committee other than an Owner or a occupant of the Property may be compensated by the Association for their service on the Committee (including designees of the Declarant) and for their technical or professional expertise as may be determined by the Board of Directors.

Section 9 .5.

Additions. Alterations and Improvements Requiring Approval.

(a) Approval Required.

(1) No Person shall make any addition, alteration, improvement or change of grade in or to any Lot (other than for normal Upkeep or natural landscaping and not including areas within a building or dwelling visible from the exterior only because of the transparency of glass doors, walls or windows) without the prior written consent of the appropriate Covenants Committee. No Person shall make any addition, alteration or improvement to any common area owned by a Subassociation or the common elements of any· -7 condominium or cooperative located within the Property (other than for normal Upkeep or natural landscaping and not including areas within a building or dwelling visible from the exterior only because of the transparency of glass doors, walls or windows) without the written consent of the appropriate Covenants Committee. No Person shall paint, affix a sign not permitted by the Rules and Regulations to or alter the exterior of any improvement, including the doors and windows if Visible from Neighboring Property without the prior written consent of the appropriate Covenants Committee. Approval by the Declarant, the Board of Directors or a Covenants Committee shall not relieve an Owner or Subassociation from any obligation to obtain required governmental approvals and permits. Upon request, the Owner or member shall deliver all approvals and permits required by law to the Declarant, the Covenants Committee or Board of Directors, as appropriate, prior to the commencement of the construction requiring such approval or permit. If any application to any governmental authority for a permit to make any such structural addition, alteration or improvement to any Lot or improvement located on any Lot requires signature by the Association, and provided consent has been given by the Declarant, the Board of Directors or the appropriate Covenants Committee, then the application shall be signed on behalf of the Association by an Officer only, without incurring any liability on the part of the Officer, the Board of Directors, the Association, the Covenants Committee members, the Declarant or any of them to any contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any Person having a claim for personal injury or property damage arising therefrom. Any addition, alteration or improvement upon any Lot in violation of the Association Documents shall be removed or altered to conform to the Association Documents (including the Design Guidelines) within thirty days after notice from the Board of Directors or the appropriate Covenants Committee of the violation.

• (2) With respect to Lots which are also subject to the jurisdiction of a Subassociation, the Board of Directors may determine to have the covenants committee, board of directors or similar body of such Subassociation review applications for architectural review on behalf of the Covenants Committee. Owners of such Lots must comply with the Design Guidelines and the Rules and Regulations for the Property, as well as any guidelines or rules and regulations established by the Subassociation with jurisdiction over such Lot.

(3) During the Development Period, the provisions of this section shall not apply to Lots owned by the Declarant or to new construction or alteration of existing

improvements on any Lot if such construction or alteration has been approved by the Declarant. The Declarant or an Owner, if approved by the Declarant, shall have the right to construct improvements, make alterations or subdivisions without the approval of the Board of Directors or a Covenants Committee and an authorized Officer shall sign any application required therefor.

(4) The provisions of this section shall not apply to a holder of a Mortgage (in possession of a Lot as a result of foreclosure, judicial sale or proceeding in lieu of foreclosure) affixing a sign or taking any other actions that may be necessary to sell or lease all or any portion of the Lot, if such actions are in accordance with applicable zoning and not detrimental to the value of the Property.

(b) • •Limitations.

(1) Any Person obtaining approval of the appropriate Covenants Committee, the Board of Directors or the beclarant shall commence construction or alteration in accordance with plans and specifications approved within six months after the date of approval and shall substantially complete any construction or alteration within twelve months after the date of approval, or within such other period as specified in the approval. Notwithstanding the foregoing, the approval may provide for a different period during which to commence or complete construction. If any such Person does not commence work within six months after approval, or such other time period determined by the Committee, Board or Declarant, as applicable, then approval shall lapse.

(2) Any Person obtaining approval of the appropriate Covenants Committee shall not deviate materially from the plans and specifications approved without the prior written consent of the Committee. Such Person shall notify the Committee when the alterations or improvements are complete. Approval of any particular plans and specifications or design does not waive the right of the Committee to disapprove such plans and specifications, or any elements or features thereof, if such plans and specifications are subsequently submitted for use in any other instance or by any other Person.

( c) Certificate of Compliance. Upon the completion of any construction or alterations in accordance with plans and specifications approved in accordance with this Article, the Covenants Committee or the Board of Directors shall, at the request of the Owner thereof, issue a certificate of compliance which shall be prima facie evidence that such construction or alteration referenced in such certificate has been approved in accordance with this Article and constructed or installed in full compliance with the provisions of this Article and with such other provisions and requirements of the Association Documents as may be applicable. The certificate shall not be used and may not be relied upon for any other purpose, and shall not constitute a representation either as to the accuracy or sufficiency of the plans and specifications reviewed by the Committee or the quality or soundness of the construction, alterations or improvements or as a substitute for governmental approvals or permits. The Committee may impose a reasonable charge to cover the costs of inspection and preparation of such a certificate.

(d) Improvements During Development Period. If construction is reviewed by the Declarant or the Initial Construction Committee pursuant to Sections 9.2 and 9.3, all references to the Covenants Committee shall be deemed to mean the Declarant or the Initial Construction Committee, and such construction shall be subject only to such limitations as may be determined by the Declarant.

(e) Golf Course Lot. Notwithstanding any other provision of this Declaration, any Lot containing the Golf Course or the Club shall not be subject to architectural review by the Association, the Board of Directors or the Covenants Committee, except as provided by the applicable Supplementary Declaration or Commercial Declaration. Notwithstanding the foregoing, during the Development Period, new construction and any alterations thereafter on the Golf Course or Club-shall be subject to architectural review by the Declarant or the Initial~ •-:r Construction Committee.

Section 10.1. General Provisions. ARTICLE 10

INSURANCE

(a) Authority, Liability and Notice. The Board of Directors shall have the power and responsibility on behalf of the Association to: (i) purchase insurance policies relating to the Common Area or Common Easement Areas, (ii) adjust all claims arising under such policies and (iii) execute and deliver releases upon payment of claims. The cost of all insurance policies purchased by the Board relating to the Common Area shall be a Common Expense or Limited Common Expense, as appropriate. The Board of Directors, the managing agent and the Declarant shall not be liable for failure to obtain any coverages required by this Article or for any loss or damage resulting from such failure: (i) if such failure is due to the unavailability of such coverages from reputable insurance companies; (ii) if such coverages are so available only at demonstrably unreasonable cost; or (iii) if the Association's insurance professionals advise that the coverages required by paragraph (2) of Subsection 10.2(b) are unnecessary. Exclusive authority to negotiate losses under policies purchased by or on behalf of the Association shall be vested in the Board of Directors or with its authorized representative. The Board of Directors shall promptly notify the members, Owners, and Mortgagees of material adverse modifications, lapses or termination of, insurance coverages obtained on behalf of the Association.

(b) Policy Requirements.

(1) All policies of insurance shall be written by reputable companies licensed or qualified to do business in Virginia.

(2) The deductible or retained limit (if any) on any insurance policy purchased by the Board of Directors shall be a Common Expense (or a Limited Common Expense or a Recreational Facility Expense, as appropriate); provided, however, that the Association may, pursuant to Subsections 6.2( c) and 12.1 (a), assess any deductible amount necessitated by the

misuse or neglect of an Owner, or such Owner's tenant or such Owner's (or tenant's) household or company, guests, customers, employees, agents or invitees against the Lot owned by such Owner.

(3) The Declarant, so long as the Declarant shall own any Lot, shall be protected by all such policies as an Owner.

(4) Each such policy shall provide that:

(A) The insurer waives any right to claim by way of subrogation against the Declarant, the Association, the Board of Directors, the managing agent, any member or Owner and their respective households or companies, or guests, customers, employees,... . -J tenants, agents and invitees;

(B) Such policy shall not be canceled, invalidated or suspended due to the conduct of any member or any Owner, or such Owner's tenant or such Owner's (or tenant's) household or company, or guests, customers, employees, agents and invitees, or of any member, Officer or employee of the Board of Directors or the managing agent without a prior demand in writing that the Board or the managing agent cure the defect and neither shall have so cured such defect within thirty days after such demand; and

(C) Such policy may not be canceled or substantially modified (including cancellation for non-payment of premium) without at least thirty days prior written notice to the Board of Directors and the managing agent.

Section 10.2. Physical Damage Insurance.

(a) Coverage. The Board of Directors shall obtain and maintain a "Special Form" policy of insurance including without limitation fire damage, vandalism, malicious mischief, sprinkler leakage (if applicable), cost of demolition, debris removal, and water damage coverage, insuring any improvements located on the Common Area or Common Easement Areas, if any, (including without limitation any floor coverings, fixtures and appliances), together with all air conditioning and heating equipment and other service machinery contained therein and covering the interests of the Association, in an amount equal to one hundred percent of the then current full insurable replacement cost (exclusive of the land, excavations, foundations and other items normally excluded from such coverage), without deduction for depreciation (such amount to be redetermined periodically by the Board with the assistance of the insurance company affording such coverage). The Board of Directors shall also obtain and maintain appropriate coverage on all personal property and real estate other than the Common Area owned by the Association.

(b) Waivers and Endorsements. Each such policy shall also provide:

(1) a waiver of any right of the insurer to repair, rebuild or replace any damage or destruction, ifa decision is made not to do so;

(2) the following endorsements (or equivalent): A) "no control" (to the effect that coverage shall not be prejudiced by any act or neglect of any member, Owner or occupant or their agents when such act or neglect is not within the control of the insured or the Owners or the members collectively, nor by any failure of the insured any members or the Owners collectively, to comply with any warranty or condition with regard to any portion of the Property over which the insured, the members or the Owners collectively have no control; B) "cost of demolition"; C) "contingent liability from operation of building laws or codes"; D) "increased cost of construction" or "inflation guard"; E) "replacement cost" or "guaranteed replacement cost"; and F) "agreed amount" or "elimination of co-insurance" clause;

• ·(3) that any "no other insurance" clause expressly exclude indiyidual --;r members' and Owners' policies from its operation so that the physical damage policy purchased by the Board of Directors shall be deemed primary coverage and any individual members' or Owners' policies shall be deemed excess coverage, and in no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder provide for or be brought into contribution with insurance purchased by individual members or Owners or Mortgagees, unless otherwise required by law;

(4) such deductibles as to loss, but not coinsurance features, as the Board of Directors in its sole discretion deems prudent and economical; and

(5) to the extent a policy covers a dwelling located on any Lot, the standard mortgagee clause.

(c) Certificates. Certificates of physical damage insurance signed by an agent of the insurer, all renewals thereof, and any sub-policies or certificates and endorsements issued thereunder, together with proof of payment of premiums, shall be delivered by the insurer to any Mortgagee requesting the same, at least ten days prior to expiration of the then current policy.

(d) Notice to Mortgagees. All Mortgagees shall be notified promptly of any event giving rise to a claim under such policy arising from damage to improvements located on the Common Area or Common Easement Areas in excess often percent of the annual budget for Common Expenses. The Mortgagee of any Lot insured by the Association shall be notified promptly of any event giving rise to a claim under such policy arising from damage to improvements located on such Lot.

Section 10.3. Liability Insurance. The Board of Directors shall obtain and maintain comprehensive general liability (including without limitation libel, slander, false arrest and invasion of privacy coverage) and property damage liability insurance in such limits as the Board may from time to time determine, insuring the Association, each director, the managing agent, the members, Owners and the employees of the Association against any liability to the public or to any member or any Owner or such Owner's tenants and such Owner's (or tenant's) household or company, or guests, customers, employees, agents and invitees arising out of, or incident to the ownership or care, custody, control and use of the Common Area or Common Easement

Areas or legal liability arising out of employment contracts of the Association. Such insurance shall be issued on a comprehensive liability basis and shall contain: (i) a cross-liability endorsement under which the rights of a named insured under the policy shall not be prejudiced with respect to an action against another named insured; (ii) hired and non-owned vehicle coverage; (iii) host liquor liability coverage with respect to events sponsored by the Association; (iv) deletion of the normal products exclusion with respect to events sponsored by the Association; and (v) a "severability of interest" endorsement which shall preclude the insurer from denying liability coverage to a member or an Owner because of negligent acts of the Association or of another member or Owner. The Board of Directors shall review such limits once each year, but in no event shall such insurance be less than one million dollars covering all claims for bodily injury or property damage arising out of one occurrence. Reasonable amounts of "umbrella" liability-insurance in excess of the primary limits shall also be obtained in an -I amount not less than two million dollars.

Section 10.4. Other Insurance. The Board of Directors shall also obtain and maintain:

(1) adequate fidelity coverage to protect against dishonest acts on the part of directors, Officers, trustees and employees of the Association and all others who handle or are responsible for handling funds of the Association, including the managing agent and volunteers. If the Association has delegated some or all of the responsibility for handling funds to a managing agent, such managing agent shall be covered by its own fidelity insurance. Such fidelity insurance (except for fidelity insurance obtained by the managing agent for its own personnel) shall: (i) name the Association as an obligee; (ii) be written in an amount not less than one-fourth the total annual assessment for Common Expenses or the amount required by the Mortgagees, FNMA or FHLMC, whichever is greatest; and (iii) contain waivers of any defense based upon the exclusion of Persons who serve without compensation from any definition of "employee" or similar expression;

(2) if required by a majority of the Mortgagees or governmental regulations, flood insurance in accordance with the then applicable regulations for such coverage;

(3) workers' compensation insurance if and to the extent necessary to meet the requirements oflaw (including a voluntary employees endorsement and an "all states" endorsement);

(4) if applicable, pressure, mechanical and electrical equipment including air conditioning equipment coverage on a comprehensive form in an amount not less than fifty thousand dollars per accident per location;

(5) directors and officers liability insurance in an amount not less than one million dollars; and

(6) such other insurance: (i) as the Board of Directors may determine; or (ii) as may be required with respect to the Additional Land by the applicable Supplementary Declaration or (iii) as may be requested from time to time by a Majority Vote of the members.

Section 10.5. Insurance on Lots.

(a) Optional Insurance. Each member or Owner shall have the right to obtain insurance for such member's or Owner's benefit, at such member's or Owner's expense, covering the improvements located on such Owner's Lot or the land owned or maintained by such member and such member's or Owner's personal liability. No member or Owner shall acquire or maintain insurance coverage on the Common Area or Common Easement Areas insured by the Association so as to: (i) decrease the amount which the Board of Directors may realize under any insurance policy maintained by the Board; or (ii) cause any insurance coverage maintained by the Board to be brought into contribution with insurance coverage obtained by a member or an Owner; or (iii) in violation of any condominium instruments or declaration of covenant_~ ·•. -J encumbering such Owner's Lot. No member or Owner shall obtain separate insurance policies on the Common Area owned in fee simple by the Association.

(b) Required Coverage. (1) Due to the shared walls between the improvements located on some of the Lots, each Owner of a Lot containing an attached structure shall obtain a "special form" policy of fire insurance with extended coverage in an amount equal to one hundred percent of the then current insurable replacement cost of any improvements located on such Owner's Lot. If the Board of Directors so requests, the Owner of such a Lot and shall provide a certificate of insurance to the Board fifteen days prior to the expiration of such insurance. Any policy obtained shall provide that is may not be canceled except upon ten days written notice to the Association. If an Owner fails to obtain the insurance coverage required by this Article, the Board of Directors may purchase such insurance coverage on such Owner's behalf and assess the Lot owned by such Owner for the cost thereof pursuant to Subsections 6.2(c) and 12.l(a). The Declarant, the Association and the Board of Directors shall not be held liable for the failure of any Owner to purchase insurance.

(2) Members and Owners may be required to obtain certain insurance coverages with respect toAdditional Land in the Supplementary Declaration adding such Additional Land.

ARTICLE

11

RECONSTRUCTION AND REP AIR

Section 11.1. When Reconstruction or Repair Required.

(a) Common Area. Except as otherwise provided in Section 11 .4, if all or any part of any improvement located on the Common Area or the Common Easement Areas is damaged or destroyed by fire or other casualty, the Board of Directors shall arrange for and supervise the prompt repair and restoration thereof (including without limitation any floor coverings, fixtures and appliances). The Association shall not use the proceeds of casualty insurance received as a result of damage or destruction of improvements located on the Common

Area or Common Easement Areas for purposes other than the repair, replacement or reconstruction of such improvements except in accordance with Sections 11.4 and 15 .4.

(b) Lots. If a building or other major improvement located upon a Lot is damaged or destroyed, the Owner thereof or the Subassociation responsible for maintaining such building or improvement shall restore the site either: (i) by repairing or reconstructing such building or other major improvement; or (ii) by clearing away the debris and restoring the site to an acceptable condition compatible with the remainder of the Property. Unless the applicable Covenants Committee permits a longer time period, such work must be: (i) in the case of a detached structure, commenced within six months after the casualty and substantially completed within twelve months after the casualty or (ii) in the case of an attached structure, commenced within three months aBer the casualty and substantially completed within six months afte:r_the - --;; casualty. If the building or other major improvement will look substantially the same as before the casualty and will comply with the Design Guidelines, no prior approval of the Covenants Committee shall be required.

Section 11.2. Procedure for Reconstruction and Repair of Common Area.

(a) Cost Estimates. Immediately after a fire or other casualty causing damage to any portion of any improvement located on the Common Area or Common Easement Areas, the Board of Directors shall obtain reliable and detailed estimates of the cost of restoring and repairing such improvement (including without limitation any floor coverings, fixtures and appliances) to a condition as good as that existing before such casualty. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary.

(b) Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the original construction of any improvement located on the Common Area, subject to any modifications required by changes in applicable governmental regulations, and using contemporary building materials and technology to the extent feasible; provided, however, that other action may be taken if approved in accordance with Section 15 .4.

Section 11.3. Disbursement of Construction Funds for Common Area.

(a) Construction Fund and Disbursement. The proceeds of insurance collected on account of a casualty and the sums received by the Board of Directors from the collection of Assessments against the Owners pursuant to Subsection l l .3(b) or any Owner pursuant to Subsections 6.2(c) or 12.l(a), shall constitute a construction fund which shall be disbursed in payment of the costs of reconstruction and repair in the following manner.

(1) If the estimated cost of reconstruction and repair is less than ten percent of the total annual Assessment for Common Expenses for that fiscal year, then the construction fund shall be disbursed in payment of such costs upon order of the Board of Directors.

(2) If the estimated cost ofreconstruction and repair is ten percent or more of the total annual Assessment for Common Expenses for that fiscal year, then the construction fund shall be disbursed in payment of such costs upon approval of an architect qualified to practice in the jurisdiction where the Property is located and employed by the Board of Directors to supervise such work, payment to be made from time to time as the work progresses. The architect shall be required to furnish a certificate giving a brief description of the services and materials furnished by various contractors, subcontractors, materialmen, the architect and other Persons who have rendered services or furnished materials in connection with the work stating that: (i) the sums requested by them in payment are justly due and owing and that such sums do not exceed the value of the services and materials furnished; (ii) there is no other outstanding indebtedness known to such architect for the services and materials described; and (iii) the cost as estimated by such architect for the work remaining to be done subsequentJo the --;r date of such certificate does not exceed the amount of the construction fund remaining after payment of the sum so requested. The Board of Directors shall be entitled to rely on such certificate.

(b) Shortfalls. If the proceeds of insurance are not sufficient to defray such estimated costs ofreconstruction and repair, or if upon completion ofreconstruction and repair the funds for the payment of the costs thereof are insufficient, the amount necessary to complete such reconstruction and repair may be obtained from the appropriate reserve for replacement funds or shall be deemed a Common Expense or a Limited Common Expense, as appropriate, and an assessment therefor shall be levied subject to Section 6.2.

(c) SmJ>lus. The first monies disbursed in payment of the cost of reconstruction and repair shall be from insurance proceeds. If, after payment of the costs of all reconstruction and repair, and the refund of any excess payments made by Owners pursuant to Subsection l l .3(b) in proportion to their contributions or the refund of excess payments by any Owner pursuant to Subsection 12.l(a), there remains any surplus fund, such fund shall be paid to the Association and shall be placed in the appropriate reserve account.

Section 11.4. When Reconstruction and Repair of Common Area Not Required.

If destruction of the improvements located on the Common Area or the Common Easement Areas is insubstantial, the Board of Directors may elect not to repair such insubstantial damage. Otherwise, any decision not to repair or restore improvements on the Common Area shall be made in accordance with Section 15.4. If damaged improvements are not repaired, then the Board of Directors shall remove all remnants of the damaged improvements and restore the site thereof to an acceptable condition compatible with the remainder of the Common Area and the balance of any insurance proceeds received on account of such damage shall be placed in the appropriate reserve account.

ARTICLE 12

COl\1PLIANCE AND DEFAULT

Section 12.1. Compliance; Relief; Vicarious Liability. Each Owner and each Subassociation shall be governed by, and shall comply with, all of the terms of the Association Documents and the Rules and Regulations as they may be amended from time to time. For the purpose of determining a Single Family Lot Owner's liability under this Article, with respect to the violation of any provision of the Association Documents, the Rules and Regulations or for an act of neglect or carelessness, the acts of such Owner's tenants, and such Owner's (or tenajlt's) · -:r household or company, or guests, customers, employees, agents, or invitees shall be deemed to be acts of the Owner. A default by an Owner or Subassociation shall entitle the Association, acting through its Board of Directors or through the managing agent, to the following relief.

(a) Additional Liability. Each Owner or each Subassociation, shall be liable to the Association or to any affected member or Owner for the expense of all Upkeep rendered necessary by such Owner's act or omission or the act or omission of such Subassociation, regardless of negligence or culpability but only to the extent that such expense is not covered by the proceeds of insurance carried by the Board of Directors. Such liability shall include any increase in casualty insurance rates occasioned by use, misuse, occupancy or abandonment of any Lot or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by any insurance company of its rights of subrogation. Any costs, including without limitation legal fees, incurred as a result of a failure to comply with the Association Documents or the Rules and Regulations by any Owner or Subassociation, or for which any Owner or Subassociation is deemed responsible hereunder, may be assessed against such Owner's Lot.

(b) Costs and Attorney's Fees. In any judicial proceedings arising out of any alleged default by an Owner or a Subassociation or any suit brought by an Owner against the Association or any director or Officer, the prevailing party shall be entitled to recover the costs of such proceeding and reasonable attorneys' fees, even if the proceeding is settled prior to judgment.

(c) No Waiver of Rights. The failure of the Association, the Board of Directors or of a member or an Owner to enforce any right, provision, covenant or condition which may be granted by the Association Documents or the Rules and Regulations shall not constitute a waiver of the right of the Association, the Board or any member or Owner to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association, the Board of Directors or any member or Owner pursuant to any term, provision, covenant or condition of the Association Documents shall be deemed to be cumulative and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other privileges as may be granted to such party by the Association Documents, the Act or at law or in equity;

provided, however, that compliance with the requirements of Article 20 shall be a condition precedent to judicial proceedings where such proceedings are permitted by Article 20.

(d) Interest. If a default by any Owner in paying any sum assessed against such Owner's Lot, or any Subassociation in paying any amount to be collected from such Subassociation continues for a period in excess of thirty days, interest at a rate not to exceed that interest rate then charged by the Internal Revenue Service on delinquent taxes (or charged by a similar agency of the Federal Government) may be imposed in the discretion of the Board of Directors on the principal amount unpaid from the date due until paid; provided, however, that if the Board of Directors does not impose interest, the Board shall set forth its reasons for not charging such interest in a written record of its decision. The imposition of interest shall not preclude collection of a late charge nor shall a late charge levied pursuant to Section 6:5 b_e ·-7 considered.interest subject to thelimitations of this subsection.

(e) Abating and Enjoining Violations. The violation of any of the Rules and Regulations adopted by the Board of Directors or the breach of any provision of the Association Documents shall give the Board of Directors the right, in addition to any other rights set forth in the Association Documents or the Rules and Regulations: (i) to enter the portion of the Property (excluding any improvement) pursuant to Section 3.3, on which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting member or Owner, any structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions of the Association Documents or the Rules and Regulations, and the Board of Directors shall not thereby be deemed guilty in any manner of trespass; (ii) to use self-help to remove or cure any violation of the Association Documents or the Rules and Regulations on the Property (including without limitation the towing of vehicles); or (iii) to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach; provided, however, that (i) reasonable notice must be provided (except in emergencies) and (ii) before any construction may be altered or demolished (except in emergencies) judicial proceedings shall be instituted.

(f) Legal Proceedings. Failure to comply with any of the terms of the Association Documents or the Rules and Regulations shall be grounds for instituting alternative dispute resolution pursuant to Article 20, or the following legal action where permitted by Articles 12 and 20: an action to recover any sums due for money damages, injunctive relief, foreclosure of the lien for payment of all Assessments, any other relief provided for in the Association Documents and any other relief afforded by a court of competent jurisdiction, all of which relief may be sought by the Association, the Board of Directors, the managing agent or, if appropriate, by any aggrieved Owner or member and shall not constitute an election of remedies.

(g) Suspension of Rights; Other Remedies. The Board of Directors or the appropriate Covenants Committee, shaH have the power to suspend a member's voting rights for failure to pay Assessments pursuant to Subsection 3.2(d) of the Bylaws. The Board of Directors or the appropriate Covenants Committee, shall also have the power to suspend the right of an Owner, or occupant, and the right of such Person's household or company, tenants, guests, customers, employees, agents and invitees, to use the Recreational Facilities (if any) and other

Common Area for a reasonable period not to exceed sixty days for any violation of any provision of any of the Association Documents or the Rules and Regulations or for any period during which any Assessment against an Owner's Lot remains unpaid; provided, however, that the Association shall not suspend the right to use the Private Streets and Roadways located on the Common Area for both vehicular and pedestrian ingress and egress to and from such Owner's Lot and for parking or to use the Common Area for necessary, ordinary and reasonable pedestrian ingress and egress to and from such Owner's Lot, or to suspend any easement over the Common Area for utilities (storm water drainage, electricity, water, sanitary sewer, natural gas) or telecommunications (television reception, telephone service) or similar utilities and services to the Lots. Notwithstanding the foregoing, .;l(,a 1itility s~ce is,p~d for as a Common<Bxpense or a Limited,,Common Expense and an ,Owlet,El9~1>:ij9t pay the Assessment .fur,such Comm.on Expense: or Limited Common Expense for a period of more than sixty &a.y~then such utility·- - ·-:1 service may be discontinued to such Owner until payment of the Assessment for such service is made; provided, however, that such suspension shall not endanger the health, safety or property of any Owner or occupant.

The Board or Committee may suspend voting rights and the right to use the • Common Area due to non-payment of Assessments without giving the Person charged with the violation advanced notice or an opportunity for a hearing, unless a hearing is required by the POA Act or other law. The Board or Committee may determine to take certain other actions, including, without limitation, towing vehicles without providing a hearing, unless a hearing is required by the POA Act or other law.

(h) Charges. The Board of Directors or the appropriate Covenants Committee shall have the power to impose charges in the case of an Owner or a Subassociation found by the Board or Committee to be responsible for a violation of the Association Documents or the Rules and Regulations (personally or under the provisions of the Association Documents). No such penalty shall be imposed until the Person charged with such a violation has been given notice and an opportunity for a hearing as set forth in paragraph (i) below Charges may not exceed Fifty Dollars for each violation, or Ten Dollars per day for each violation ofa continuing nature (subject to such limitations as may be imposed by the POA Act) or such greater amounts as may be permitted by the POA Act and imposed by the Committee. No charge may be imposed for failure to pay an Assessment except as otherwise provided in the Declaration. Charges are Individual Assessments and shall be collectible as such and, if against an Owner, shall also constitute a lien against a Lot in accordance with Section 12.2 to the extent permissible under the law of the jurisdiction in which the Property is located. Imposition of a charge does not preclude the liability of an Owner for reimbursement to the Association of costs incurred by the Association.

(i) Due Process. The Board of Directors or the appropriate Covenants Committee may deliberate privately, but shall either announce its decision in the presence of the respondent or give the respondent notice thereof. A decision adverse to the respondent shall require a two-thirds vote of the entire membership of the Board or Committee. The Board or appropriate Covenants Committee, before imposing any charge or before taking any action

affecting one or more specific Owners, or Subassociations, shall afford such Owners or Subassociations the following basic due process rights.

(1) Notice. The respondent shall be afforded prior written notice of any action (except when an emergency requires immediate action) and, if notice is of default or violation, an opportunity to cure which is reasonable under the circumstances, prior to the imposition of any sanction. The notice shall also state that the respondent is entitled to a hearing, if a hearing is required pursuant to Subsections 12.l(g) and 12.l(h). Notice of a hearing shall include a summary of the charges or other sanctions that may be imposed as a result of the alleged violation. Notice of any violation or any hearing shall be sent by registered or certified United States mail, return receipt requested (or any other manner permitted by the law), to the Owner at such Owner's address of record with the Association at least fourteen days prior.Jo such ·J' hearing or as may otherwise be required by the POA Act.

(2) Hearing. If the respondent is entitled to a hearing and requests in writing a hearing before any charge is imposed or action taken, then the imposition of the charge or the taking of the action shall be suspended until the respondent has an opportunity to be heard at a hearing at which the Board of Directors or the appropriate Covenants Committee discusses such charge or action. Each Person so appearing shall have the right to be represented by such Person's counsel, at such Person's own expense. The hearing result shall be hand delivered or sent by registered or certified mail, return receipt requested (or any other manner permitted by law), to the Owner at the Owner's address ofrecord with the Association within three days after the hearing.

(3) Appeal. Upon receipt of a written request therefor made within ten days after the date of an action by the Covenants Committee, the Board of Directors may afford any Person deemed by the Board or the Association Documents to have standing as an aggrieved party the right to appeal to the Board, and the Board may reconsider, review, modify or reverse any action taken by the Covenants Committee; provided, however, that the Board shall have no jurisdiction over decisions made by the Initial Construction Committee.

(4) Fairness. The Board of Directors and the Covenants Committees shall treat all Persons equitably, based upon decision-making procedures, standards and guidelines which shall be applied to all Persons consistenHy.

G) Privacy and Quiet Enjoyment. Neither the Board of Directors, the Covenants Committee nor the Association shall interfere with the lifestyle or conduct of, or invade the privacy of, any occupant within a dwelling unless necessary to protect the rights of other occupants or to protect adjacent Property from damage.

(k) New Owner Information. If the contract seller or the new Owner does not give the Secretary written notice stating the name and address of the new Owner and the number or address of the Lot within thirty days after acquiring title to such Lot, then reasonable recordkeeping costs incurred by the Association, as determined by the Board of Directors, may be assessed against such Owner's Lot. The Board may set or change the amount of such

Assessment from time to time. Such Assessment shall be a lien against such Owner's Lot as provided in Section 12.2.

(1) Enforcement Against Subassociations. If a Subassociation fails to pay any Assessment or charge due from such Subassociation within thirty days after due, then the Association may attach any assessments or charges due from the Owners to such Subassociation and notify such Owners that all assessments or other charges shall be paid directly to the Association until such Owners are notified otherwise. The Association may then retain such portion of the sums collected to satisfy the amount due from the Subassociation and shall remit any sums collected in excess of Assessments or charges due to such Subassociation.

Section 12.2.- Lien for Assessments.

(a) Lien. In addition to the lien established by the POA Act, the total Annual Assessment of each Owner for Common Expenses, including Limited Common Expenses, any Additional Assessment, any Individual Assessment or any other sum duly levied (including without limitation charges, interest, late charges, etc.), made pursuant to the Association Documents, is hereby declared to be a lien levied against any Lot owned by any Owner in accordance with this Declaration and Section 55-516 of the POA Act. Until fully paid and satisfied, the lien shall apply to and encumber all of the Lots that were owned, as of the date when payment was due, by the Owner from whom payment was due, and shall also apply to and encumber any and all Lots thereafter acquired by that Owner from the time such Owner becomes the Owner thereof. With respect to Annual Assessments, the lien is effective on the first day of each fiscal year of the Association and, as to Additional Assessments, Individual Assessments and other sums duly levied, on the first day of the next payment period which begins more than ten days after the date of notice to the Owner of such Additional Assessment, Individual Assessment or levy. The Board of Directors or the managing agent may file or record such other or further notice of any such lien, or such other or further document, as may be required to confirm the establishment and priority of such lien. The lien created by this section shall be prior to all liens and encumbrances hereafter recorded except Mortgages, real estate taxes and other charges levied by governmental authority and made superior by law. The personal obligation of the Owner to pay such Assessment shall, in addition, remain such Owner's personal obligation and a suit to recover a money judgment for nonpayment of any Assessment or installment thereof, levied pursuant hereto, may be maintained without foreclosing or waiving the lien herein created to secure the same.

(b) Acceleration. If an Assessment against an Owner is payable in

installments, upon a default by such Owner in the timely payment of any two consecutive installments, the maturity of the remaining total of the unpaid installments of such Assessment may be accelerated, at the option of the Board of Directors, and the entire balance of the Assessment may be declared due and payable in full by the service of notice to such effect upon the defaulting Owner. If an Owner is delinquent in payment of Assessments for a prior fiscal year, then the entire Assessment (otherwise payable in installments) shall be due and payable in full when assessed, upon receipt of notice of such Assessment by the defaulting Owner.

(c) Enforcement. The lien for Assessments may be enforced and foreclosed in any manner permitted by the laws of the jurisdiction in which the Lot is located for foreclosure of mortgages or deeds of trust containing a power of sale pursuant to Section 12.4 or by an action in the name of the Board of Directors, or the managing agent, acting on behalf of the Association. Any such sale provided for herein is to be conducted in accordance with the provisions of Section 55-5161 of the POA Act, Sections 55-59.1 through 55-59.4 of the Code of Virginia (1950), as amended, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted or provided by law. The Declarant, through its duly authorized agents, shall have the power to bid on the liened property at any foreclosure sale, and to acquire, lease, mortgage and convey the same. During the pendency of any such action to enforce the Association lien, the Owner shall be required to pay a reasonable rental for the Lot for any period prior to sale pursuant to any judgment or order of any court having jurisdic!ion • -:r over such sale. The plaintiff in such proceeding shall have the right to the appointment of a receiver, if available under the laws of the jurisdiction. The Association shall also have the power to bid on the Lot at foreclosure or other legal sale and to acquire, hold, lease, mortgage, convey or otherwise deal with such Lot.

(d) Remedies Cumulative. A suit to recover a money judgment for unpaid Assessments may be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may be maintained notwithstanding the pendency of any suit to recover a money judgment.

Section 12.3. Subordination and Mortgagee Protection. Notwithstanding any other provision hereof to the contrary, the lien of any Assessment levied pursuant to the Association Documents upon any Lot ( and any charges, interest on Assessments, late charges or the like) shall be subordinate to, and shall in no way affect the rights of the holder of a Mortgage made in good faith for value received; provided, however, that such subordination shall apply only to Assessments which have become due and payable prior to a sale or transfer of such Lot pursuant to foreclosure or any proceeding in lieu of foreclosure. Such sale or transfer shall not relieve the holder of Mortgage or the purchaser of the Lot at such sale from liability for any Assessments thereafter becoming due, nor from the lien of any such subsequent assessment, which lien shall have the same effect and be enforced in the same manner as provided herein. Notwithstanding any other provision of this Declaration, to the extent specifically permitted by Virginia statute in the future, the Association's lien shall prime a Mortgage to the extent of six-months worth of Assessments which would have become due (based on the budget adopted by the Association) in the absence of acceleration during the six months immediately preceding perfection of the lien.

Section 12.4. Supplemental Enforcement of the Lien. In addition to the proceedings at law or in equity for the enforcement of the lien established by the Association Documents, all of the Owners may be required by the Declarant or the Board of Directors to execute bonds conditioned upon the faithful performance and payment of the installments of the lien established thereby and may likewise be required to secure the payment of such future obligations by recording a declaration of trust in the Land Records granting unto one or more trustees appropriate powers to the end that, upon default in the performance of such bond such declaration of trust may be foreclosed by such trustees acting at the direction of the Board of

Directors. If any such bonds have been executed and such declaration of trust is recorded, then any subsequent purchaser of a Lot shall take title subject thereto and shall assume the obligations provided for therein.

ARTICLE 13

MORTGAGEES

Section 13.1. Notice to Board of Directors. Upon request, an Owner who mortgages such Owner's Lot shall notify the Board of Directors of the name and address of the holder of the Mortgage. No holder of a Mortgage shall be entitled to any Mortgagee rights under the Association Documents unless such holder of a Mortgage has notified the Board of its ad~ess-as _.., required by Section 13 .2 and has requested all rights under the Association Documents.

Section 13 .2. Notices to Mortgagees. Any holder of a Mortgage who desires notice from the Association shall notify the Secretary of the Association to that effect by certified or registered United States mail, postage prepaid. Any such notice shall contain the name and address, including post office address of such Mortgagee and the name of the person to whom or office to which notices from the Association should be directed. The Mortgagee shall be responsible for keeping such information current. The Board of Directors shall notify Mortgagees of the following:

(1) Any default by an Owner of a Lot upon which the Mortgagee has a Mortgage (i) in paying Assessments (which remains uncured for sixty consecutive days) or (ii) any other default, simultaneously with the notice sent to the defaulting Owner (failure to notify the Mortgagee shall not affect the validity of the Association's lien);

(2) In accordance with Subsection 10.2(d), any event giving rise to a claim under the Association's physical damage insurance policy arising from damage to improvements located on the Common Area;

(3) All actions taken by the Association with respect to reconstruction of the Common Area or a Lot upon which the Mortgagee has a Mortgage;

(4) Any termination, lapse or material adverse modification in an insurance policy held by the Association at least ten days in advance;

(5) Any taking in condemnation or by eminent domain of the Common Area and the actions of the Association in connection therewith;

( 6) Any proposal to terminate this Declaration or dissolve the Association, at least thirty days before any action is taken to terminate or dissolve in accordance with Articles 15 and 16; and

(7) Any proposal to amend materially the Articles of Incorporation, this Declaration or the Bylaws or to take an extraordinary action, at least ten days before any action is taken pursuant to Section 15 .4.

Section 13.3. Other Rights of Mortgagees. Upon request,.all Mortgagees or their authorized representatives shall have the right to receive notice of and to attend and speak at meetings of the Association. All Mortgagees shall have the right to examine the Association Documents, Rules and Regulations and books and records of the Association and to require the submission of existing annual financial reports and other budgetary information on the same terms as the Owners. A Majority of the Mortgagees may make a request and shall be entitled to an audited financial statement for the preceding fiscal year of the Association prepared at the Association's expense·and provided within a reasonable time. A Majority of the Mortgag~es ·- • 7 shall have the right to require the Association to hire a professional manager. Neither Mortgagees nor holders of Mortgages shall have notice or approv~ rights with respect to the actions of the Declarant or the Association except as specifically set forth in the Declaration.

ARTICLE 14

CONDEMNATION

Section 14.1. Definition. For the purposes of this Article, "Taking" means an acquisition of all or any part of the Common Area or of any interest therein or right accruing thereto as a result of in lieu of or in anticipation of the exercise of the right of condemnation or eminent domain, or a change of grade caused by the action of a governmental entity affecting the value of the Common Area or any part thereof so severely as to amount to condemnation.

Section 14.2. Taking of Common Area. If there is a Taking of all or any part of the Common Area, then the Association shall notify the members and Owners, but the Board of Directors shall act on behalf of the Association in connection therewith and no member or Owner shall have any right to participate in the proceedings incident thereto. The award made for such Taking shall be payable to the Association, to be disbursed as follows. If the Taking involves a portion of the Common Area on which improvements have been constructed, then the Association shall restore or replace such improvements so taken on another portion of the Common Area, to the extent land is available therefor, in accordance with plans approved by the Board of Directors, unless within sixty days after such Taking the Declarant (during the Declarant Control Period) or the members by a Sixty-seven Percent Vote (after the Declarant Control Period) shall otherwise agree. The provisions of Article 11 regarding the disbursement of funds following damage or destruction shall apply.

ARTICLE 15

AMENDMENT: EXTRAORDINARY ACTIONS

Section 15.1. Amendment by the Declarant. In addition to corrective amendments made pursuant to Section 15.6, during the Development Period and subject to Section 15.5, the Declarant may unilaterally without the joinder or approval of the Association or any member, Owner or Mortgagee amend any provision of this Declaration to: (1) satisfy the requirements of any government, governmental agency or holder of a Mortgage; (2) reflect the relocation of boundary lines between the Common Area and any Lots or among any Lots; provided, however, that such relocation does not materially and adversely affect any Owner without the consent of such Owner and that·such relocation is reflected in an approved resubdivision of all or any::part of-:, the Property; (3) depict the assignment of Limited Common Area as permitted by Subsection 3.9(b); (4) amend Exhibit A and Exhibit B (pursuant to Subsection 4.l(b)); (5) add all or any portion of the Additional Land in accordance with Section 4.1, and (6) withdraw Submitted Land in accordance with Section 4.4.

Section 15.2. Amendment by the Association.

(a) Member Approval. In addition to corrective amendments made pursuant to Section 15.6 and subject to Sections 15.3, 15.4 and 15.5, and to the extent permitted by law, the Association may amend this Declaration (not including a Supplementary Declaration) only with a Majority Vote of the members or with the written approval of members entitled to cast more than fifty percent of the total number of votes.

(b) Certification. An amendment by the Association shall be certified by the President as to compliance with the procedures set forth in this Article, signed and acknowledged by the President and Secretary of the Association, and recorded among the Land Records. An action to challenge the validity of an amendment may not be brought more than one year after the amendment is effective.

(

c) Supplementary Declarations. Amendment of a Supplementary Declaration is governed by the provisions for amendment contained therein and the requirements of Sections 15.3, 15.4 and 15.5. A Supplementary Declaration may not include provisions inconsistent with the Declaration except as specifically provided by the Declarant in accordance with Sections 3.1, 3.8, 4.1, 6.2, 8.4 and 9.5. Although the Declaration and Supplementary Declaration should be construed to give effect to both, in the case of conflicting provisions, the Declaration shall control.

Section 15.3. Prerequisites to Amendment. Written notice of any proposed amendment to this Declaration or any Supplementary Declaration by the Association shall be sent to every Owner and member ( or every Owner of a Lot or member governing Lots subject to such Supplementary Declaration) at least fifteen days before any action is taken. No amendment shall increase the financial obligations of an Owner in a discriminatory manner or further restrict development on existing Lots in a discriminatory manner. No amendment to the Declaration

shall diminish or impair the rights of the Declarant during the Development Period under the Declaration without the prior written consent of the Declarant. No amendment to the Declaration shall diminish or impair the express rights of the Mortgagees under the Declaration without the prior written approval of at least Fifty-one Percent of the Mortgagees. No amendment may modify this Article or the rights of any Person hereunder without obtaining the approvals required by Subsections 15.4(c), (d) and (f). Except as specifically provided in the Declaration, no provision of the Declaration shall be construed to grant to any Owner or to any other Person any priority over any rights of Mortgagees.

Section 15.4. Extraordinary Actions and Material Amendments. The provisions of this section shall not be construed to reduce the vote that must be obtained from members where a greater vote is required by the Act, the POA Act or other provisions of the Association -:r Documents nor shall it be construed to lessen the unilateral rights given to the Declarant pursuant to Articles 3, 4 and 15 to amend the Declaration or a Supplementary Declaration. To the extent this section applies to amendments to a Supplementary Declaration, the approval of the members required shall be deemed to refer only to the members owning or governing Lots or the Mortgagees holding Mortgages on Lots subject to such Supplementary Declaration.

(a) Material Amendments. A material amendment to the Association Documents includes any amendment adding, deleting or amending any provisions regarding:

(1) Assessment basis or Assessment liens;

(2) any method of imposing or determining any charges to be levied against Owners;

(3) reserves for maintenance, repair or replacement of the Common Area;

(4) maintenance obligations;

(5) allocation of rights to use the Common Area;

(6) any scheme of regulation or enforcement of standards for maintenance, architectural design or exterior appearance of improvements;

(7) reduction of insurance requirements;

(8) restoration or repair of the Common Area or Lots;

(9) the addition, annexation or withdrawal of land to or from the Property;

(b) includes:

(10) voting rights (except to reduce the Declarant's voting rights with the consent of the Declarant);

(11) restrictions affecting lease or sale of a Lot; and

(12) any provision which is for the express benefit of the Mortgagees.

Extraordinary Actions. An extraordinary action of the Association

(1) determining not to require professional management after the Declarant Control Period, if professional management has been required by the AssociatiQn • •-1 Documents, a Majority Vote of the members or a Majority Vote (or approval) of the Mortgagees;

(2) expanding the Association (i) so as to increase the overall land area of the Property described in Exhibits A and B by greater than ten percent in land area or increase the number of planned dwellings or nonresidential development by greater than ten percent or (ii) by including land which is not adjacent to or across a public right-of-way or private street from the Property;

(3) abandoning, partitioning, encumbering, mortgaging, conveying, selling or otherwise transferring or relocating the boundaries of the Common Area except for:

(i) granting easements for utilities or other purposes (including sharing use of the Recreational Facilities, if any) to serve the Property or adjacent land which are not inconsistent with and which do not interfere with the intended use of such Common Area;

(ii) dedicating or conveying a portion of the Common Area to a public authority or a governmental entity;

(iii) making conveyances or resubdivisions as part of a boundaryline adjustment or otherwise pursuant to Section 2.6;

(iv) making conveyances to a Subassociation or a separate property owners association created within the Submitted Land or Additional Land; or

(v) making conveyances to an entity formed for similar purposes pursuant to a consolidation or merger.

(4) using insurance proceeds for purposes other than repair and reconstruction of the insured improvements;

(5) making capital improvements (other than for Upkeep of existing Common Area improvements) during any period of twelve consecutive months costing in excess

of twenty percent in the aggregate of the total Annual Assessment for Common Expenses for the fiscal year; and

(6) withdrawing more than ten percent of the total land area then subject to the Declaration, except for the Declarant's withdrawal of land developed for nonresidential or multifamily residential uses pursuant to Subsection 4.4(a).

(c) Member Approval. Any material amendment or extraordinary action listed above must be approved: (i) in writing by members entitled to cast at least sixty-seven percent of the total number of votes entitled to be cast by members, including a majority of the votes entitled to be cast by members other than the Declarant, or (ii) by at least a Sixty-seven Percent Vote of the members, including a Majority Vote of members other than the Declarant, • -1 entitled to be cast at a meeting for approval of material amendments or extraordinary actions provided that: (A) at least twenty-five days notice of the meeting is provided to all members; (B) the notice of the meeting states the purpose of the meeting and contains a copy or summary of any material amendments or extraordinary actions proposed; and (C) the notice of the meeting also contains a copy of the proxy that can be cast in lieu of attendance at the meeting.

(d) Class Approval. Any material amendment which changes the rights or obligations of any specific class of members, must also be approved in writing by members entitled to cast at least fifty-one percent of the total number of votes of such class or by at least a Fifty-one Percent Vote of such class of members at a meeting held in accordance with Subsection (c) above.

(

e) Additional Material Amendments and Extraordinary Actions. The following amendments and actions must be approved in writing by members entitled to cast at least sixty-seven percent of the total number of votes in the Association, including a majority of the total number of votes entitled to be cast by members other than the Declarant, and the Declarant during the Development Period:

(1) amendment or addition of any provisions of the Association Documents regarding rights of first refusal or similar restrictions on the right of Owners to sell, transfer or otherwise convey a unit;

(2) termination of the Declaration or of the planned unit development;

(3) dissolving, merging or consolidating the Association, except pursuant to a merger or consolidation with another nonprofit entity formed for purposes similar to the purposes for which the Association was formed;

(4) conveying all the Common Area, except to an entity formed for similar purposes pursuant to a consolidation or a merger; or

(5) withdrawing more than twenty-five percent (25%) of the land subjected by the Declarant to the Declaration, except for the Declarant's withdrawal ofland to be developed for nonresidential or multifamily residential uses pursuant to Subsection 4.4(a).

(f) Mortgagee Approvals. Any material amendment or extraordinary action listed in subparagraphs (a), (b) and (e) except item (b)(5) above must also be approved by Fiftyone Percent of the Mortgagees. If a Mortgagee is notified of proposed amendments or actions of the Association in writing by certified or registered United States mail, return receipt requested (or any other method of delivery for which receipt may be reasonably verified), and such Mortgagee does not deliver a negative response within thirty days, such Mortgagee shall be deemed for the purposes of this Declaration to have approved such amendment or action. Approval by a Mortgagee also includes the issuance of any written waiver or letter stating nno • •-1 objection."

(g) Non-material Amendments. Any amendment to the Association Documents shall not be considered material if made only for the purposes of correcting technical errors or for clarification. Any amendment to the Association Documents adding provisions to or interpreting the application of provisions of the Declaration, contained in·a Supplementary Declaration and applied to a specific portion of the Property, shall not be considered a material amendment.

(h) VA or FHA Consent. When a VA guarantee is in effect on a Mortgage, without the consent of VA, or when FHA insurance is in effect on a Mortgage, without the _ consent of FHA: (i) the Declarant may not amend the description of Additional Land except as provided in Section 4.1; and (ii) during the Declarant Control Period, the Association may not take any action described in Subsections 15.4(a), (b) or (e). The foregoing shall only apply for so long as a Lot within the Property is encumbered by a loan guaranteed by VA or insured by FHA. In addition, during the Declarant Control Period, VA and FHA must be informed of all amendments to the Association Documents if such documents have been previously approved by such agency. This provision may be enforced only by FHA or VA.

Section 15.5. County Approval. A number of provisions are contained within this Declaration to comply with the Proffers or conditions of subdivision approval applicable to the Property or the Additional Land. Therefore, notwithstanding any other provision of this Declaration, no amendment or Supplementary Declaration or amendment thereto, including any Supplementary Declaration or amendment withdrawing land as provided in Section 4.4 or otherwise, shall impair the right and authority of the County to require compliance with the Proffers and subdivision approval conditions applicable to the Property without the prior written approval of the County. Further, the Association shall not be dissolved, except pursuant to a consolidation or merger with an entity formed for similar purposes, or the Declaration terminated without the prior written approval of the County. ·

Section 15.6. Corrective Amendments. The Declarant may unilaterally sign and record a corrective amendment or supplement to the Declaration to correct a mathematical mistake, an inconsistency or a scrivener's error, or clarify an ambiguity in the Declaration with respect to an

objectively verifiable fact (including without limitation recalculating the liability for Assessments or the number of votes in the Association appertaining to a Lot), within five years after the recordation of the Declaration containing or creating such mistake, inconsistency, error or ambiguity. Regardless of the date of recordation of the Declaration, the president of the Association may also unilaterally sign and record such a corrective amendment or supplement upon a vote of two-thirds of the members of the Board of Directors.

ARTICLE 16

TERMINATION

Section 16. l.· Duration: Termination by the Association. The covenants and restrictions. -J of this Declaration shall run with the land and bind the Property and be in full force and effect in perpetuity except as amended as provided above or unless terminated as hereinafter provided. Subject to Sections 15.4 and 15.5, the Association may terminate this Declaration only by a vote of the members entitled to cast at least eighty percent of the total number of votes as certified by the President or with the written approval of members entitled to cast at least eighty percent of the total number of votes. In either case, the termination shall not be effective until certified by the President as to compliance with the procedures set forth in this Article, signed and acknowledged by the President and Secretary of the Association and recorded among the Land Records.

Section 16.2. Prerequisites. Written notice of the proposed termination shall be sent to every member, Owner and Mortgagee at least thirty days before any action is taken. The Declaration may not be terminated during the Declarant Control Period without the prior written consent of the Declarant. Such termination shall not affect any permanent easements or other permanent rights or interests relating to the Property created by or pursuant to the Association Documents. To the extent necessary, the termination agreement shall provide for the transfer or assignment of the easements, rights or interests granted to the Association herein to a successor entity which is assuming the Association's Upkeep and regulatory responsibilities. Any lien which has arisen pursuant to the provisions of the Declaration shall remain in full force and effect despite termination of the Declaration until the amounts secured thereby are paid in full.

Section 16.3. Conveyance of Common Area Upon Dissolution. Upon the dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be granted, conveyed and assigned to another nonprofit corporation, association, trust or other organization or government agency devoted to purposes similar to those for which the Association was created or offered for dedication to the County: provided, however, that if a site plan is approved for the Property, or any portion thereof containing Common Area, which changes the design, layout or use of the Property in such a manner that the Common Area is no longer necessary to the new design, layout or use, then such Common Area and other associated assets of the Association may be distributed as agreed upon by the members in accordance with the requirements of Section 15.4.

ARTICLE 17

PARTY WALLS AND FENCES

Section 17 .1. Applicable Law: Easement. All matters arising in connection with any wall which would constitute a party wall at common law shall, to the extent consistent with the provisions of this Article, be subject to the common law of the jurisdiction in which the Property is located, as modified by statute from time to time and as modified by this Article. If the centerline of a party wall now or hereafter fails to coincide with the boundary between the Lots it serves, an easement for any resulting encroachment is hereby granted. If a party wall serv~s - - -J three or more Lots, each segment of it serving two Lots shall be treated for the purposes of this Article as a separate party wall.

Section 17.2. Upkeep. The Owners of Lots served by a party wall shall provide for the Upkeep of party walls and shall share equally the cost of its Upkeep except as otherwise provided in this Article. No Owner shall impair the structural integrity of any party wall nor diminish the fire protection afforded by any party wall.

Section 17.3. Destruction by Fire or Other Casualty. If a party wall is destroyed or damaged by fire or other casualty, the following procedures shall be followed in order to restore such party wall.

(1)

Either Owner served by the party wall shall notify the other Owner served by the party wall of any proposal to repair the wall. If within ten days after such notice (or in an emergency, within twenty-four hours after such notice or a bona fide attempt to give such notice) the other Owner has not responded to the notice, then the Owner giving notice may proceed with the repairs. Such repairs must be substantially similar to the original construction and installation and of first class quality, but may be made with contemporary materials.

(2) If the other Owner served by the party wall responds to the notice, the Owners shall act together to repair the party wall. If the Owners are unable to agree upon the action to be taken, they shall submit the issue to arbitration in accordance with Article 20_

(3) If any Owner restores a party wall in accordance with this section, then the other Owner shall contribute one-half of the cost thereof. An Owner may, however, demand a larger contribution from the other Owner or refuse to contribute one-half of such costs, under any rule of law or equity regarding liability for negligent or willful acts or omissions.

(4) To the extent that any failure to repair a party wall affects the use and enjoyment of the Common Area, the Association may participate in the repair of the party wall and, in an emergency situation threatening life or property, may make such repair without notice to the Owners. The Association may assess the cost of such repair against the Owners

responsible for the damage or benefiting from the repair pursuant to Subsections 6.2(c) and 12.l(a).

Section 17.4. Liability. Any Owner who by a negligent or willful act or omission causes or permits a party wall to be damaged shall pay the cost of restoring such party wall to its condition prior to such damage.

Section 17.5. Disputes. Any dispute between Owners concerning a party wall shall be resolved in accordance with the procedures set forth in Article 20.

Section 17.6. Shared Fences and Other Shared Barriers. The provisions of this Article pertaining to party walls shall also govern any shared fence, other shared barrier or shared_: - - -J improvement originally installed by the Declarant or a Builder (except for fences or barriers installed in connection with construction activities) and to any replacement thereof authorized by the Board of Directors or the Covenants Committee. Otherwise, the Upkeep of any fence, other barrier or improvement shall be the responsibility of the Owner installing such fence, barrier or improvement unless different arrangements are agreed to by the adjoining Owners.

Section 17.7. Right to Contribution Runs With Land. Rights and duties of contribution set forth in this Article and any such rights and duties arising under the laws of the jurisdiction in which the Property is located shall run with the land and bind successors in interest. This Article shall not prejudice any right of a successor in interest to recover any amount from a predecessor in title for which such predecessor was liable. Any rights of contribution set forth in this Article shall constitute a lien in favor of any Owner entitled to contribution against any Owner obligated to pay such contribution. Until fully paid and satisfied, the lien shall apply to and encumber all of the Lots that were owned, as of the date when payment was due, by the Owner from whom payment was due, and shall also apply to and encumber any and all Lots thereafter acquired by that Owner from the time such Owner becomes the Owner thereof. The lien created by this section shall be prior to all liens and encumbrances except Mortgages, real estate taxes and other charges levied by governmental authority made superior by law and the Association's lien established pursuant to Section 12.2.

Section 17.8.

Maintenance Easement.

The Declarant hereby reserves an easement to itself, its successors and assigns, and also grants to the Association, the adjacent Owner and their agents, employees or designees for access to the roof area of improvements built or to be built upon the Lots which share a common wall with the improvements on the adjacent Lot or Common Area for the purpose of inspection and Upkeep of such roof areas and which easement shall permit any Person exercising its rights under this section access at reasonable hours for such purposes. This easement is for the purpose of mutual protection of adjacent Owners from damage or possible damage to an improvement resulting from roof leakage from or into an adjacent improvement. If an Owner (including the Declarant) of any Lot must, in order to make repairs or improvements to a building on such Owner's Lot, enter or cross any area owned or to be owned by the Association, or a Lot of another Owner, such Owner is hereby granted an easement to do so, providing that the Owner shall use the most direct, feasible route in entering and crossing over such an area and shall restore the surface so entered or crossed to its original

condition, at the expense of the Owner, and further provided that such easement shall not exist on theiand of any other Owner if the purpose for the entrance or crossing is one requiring approval of either the Board of Directors or the Covenants Committee of the Association, unless such approval has been given.

ARTICLE 18

COMMON DRIVEWAYS

Section 18.1. Definitions.

(a) - "Common Driveways" shall be the areas within the ingress and egr_t~$s - - -J easements or common driveway easements (also known as pipestems) serving specific Lots as shown on the plats of the Property attached to the deeds of dedication, subdivision, and easement for the Lots.

(b) "Affected Lots" shall be the Lots that use the Common Driveways for access to the dwellings constructed on such Lots. Lots which are subject to the ingress and egress easements but which do not use the Common Driveways for access to the dwelling constructed on such Lot are not Affected Lots and are not subject to the maintenance provisions of Section 18.4 of this Article, unless the Owners of such Lots, or their respective households, guests, tenants or agents make regular use of the Common Driveway.

Section 18.2. Restrictions.

(a) Use. Common Driveways shall be used exclusively for the purpose of ingress and egress to the Affected Lots and for the construction and maintenance of utilities for the Lots subject to the Easements.

(b) Restrictions. No act shall be performed by any Owner, member of such Owners' household or their tenants, guests or agents which would in any manner affect or jeopardize the free and continuous use and enjoyment of any other Owner of an Affected Lot in and to the Common Driveway.

(c) Parking. There shall be no parking within Common Driveways at any time except for delivery and/or emergency vehicles, unless the Board of Directors by resolution determines otherwise upon petition of an Owner of an Affected Lot.

(d) Disputes. Any dispute between Owners concerning a Common Driveway shall be resolved in accordance with the procedures set forth in Article 20.

Section 18.3.

Maintenance, Damage or Destruction.

(a) Costs. In the event that any Common Driveway requires Upkeep or is damaged or destroyed (including, without limitation, deterioration from ordinary wear and tear and lapse of time, preventative maintenance or snow and ice removal):

(1) through the act or omission of an Owner or member of such Owner's household or company, or any of such Owner's tenants, guests, customers, employees, agents or invitees (whether or not such act or omission is negligent or otherwise culpable), it shall be the obligation of such Owner to bear the cost of maintaining, rebuilding or repairi_µg the --J Common Driveway without cost to the other Owners of Affected Lots served by that Common Driveway, and the Association shall perform such Upkeep and assess the Lot owned by such Owner as an Individual Assessment pursuant to Subsection 6.2(c);

(2) other than by the act or omission of an Owner for which such Owner is responsible, the Association shall provide all Upkeep for the Common Driveways and the Owners of Affected Lots served by Common Driveways shall pay a separate charge for such Upkeep as a Limited Common Expense, pursuant to Subsection 6.2 (a)(2).

(b) Easement for Upkeep. The Association or any Owner performing Upkeep for or snow or ice removal from the Common Driveway, shall have the right to use adjoining land where necessary; provided, however, that this right to use adjoining land shall be exercised only during periods of actual construction or maintenance, and further, that this right shall not be construed to allow the erection of any building or structure of a permanent nature on such adjoining land. The Association shall also have the right to trim, cut and remove trees, shrubbery, fences, structures or other obstructions or facilities in or near the easement deemed by it to interfere with the proper and efficient construction, operation and maintenance of said Common Driveway; provided, however, that the Association shall restore, as nearly as possible, to its original condition all land adjoining the Common Driveway disturbed in any manner by the Upkeep of such the Common Driveway. Such restoration shall include the backfilling of trenches, the replacement of fences and shrubbery, the reseeding or resodding of lawns or pasture areas, and the replacement of structures and other facilities located on the land adjacent to the Common Driveway.

ARTICLE 19

COVENANTS FOR GOLF COURSE AND CLUB

If there are one or more Golf Clubs or Golf Courses constructed within or adjacent to the Property, this Article shall be applicable to each such Golf Club or Golf Course individually.

Section 19 .1. Owners' Covenants. No Owner shall use or enter upon the Golf Club Recreational Facilities or the Club Recreational Facilities, Golf Course or trails designated for golf use ("Cart Paths") without the prior written consent of the Golf Course Owner and/or Club Owner or pursuant to written agreements entered into by the Golf Course Owner and/or Club Owner. All Owners shall check-in before use of the Club Recreational Facilities, Golf Course or Cart Paths as required by the Golf Course Owner and/or Club Owner. No Owner shall use any lakes or ponds located on the Golf Course for any purpose, including without limitation, swimming, boating, fishing or ice skating without the permission of the Golf Course Owner. No Owners shall remove any historical artifacts from the Golf Course. The Owners covenant to comply with the provisions of this Article.

Section 19.2: Disclosures.

(a) Creation. A portion of the Property or land adjacent to the Property may be designed to be operated as a golf course and/or private club. In addition, a portion of certain Lots or Common Area may be subject to an easement or lease for the operation of a golf course. The Golf Course and/or Club are planned to be developed as private commercial activities, which may or may not be: (i) operated by an affiliate of the Declarant; (ii) located within the Property; (iii) subjected to the Declaration; (iv) sold to the Association; or (v) operated as a golf course or club. The Association may, however, acquire the Golf Course at a later time, in which case the Association may operate the Golf Course as part of the Common Area or as a separate commercial entity.

(b) Use. Ownership of a Lot or membership in the Association confers no rights or membership in the Golf Course or the Club to the Owners. Access to and use of the Golf Course or other facilities located on the Golf Course or Club Recreational Facilities is strictly subject to the provisions of separate membership plans. Rights to use the Golf Course or Club Recreational Facilities will be granted only to such Persons on such terms and conditions as may be determined by the Golf Course Owner and/or Club Owner from time to time. The Golf Course Owner and/or the Club Owner shall have the right from time to time in their sole and absolute discretion and without notice to amend, waive or terminate the terms and conditions for use of the Golf Course and membership in the Club, subject only to the provisions of any separate written agreements entered into by the Golf Course Owner and/or Club Owner.

(c) Representations. No representations or warranties, either written or oral, have been made or are made by or on behalf of the Declarant, with respect to construction of the Golf Course or Club, the nature or size of the improvements on the Golf Course or Club or the continuing use or ownership of the Golf Course or the Club. The ownership and/or operation of the Golf Course or Club may change or cease at any time or from time to time. If the Golf Course ceases to operate, the land previously used for the Golf Course may be maintained as open space or used for any other purpose permissible under applicable zoning or other ordinances.

(d) Wildlife Control. The Golf Course Owner may take such measures as it in its sole discretion deems to be desirable to control wildlife on or entering upon the Golf Course, subject only to the limitations imposed by state and local laws and ordinances.

( e) Irrigation. The irrigation system on the Golf Course, as well as other portions of the Property, may be designed to use treated effluents and/or disseminate fertilizers and pesticides. Such effluents and chemical compounds may be sprayed into the air.

(f) Pesticides and Fertilizers. The Golf Course Owner may use pesticides and fertilizers on the Golf Course subject only to the limitations imposed by state and local law and the Proffers applicable to the Golf Course.

(g) Shared Use Agreements. The Board of Directors may determine to enter into shared maintenance or shared use agreements with respect to Common Area, Common Area improvements or items which otherwise benefit both the Golf Course and the Association.

19.3. Easements.

(a) Errant Golf Balls. Each Owner acknowledges that the Lots may be located within the vicinity of a golf course and assumes the risk of possible personal injury and property damage which may be caused by errant golf balls that may enter onto or pass through the Lots from time to time. The Association and each Owner of any Lot by acceptance of delivery of a deed to the respective Lot, on behalf of themselves and their respective tenants, employees, licensees, occupants, mortgagees, invitees and guests, and successors and assigns, assumes respectively all risks associated with errant golf balls and agrees and covenants for themselves and their respective tenants, employees, licensees, occupants, mortgagees, invitees and guests, and successors and assigns not to make any claim or institute any actions against the Golf Course Owner, the Association, the Declarant or any architect of the Golf Course, or the officers, directors, members, employees, partners, agents or affiliates of any of them, or their respective successors in interest and assigns, arising or resulting from any errant golf balls or any damage to property or injury to person that may be caused thereby: provided, however, that nothing herein shall constitute a release of any rights to seek recourse against any trespasser on the Golf Course or the Lots or against the Golf Course Owner or any other Person for acts of willful misconduct or gross negligence by such Person. This release benefits the current Golf Course Owner as well as any successor Golf Course Owner. Further, the Golf Course Owner and Golflnvitees may at reasonable times and in a reasonable and courteous manner come onto the grounds of the Common Area or fifteen feet onto the grounds of any Lot to retrieve errant golf balls; provided, however, that the Golf Course Owner or a Golf Invitee may not go beyond fifteen feet onto a Lot without the Owner's prior permission.

(b) Construction and Upkeep Easements. The Association and each Owner

hereby grants to the Golf Course Owner, a perpetual non-exclusive easement to enter upon a strip of the Common Area or such Owner's Lot which may be adjacent to the Golf Course ten feet in width measured from the boundary of the Golf Course for the construction and Upkeep of the improvements located on the Golf Course; provided, however, that this easement shall be

effective only with respect to the areas of the Common Area or Lot covered solely by dirt or grass or to improvements that are within the easement area in violation of the Declaration or applicable local ordinances. Nothing herein shall prohibit or otherwise limit an Owner's rights, subject to the other provisions of this Declaration or other applicable easement agreements, to construct, install, operate, inspect, maintain, repair or replace any improvements located on such Owner's Lot. To the extent there are improvements constructed by the Owner in compliance with this Declaration and local ordinances within the easement area, this easement shall not be applicable to the area upon which such improvements are located for so long as such improvements exist. The Golf Course Owner shall promptly repair or restore any damage to the Lot caused by the use and enjoyment of the easement rights granted pursuant to this paragraph.

(

c) •• Disclaimer of Scenic Easements. Each Owner, on behalf of itself ap:d its ·-j tenants, employees, licensees, occupants, mortgagees, invitees and guests, and successors and assigns, hereby disclaims any rights at common law or otherwise to object to landscaping of the Golf Course, including without limitation, the installation or removal of any tree, shrubbery or vegetation on the Golf Course, or to claim any scenic, sight, view or other similar easement over and across the Golf Course. The Golf Course Owner may regrade, landscape or place improvements on the Golf Course which may partially or totally block the view from any Lot to or across the Golf Course.

(d) Ingress and Egress. The Declarant hereby grants to the Golf Course Owner, its agents, successors and assigns, and Golflnvitees a perpetual, nonexclusive easement over and across the Property for the use of the Private Streets and Roadways without any charge therefor. The Golf Course Owner and Golflnvitees shall be limited to the most direct route of access to Golf Course and the Golf Course Owner shall use its best reasonable efforts to limit travel through the Property by Golf Invitees to the most direct route. Golf Invitees shall not be permitted to park within the Property except in parking areas on the Lot containing the Golf Course or as permitted by the Board of Directors on Common Area and the Golf Course Owner shall use its best reasonable efforts to discourage parking by Golflnvitees on any portions of the Property other than the Lot or Lots containing the Golf Course, unless such parking on Common Area has been specifically approved by the Board of Directors.

(e) Overspray. The Declarant hereby grants an easement on any Lot subject to overspray from the Golf Course irrigation system to the Golf Course Owner. Neither the Association nor the Golf Course Owner shall be held liable for any damage or injury resulting from such overspray.

(f) Other Golf Course Easements. The Declarant reserves for itself and its successors and assigns during the Development Period, the right to grant additional easements across the Common Area for golf cart paths or other purposes to benefit the Golf Course and the right to impose additional restrictions on the Common Area from time to time as may be reasonably required to facilitate the use of the Golf Course. The Declarant may also grant easements for utilities to benefit the Golf Course across the Common Area and Lots pursuant to Subsection 3.l(a).

Section 19.4. Restrictions.on Use of Lots to Benefit the Golf Course.

(a) Disturbance. Although Owners shall have the right of quiet enjoyment to their Lot, there shall be no activity on any Lot or other portion of the Property which is contiguous to the Golf Course or within a distance of twenty-five feet from any boundary of the Golf Course that unreasonably disturbs play, or the enjoyment of the Golf Course, including without limitation undue noise, unsightly trash and debris or any other noxious or offensive activity. Typical noises and activities associated with normal construction activities or residential uses on Lots or other portions of the Property shall, however, be permitted.

(b) Signage. No signs will be allowed on the Golf Course side of any Lot contiguous to the Golf Course other than emergency or warning signs established by the ·-1 Declarant or the Association, or marketing signs installed by the Declarant.

(c) Pets. Pets shall be kept off the Golf Course and Cart Paths at all times.

(d) Fencing. Fences shall not be erected on any Lot within fifteen feet of the Golf Course and adjacent or parallel to the Golf Course without the prior written approval of the Declarant during the Development Period or the Board of Directors thereafter.

Section 19.5 Enforceability. Each Owner shall be governed by and shall comply with the terms of this Article. A Person shall be deemed to be in default of the provisions of this Article if such Person fails or refuses to comply with the terms and conditions set forth herein and such default continues thirty days after written notice thereof The Association, the Declarant or the Golf Course Owner may: (i) seek to enforce the specific performance of the provisions, conditions and the covenants in this Article or injunctive relief, as applicable; or (ii) demand payment of all amounts due pursuant to this Article or repayment of all costs, expenses and reasonable attorneys fees arising due to the default. The failure of any Person to enforce any provision, condition or covenant contained in this Article shall not constitute a waiver of the right to enforce such provision, condition or covenant. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of one or more shall not be deemed to constitute an election of remedies. The right and obligation to enforce the provisions of this Article and those portions of the other covenants, conditions and restrictions of this Declaration that are directed to the protection of and enjoyment of the Golf Course are the sole responsibility of the Golf Course Owner, its successors and assigns; provided, however, that the Board of Directors or the Declarant shall also have the right, but not the obligation, to enforce such provisions. This Article shall not be amended or deleted without the prior written approval of the Golf Course Owner and/or Club Owner.

Section 19.6. Extension of Covenants to Adjacent Land. The covenants made by the Owners in this Article extend to any golf course developed on the Additional Land, whether or not such land is submitted to this Declaration.

ARTICLE20

ALTERNATIVE DISPUTE RESOLUTION

The purpose of the Declaration is to establish a harmonious community. Because the prompt, efficient, fair, inexpensive and non-belligerent resolution of any disputes is desirable, any controversy arising out of or relating to this Declaration, or a breach thereof, or any other dispute between or among ~e Declarant, the Golf Course Owner, the Association or any member or Owner shall be resolved as set forth in this Article. Notwithstanding the foregoing or any other provision of the Declaration, with respect to Assessment liens, late charges, suspension of voting rights or suspension of rights to use the Common Area for failure to pay Assessments as provided for in Article 12, the Association may file Assessment liens, levy late charges, sgspend -1 voting rights or suspend the right to use the Common Area for failure to pay Assessments or may seek judicial relief for failure to pay Assessments without the requirement to submit to the dispute resolution provisions set forth in this Article.

b

Section 20.1. Direct Communication. The parties to the disagreement shall set forth their respective positions in the dispute in correspondence. Each party shall respond within seven days after receipt of a letter from the other until agreement is reached.

Section 20.2. Mediation. If the dispute cannot be resolved through direct communication of the parties, either party may request appointment of a neutral and properly credentialed mediator. If the parties cannot agree upon a mediator, then the president of the local chapter of the Community Associations Institute (or any successor or similar organization) shall be requested to appoint the mediator. Both parties shall participate in the mediation in good faith until the dispute is resolved for a period not to exceed thirty days with the consent of all parties. The cost of the mediation shall be divided equally among the parties.

Section 20.3. Arbitration.

(a) Method. If the dispute cannot be resolved through mediation, either party may request appointment of one or more neutral arbitrators. The initiating party shall give written notice of its decision to arbitrate by providing a specific statement setting forth the nature of the dispute, the amount involved and the remedy sought. The initiating party shall be responsible for all filing requirements and payment of any fees. If the parties cannot agree on a single arbitrator, then each party shall appoint one arbitrator and the two appointed arbitrators shall select the third arbitrator. Each arbitrator shall be properly credentialed with expert knowledge and practical experience regarding the subject in dispute. The parties shall have an equal and fair opportunity to present their respective positions to the arbitrators, orally or in writing, as the arbitrators may specify depending on the nature of the dispute. The arbitrators may require such testimony, materials and documentation as they may determine to be appropriate. The arbitrators shall provide a written resolution within thirty days after the conclusion of the presentations of the parties and receipt of requested materials and documents.

(b) Costs. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, all of the costs and expenses including any attorney's fees, arbitrator's fees and out-of-pocket expenses of any kind. The term "prevailing party" shall mean the party whose position is most nearly upheld in arbitration. (For example, the prevailing party would be the party who is required to pay $1,000.00 in the arbitration proceeding where such party had, prior to the commencement of the arbitration, offered $500.00 by way of settlement and the opposing party, refusing such offer, had claimed entitlement to $10,000.00.)

(c) Binding Nature; Applicable Law. The consideration of the parties to be bound by arbitration is not only the waiver of access to determination by a court and/or jury, but also the waiver of any rights to appeal the arbitration finding other than the reasons set forth in Sections 8.01-581.010 and 8.01-581.011 of the Code of Virginia (1950), as amended; -A . .1 judgment upon an award rendered by the arbitrator may be entered in any court havingjurisdiction. Unless otherwise provided in this Article, the terms of Sections 8.01-577 and 8.01581.01 et seq. of the Code of Virginia (1950), as amended, shall apply to the proceedings under this subsection.

Section 20.4. Location. The alternative dispute resolution proceeding shall be held in Loudoun County, Virginia unless otherwise mutually agreed by the parties.

Section 20.5. Sole Remedy; Waiver of Judicial Rights. The Declarant, the Association, the Golf Course Owner and each member and Owner expressly consent to the procedures established in this Article as their sole and exclusive remedy, and expressly waive any right they may have to seek resolution of any dispute contemplated by this Article in any court oflaw or equity, and any right to trial by judge or jury; provided, however, that any party may pursue judicial adjudication of a decision of the Board of Directors: (i) suspending a party's right to use a portion of the Common Area pursuant to Subsection 12.l(g);(ii) imposing a charge pursuant to Subsection 12.1 (h); or (iii) a judicial grant of injunctive relief sustained to Subsection 12.l(f). The provisions of this Article shall not reduce or delay the Association's rights to levy a late charge, collect interest or file and pursue a lien as provided in Articles 5, 6 and 12 with respect to any Assessment or other charges due from an Owner hereunder. The provisions of the Article shall not prohibit the Association from suspending an Owner's right to vote for failure to pay Assessments or from suspending an Owner's right to use the Common Area for failure to pay Assessment, as permitted by Article 12. If a dispute involves the Declarant, the Golf Course Owner or the Association, no Person shall file a memorandum of lis pendens or similar instrument that would encumber or create a lien upon the land owned either by the Declarant, the Golf Course Owner or the Association.

Section 20.6 Disputes Requiring Emergency Relief. If a dispute requires immediate, emergency relief such as would be available through judicial injunctive relief, then either party to the dispute may seek such relief as a temporary resolution pending the opportunity to conduct other procedures under this Article.

IN WITNESS WHEREOF, the undersigned have caused this Declaration to be signed pursuant to due and proper authority as of the date first set forth above.

BRAMBLETON GROUP L.L.C., a Michigan·limited liability company

By: TRIDENT-BRAMBLETON L.L.C.

Its Member

By: TRIDENT-PROPERTIES, INC. Its Member

By: [SEAL]

Authorized Officer

~~1.\!Wer~i~ed,AaJ~otrux P\lbl}c i:q and for the jurisdiction aforesaid, do hereby certify that ___:~,- U~- t'J\Wlal.rutl of TRIDENT PROPERTIES, INC, member of TRIDENT-BRAMBLETON L.L.C., member ofBRAMBLETON GROUP, L.L.C., whose name is signed to the foregoing instrument, has acknowledged the same before me in the aforesaid jurisdiction on behalf of the company.

GIVEN W1der my hand and seal on \ 0 , 20 0 I . E-~-- -

<\lr'vbi.-:(-'.L:( LSTUBBS· OT.i\R:.YPU,~~!~;.}A_~,~O~MICHIGAN Nota Public hh ¥fa:; CviiNlY My commis::::91' "Mf 262 Q

[SEAL]

BRAMBLETON COMMUNITY ASSOCIATION

By:____,,l_u_;"--_---_l<_-_~__ [SEAL]

Name:_~_·, \'~'"="9J:n=--a...a ~=---=-~'--=~-----

Title:__~_,,____.,•<s,s.=·=\~.......,.....__,_~...,__________

I, the undersigned, a Notary Public in and for the jurisdiction aforesaid, do hereby certify that 'v-;;)'~... 'i<,. ·~""', President of BRAMBLETON COMMUNITY ASSOCIATION, whose name is signed to the foregoing instrument, has acknowledged the same before me in the aforesaid jurisdiction as a duly authorized officer of the corporation.

GIVEN under my hand and seal on ~\- c,.. , 20~. (S

Not~Public

My Commission Expires January 31, 004 My comm1ss1on expires: _________

EXHIBIT A

Description of Submitted Land

SEE ATTACHED

Exhibit A to the Declaration for Brambleton Submitted Land

DESCRIPTION OF PART OF THE PROPERTY OF BRAMBLETON GROUP L.L.C. (BRAMBLETON LAND BAY 2 PHASE 1 SECTION 1)

MERCER ELECTION DISTRICT LOUDOUN COUNTY, VIRGINIA

Being portions of Loudoun County Tax Map 92 Parcels 25 and 25A acquired by Brambleton Group L.L.C. by deed recorded in Book 1661 at Page 1079 among the land records of Loudoun County, Virginia, being more particularly described as follows:

Beginning at a point on the southerly right-of-way line of Ryan Road (Route 772), said point being a common property corner with Loudoun County Tax Map 92 Parcel 23 (Verlin W. Smith, Trustee, Et Al), thence departing said right-of-way -line the following courses;

THENCE S04°59'06"E for a distance of 1910.41' to a point,

THENCE N85°56'36"W for a distance of 536.73' to a point,

THENCE N78°41'42"W for a distance of 14.99' to a point,

THENCE along a curve to the left having a radius of 799.00'feet and an arc length of 405.83', being subtended by a chord of N01°44'40"W for a distance of 401.48' to a point,

THENCE along a curve to the right having a radius of 35.00'feet and an arc length of 51.62',,being subtended by a chord of N25°57'30"E for a distance of 47.07' to a point,

THENCE N68°12'44"E for a distance of 5.35' to a point,

THENCE N21°47'16"W for a distance of 50.00' to a point,

THENCE S68°12'44"W for a distance of 2.49' to a point,

THENCE along a curve to the right having a radius of 35.00' and an arc length of 53.29', being subtended by a chord of N68°10'06"W for a distance of 48.29' to a point,

THENCE along a curve to the left having a radius of 799.00' and an arc length of 116.26', being subtended by a chord of N28°43'02"W for a distance of 116.16' to a point,

THENCE along a curve to the right having a radius of 626.00' and an arc length of 429.22', being subtended by a chord of Nl3°14'35"W for a distance of 420.86' to a point,

THENCE along a curve to the left having a radius of 1024.00' and an arc length of 213.52', being subtended by a chord of N00°25'34"E for a distance of 213.13' to a point,

THENCE along a curve to the right having a radius of 35.00' and an arc length of 55.42', being subtended by a chorrl of N39°48'56"E for a distance of 49.81' to a point,

THENCE N85°10'43"E for a distance of 0.80' to a point,

THENCE N04°49'17"W for a distance of 50.00' to a point,

THENCE S85°10'43"W for a distance of 9.37' to a point,

THENCE along a curve to the right having a radius of 35.00' and an arc length of 50.16', being subtended by a chord of N53°45'50"W for a distance of 45.98' to a point,

THENCE Nl2°42'23"W for a distance of 120.12' to a point,

THENCE Nl4°20'27"W for a distance of 133.67' to a point,

THENCE along a curve to the right having a radius of 659.00' and an arc length of 114.17', being subtended by a chord of N10°16'51"W for a distance of 114.03' to a point,

THENCE N05°19'03"W for a distance of 61.81' to a point,

THENCE along a curve to the right having a radius of 25.00' and an arc length of 13.53', being subtended by a chord of Nl0°11'17"E for a distance of

Exhibit A to the Declaration for Brambleton Submitted Land

13.37' to a point,

THENCE N84°19'38"E for a distance of 2.44' to a point,

THENCE along a curve to the right having a radius of 35.00' and an arc length of 42.91', being subtended by a chord of S60°33'06"E for a distance of 40.27' to a point,

THENCE N84°33'48"E for a distance of 52.11' to a point,

THENCE along a curve to the right having a radius of 35.00' and an arc length of 55.36', being subtended by a chord of N39°00'49"E for a distance of 49.77' to a point,

THENCE N84°19'38"E for a distance of 570.32' to the POINT OF BEGINNING.

Together with and subject to covenants, easements, and restrictions of record.

Said property contains 26.0983 acres more or less.

DESCRIPTION OF PART OF THE PROPERTY OF BRAMBLETON GROUP L.L.C.

(BRAMBLETON LAND BAY 2 PHASE 1 SECTION 2)

MERCER ELECTION DISTRICT LOUDOUN COUNTY, VIRGINIA Exhibit A

the Declaration for Brambleton Submitted Land

Being a portion of Loudoun County Tax Map 92 Parcel 25 and the remaining residue of Parcels 25A and 25B acquired by Brarnbleton Group L.L.C. by deed recorded in Book 1661 at Page 1079 among the land records of Loudoun County, Virginia, being more particularly described as follows:

Beginning at a point on the southerly right-of-way line, said point being N84°19'38"E at a distance of 124.62' from the easterly most entrance point of Belmont Road {Rte 659), thence along said right-of-way line the following courses;

THENCE N84°19'38uE for a distance of 223.04' to a point, ·~

THENCE S88°45'07uE for a distance of 99.59' to a point,

THENCE N84°19'38"E for a distance of 269.83' to a point, thence departing said right-of-way line the following courses;

THENCE along a curve to the right having a radius of 25.00' and an arc lerigth of 39.42', being subtended by a chord of S50°29'42°E for a distance of 35.46' to a point,

THENCE S05°19'03"E for a distance of 49.06' to a point,

THENCE along a curve to the left having a radius of 732.00' and an arc length of 209.95', being subtended by a chord of Sl3°32'03"E for a distance of 209.23' to a point,

THENCE along a curve to the right having a radius of 968.00' and an arc length of 49.76', being subtended by a chord of S20°16'4l"E for a distance of 49.75' to a point,

THENCE Sl8°48'20"E for a distance of 109.07' to a point,

THENCE along a curve to the right having a radius of 296.00' and an arc length of 46.01', being subtended by a chord of Sl4°21'08"E for a distance of 45.97' to a point,

THENCE along a curve to the right having a radius of 976.00' and an arc length of 277.64', being subtended by a chord of S01°44'59"E for a distance of 276.70' to a point,

THENCE along a curve to the left having a radius of 674.00' and an arc length of 195.56', being subtended by a chord of S01°54'45"E for a distance of 194.87' to a point,

THENCE along a cJrve to the right having a radius of 35.00' and an arc length of 58.70', being subtended by a chord of S37°49'29°W for a distance of 52.06' to a point,

THENCE S85°52'26"W for a distance of 111.49' to a point,

THENCE along a curve to the right having a radius of 25.00' and an arc length of 39.27', being subtended by a chord of N49°07'34"W for a distance of 35.36' to a point,

THENCE N04°07'34"W for a distance of 30.00' to a point,

THENCE S85°52'26"W for a distance of 50.00' to a point,

THENCE S04°07'34"E for a distance of 30.00' to a point,

THENCE along a curve to the right having a radius of 25.00' and an arc length of 39.27', being subtended by a chord of S40°52'26"W for a distance of 35.36' to a point,

THENCE S85°52'26"W for a distance of 192.00' to a point,

THENCE along a curve to the right having a radius of 25.00' and an arc length of 39.27', being subtended by a chord of N49°07'34"W for a distance of 35.36' to a point,

THENCE N04°07'34"W for a distance

THENCE S85°52'26"W f6r a distance

THENCE S04°07'34"E for a distance

THENCE along a curve to the right length of 39.27', being subtended by a 35.36' to a point,

of 30.00' to a point, of 50.00' to a point, of 30.00' to a point, having a radius of 25.00' chord of S40°52' 26"W for

THENCE S85°52' 26"W for a distance of 145. 98' to a point, and an arc a distance of

THENCE N04°04'25"W for a distance of 984.41' to the POINT OF BEGINNING.

Together with and subject to covenants, easements, and restrictions of record.

Said property contains 15.0789 acres more or less.

EXHIBITB

Description of the Additional Land SEE ATTACHED -1

March 17, 1999

DESCRIPTION OF PART#I

GPIN #160-25-4249, #201-29-5424, #201-30-3669 & PART OF #202-40-3006

DULLES ELECTION DISTRICT LOUDOUN COUNTY, VlRGlNIA

Beginning at an iron pipe set in the westerly right-of-way line of Belmont Ridge Road, Route 659 (Varied R/\V), said point also being the northeasterly comer of Parcel I I D-1 , Brambleton Land Corporation; thence departing Belmont Ridge Road and running along and with the line of said Parcel 11 D-1 the following eleven ( 11) courses:

I. North 68° 55' 15" West, 148.03 feet to an iron pipe set; thence,·

2 North 06° 28' 58" East, 171.24 feet to an iron pipe set; thence,

3. North 02° 57' 24" East, 6 l. I 5 feet to an iron pipe set; thence,

4. North 02° 25' 31" West, 66. I 3 feet to an iron pipe set; thence,

5 North 05° 23' 52" West, 105 74 feet to an iron pipe set; thence,

6. North 01° 03' 50" West, !98.85 feet to an iron pipe set; thence,

7. North 18° 46' 04" East, 117.61 feet to an iron pipe set; thence,

8. North 24° 46' l O" East, I 03 .00 feet to an iron pipe set; thence,

9 North 05° 04' 46" West, 7 61 feet to an iron pipe set; thence,

10. North 73° 47' 45" West, 832.69 feet to an iron pipe set; thence,

IL South 20° 25' 06" West, 1475.58 feet to an iron pipe set in the northwesterly corner ofN/F Henry S. Fiedler (DB.803 PG.82); thence departing Paree[ l ID-1 and running along and with the line of said Fiedler the following two (2) courses:

12 South 20° 16' 39" West, 23.20 feet to a fence post; thence,

Page 2

Part #1, March 17, 1999

13. South 76° 46' 39" West, 502.69 feet to an iron pipe found in the easterly right-ofway line of Evergreen Mills Road, Route 621 (Varied R/W); thence departing Fiedler and running along and with the right-of-way line of said Evergreen Mills Road the following three (3) courses:

14. North 3 5° 26' 59" West, l 04. I 9 feet to an iron pipe set; thence,

l 5. North 52° 08'56" West, 52.20 feet to an iron pipe set; thence,

16. North 35° 26' 59" West, 425.87 feet to an iron pipe set in the southeasterly corner ofN/F Volker & Eva Brandt (DB.812 PG.860); thence departing Evergreen Mills Road and running along and with the line of said Volker & Eva Brandt the following six (6) courses:

17 North 30° 07' 58" East, 94.46 feet to an iron pipe set; thence,

18. North 19° 05' 56" East, 267.97 feet to an iron pipe found; thence,

19. North 16° 46' 15" East, 1058.05 feet to an iron pipe found; thence,

20 North 75° 51' 59" West, 301.51 feet to an iron pipe found; thence,

2 l. North 13° 0 l' 06" East, 3498. 14 feet to an iron pipe found; thence,

22. North 60° 43' 01" West, 424.29 feet to an iron pipe found in the easterly line of N/F Hanson Family Partnership (DB. 1302 PG.1744); thence departing Volker & Eva Brandt and running along and with said Hanson Family Partnership,

23. North 26° 25' 35" East, 462.73 feet to an iron pipe found in the southerly right-ofway line of Creighton Road, Route 774 (abandoned road bed); thence departing Hanson Family Partnership and running along and with said Creighton Road the following two (2) courses:

24. South 76° 21' 34" East, 600. I 6 feet to a11 iron pipe found; thence,

25. South 75° IO' 13" East, 993.56 feet to an iron pipe found in the northwesterly comer of N/F Arthur A. & Dorothy A. Nickens (DB. 948 PG.1293 ); thence departing Creighton Road and running along and with the line of said Nickens the follovying four ( 4) courses:

Page 3

Part #1, March l 7, 1999 •

26. South 09° 3 7' 23" West, 1171.07 feet to an iron pipe found; thence,

27. South 74° 57' l T' East, 563.29 feet to an iron pipe found; thence,

28. North 07° 11' 0 I" East, 70.04 feet to an iron pipe found; thence,

29. South 75° 02' 42" East, 844.48 feet to an iron pipe found in the westerly right-ofway line of the aforesaid Belmont Ridge Road; thence departing Nickens and running along and with the right-of-way line of said Belmont Ridge Road,

30. South 07° 18' 12" West, 86.2 l feet to an iron pipe set in the northeasterly corner of N/F Donald K. & Mildred L. Addison (DB .46 I PG. I 02 & I 03 ); thence departing Belmont Ridge Road and running along and with the line of said Addison the following three (3) courses:

31. North 75° 02' 28" West, 787.92 feet to an iron pipe found; then·ce,

32. South 19° 38' JO" West, 323.71 feet to an iron pipe found; thence,

33. South 69° 34' I 5" East, 8 I 6.62 feet to an iron pipe set in the westerly right-of-way line of the aforesaid Belmont Ridge Road; thence departing Addison and runJting along and with the right-of-way line of said Belmont Ridge Road the following two (2) courses:

34 South 18° 18' 40" \Vest, 278.13 feet to an iron pipe found; thence,

35 South 20° 05' 43" West, 849.97 feet to an iron pipe found in the northeasterly corner of N/F Roy E. & Ann B. Graham (DB.827 PG.9); thence departing Belmont Ridge Road and running along and with the line of said Graham the following two (2) courses:

36. North 69° 5 4' 17 " West, 15 50. 91 feet to a tack in a fence post; thence,

37 South 03 ° 50' 21" East, 4 71.62 feet to an iron pipe found in the northwesterly corner ofN/F Maurice E. & Joyce M. Flynn (DB 378 PG.428 & 430); thence departing Graham and running along and with the line of said Flynn the following three (3) courses:

38. South 03° 50' 21" East, 429.70 feet to an iron pipe found; thence,

Page4

Part #1, March l 7, 1999

39. South 19° 54' 4 I" West, 601.48 feet to an iron pipe found; thence with the line of said Flynn in part and continuing along and with the line ofN/F Robert G. Biggers (DB.Pl 1 PG.367),

40. South 73° 47' 45" East, I I 81.00 feet to a bent iron pipe found in the westerly right-of-way line of the aforesaid Belmont Ridge Road; thence departing Biggers and running along and with the right-of-way line of said Belmont Ridge Road the following three (3) courses:

41. South 20° ST' 45" West, 421.99 feet to an iron pipe set; thence,

42. South 18° 47' 00" West, 331-22 feet to an iron pipe found; thence,

43. South 21 ° 04' 45" West, I 57-33 feet to the point of beginning.

Containing 209_6807 acres of land, more or less_

DPC/em

January 12, 1999

DESCRIPTION OF PART#2

GPIN #200-48-8746, #200-49-3520, #159-15-6045, #159-16-3785, #159-16-3463, #200-10-5715, 159-36-1337, #200-25-7375, #200-35-5717, #200-35-4550, #243-40-6613, #200-45-5740, #199-16-3034, #199-17-1149, #200-47-7241, #200-38-3023, AND #200-27-9515

DULLES ELECTION DISTRICT LOUDOUN COUNTY, VIRGINIA

Beginning at a point in the easterly right-of-way line of Evergreen Mills Road, Route 62 I (Varied R/W), said point also being an iron pipe set in the northwesterly comer of N/F Jack E. Guth (DB.868 PG.1356); thence departing Guth and running along and with the right-of-way line of said Evergreen Mills Road the following fifteen (15) courses:

I. 140.41 feet along the arc of a curve deflecting to the right, having a radius of I 397 .34 feet, a delta of 05° 45' 2.6", a tangent of70.26 feet and a chord bearing and distance of North 21 ° 49' 17" West, 140.35 feet to an iron pipe set; thence,

2.. North 2.2° 09' 38" West, 63.52 feet to an iron pipe set; thence,

3. North 16° 21' 03" West, 735.17 feet to an iron pipe set; thence,

4. North 12° 55' 02" West, 50.09 feet to an iron pipe set; thence,

5. North 16° 21' 03" West, 249.99 feet to an iron pipe set; thence,

6. North 15° 46' 4 I" West, 400.0 I feet to an iron pipe set; thence,

7. North 16° 43' 58'' West 150.00 feet to an iron pipe set; thence,

8. North 18° 38' 29" West, 150.11 feet to an iron pipe set; thence,

9. North 16° 21' 03" West, 149.99 feet to an iron pipe set; thence,

10. North 12° 32' 13" West, 150.33 feet to an iron pipe set; thence,

11. North 18° 11' 55" West. 31.02 feet to an iron _pipe set; thence,

Page 2

Part #2, January 12, 1999

12. North 18° 38' 29" West, 25.02 feet to an iron pipe set; thence,

13. North 17° 39' 10" West, 44.01 feet to an iron pipe set; thence,

14. North 24° 19' 14" West, 50.49 feet to an iron pipe set; thence,

15. North 16° 21' 03" West, 428.51 feet to an iron pipe found in the southwesterly · -J comer ofN/F Kenneth L. & Joan L. Tarkin (DB.888 PG.355); thence departing Evergreen Mills Road and running along and with the line of said Tarkin the following two (2) courses:

16. North 80° 35' 45" East, 358.35 feet to an iron pipe found; thence,

17. North 83° 11' 19" East, 285.26 feet to a bent iron pipe found in t~e westerly line ofN/F John A. & Darlene D. Olsen (DB.821 PG.279); thence departing Tarkin and running along and with the line of said Olsen the following two (2) courses:

18. South 16° 36' 06" East, 30. 16 feet to an iron pipe found; thence,

19. South 73° 09' 46" East, 458.12 feet to an iron pipe found in the westerly line of N/F Mitchell J. & Nancy J. Wong (DB.823 PG.577); thence departing Olsen and run11ing along and with the line of said Wong the following two (2) courses:

20. South 20° 52' 4T West, 89.23 feet to an iron pipe found; thence,

21. South 65° OT Ir East, 496.61 feet to an iron pipe found; thence with the line of Wong in part and continuing along and with the line ofN/F Jeffrey H. & Sheila J. Lagana (DB.855 PG.1494),

22_ North 24° 52' 47'' East, 1579.75 feet to an iron pipe set in the southerly right-ofway Iine of Ryan Road, Route 772 (Varied R/W); thence departing Lagana and running along and with the right-of-way line of said Ryan Road the following three (3) courses:

South 65° 07' 13" East, 575.53 feet to an iron pipe set; thence,

24. 838.76 feet along the arc of a curve deflecting to the left, having a radivs of 3844.58 feet, a delta of l 2° 30' oo•·, a tangent of 421.05 feet and a chord bearing and distance of South 71 ° 22' 13 ,. East, 83 7. l 0 feet to an iron pipe set; thence,

Page 3

Part #2, January 12, 1999

25. South 77° 37' 13" East, 1883.89 feet to an iron pipe set in the northwesterly corner ofN/F William P. & Linda W. Fosdick (DB.828 PG.93); thence departing Ryan Road and running along and with the line of said Fosdick the following two (2) courses:

26. South 12° 20' 55" West, 414.79 feet to an iron pipe found; thence,

27. South 77° 39' 05" East, 436.49 feet to an iron pipe found in the northwesterly comer ofN[F William J. Franz (DB.824 PG.1341); thence departing Fosdick and running along and with the line of said Franz the following two (2) courses: . -J

28. South 22° 16' l 0" West, 1151.52 feet to an iron pipe found; thence,

29. South 65° 00' 30" East, 336.02 feet to a found stone; thence with the line of Franz in part and continuing along and with the line ofN/F Robert Paul & Evelyn Ann Stone (DB.830 PG.654),

30. North 25° 00' 27" East, 1720.41 feet to an iron pipe found in the southerly rightof-way line of the aforesaid Ryan Road; thence departing Stone and running along and with the right-of-way line of said Ryan Road the following five (5) courses:

J l. 1638.97 feet along the arc of a curve deflecting to the left, having a radius of 3 844.58 feet, a delta of 24° 25' 32", a tangent of 832.13 feet and a chord bearing and distance of North 80° 19' 49" East, 1626.59 feet to an iron pipe set; thence,

North 68° 07' 03" East, 784.76 feet to an iron pipe set; thence,

.J.J. 317.90 feet along the arc of a curve deflecting to the right, having a radius of l l 20.88 feet, a delta of 16° l 5' 00", a tangent of 160.02 feet and a chord bearing and distance ofNorth 76° 14' 33" East, 316.84 feet to an iron pipe set; thence,

34. North 84° 22' 03'' East, 226.44 feet to an iron pipe found; thence,

.J) South 4 7° 3 T I l" East. 65 .02 feet to an iron pipe set in the westerly right-of-way line _of Belmont Ridge Road, Route 659 (Varied RJW), thence departing Ryan Road and running along and with the right-of-way line of said Belmont Ridge Road the following twelve (12) courses:

36. South 04° 04' 25·, East, 1766.13 feet to an iron pipe set; thence,

Part #2, January 12, 1999

3 7. 196.66 feet along the arc of a curve deflecting to the right, having a radius of 634.98 feet. a delta of 17° 44' 43", a tangent of99.12 feet and a chord bearing and distance of South 04° 47' 56" West, 195.88 feet to an iron pipe set; thence,

38. South 13° 40' 18" West, 508.28 feet to an iron pipe set; thence,

39. l 08.41 feet along the arc of a curve deflecting to the right, having a radius of 684.98 feet, a delta of 09° 04' 04", a tangent of 54.32 feet and a chord bearing and distance ofSouth 18° 12' 20" West, 108.29 feet to an iron pipe set; thence,

40. South 22° 44' 22" West, 635.28 feet to an iron pipe set; thence,

41. 324.41 feet along the arc of a curve deflecting to the right, having a radius of 3884.86 feet, a delta of 04° 47' 04", a tangent of 162.30 feet and a chord bearing and distance of South 25° 07' 54" West, 324.32 feet to an iron pipe set; thence,

42. South 27° 31' 27" West, 453.69 feet to an iron pipe set; thence,

43. North 65° 26' l I" West. 7:74 feet to an iron pipe found; thence,

44. South 24° 36' 54" West, 125.03 feet to an iron pipe found; thence,

45. South 65° 25' 59" East, l 0.00 feet to an iron pipe found; thence,

46. 89.52 feet along the arc of a curve deflecting to the left, having a radius of 1047.61 feet, a delta of04° 53 • 46'", a tangent of 44.79 feet and a chord bearing and distance of South 18° 01 • 38 West. 89.50 feet to an iron pipe found; thence,

47. South 15° 34' 45" West, 283.95 feet to an iron pipe set in the northeasterly comer ofN/F Ralph Aaron Stickman (DB.410 PG.225 & DB.1062 PG.1306); thence departing Belmont Ridge Road and running along and with the line of said Stickman the following five (5) courses:

48. North 74° 42' 09'" West, 360.06 feet to an iron pipe set; thence,

49. South I 5° 32 • 40'' West. 125. IO feet to an iron pipe found;

50. North 74° 38' 45'' West, l l.00 feet to an iron pipe found; thence,

51. South 14° 51" l 5'' West. 125.20 feet to an iron pipe set; thence,

Page 5 Part #2, January 12, 1999

52. South 74° 44' 02" East, 369.41 feet to an iron pipe found in the westerly right.:ofway line of the aforesaid Belmont Ridge Road; thence departing Stickman and running along and with the line of said Belmont Ridge Road,

53. South I 5° 34' 45" West, 468.42 feet to an iron pipe set in the northeasterly corner of N/F Wesley & Lisa Robey (DB.868 PG.73); thence departing Belmont Ridge Road and running along and with the line of said Robey the following two (2) courses:

54. North 75° 29' 05" West, 331.89 feet to an iron pipe found; thence,

55. South 14° 50' 33" West, 269.74 feet to an iron pipe found in the northerly line of N/F Arthur A. & Dorothy A. Nickens (DB.948 PG.1293); thence departing Robey and running along and with the line of said Nickens the following two (2) courses:

56. North 75° OT 45" West, 422.39 feet to an iron pipe set; thence,

57. North 74° 45' 27" West, 604.86 feet to a stone found in the northeasterly comer of Old Creighton Road, Route 774 (abandoned road bed); thence departing Nickens and running along and ..,vith the line of said Old Creighton Road,

58. North 75° 05' 29'' West, 965.29 feet to an iron pipe set; thence with Old Creighton Road in part and continuing along and with the line ofN/F Hanson Family Partnership (DB. 1302 PG. I 744 ),

59. North 75° 42' 43" West, 1405.77 feet to a stone found; thence continuing along and ,....-ith the line of said Hanson Family Partnership the following four (4) courses:

60. North 74° 49' 14" West, 1118.43 feet to an iron pipe found; thence,

61. North 67° :!9' 44" West, 436.24 feet to an iron pipe found; thence,

62. North 33(' 52· 44·· West, 459.95 feet to a stone found; thence,

64. North 35° 09· 44'' West. 343.02 feet to an iron pipe found in the northeasterly corner of the aforesaid Guth; thence departing Hanson Family Partnership and running along and \Vith the line of said Guth,

65. South 85° 38' 16"' West. 1763.37 feet to the point ofbeginning.

Containing 742.3671 acres of land. more or less.

January 12, 1999

DESCRIPTION OF PART#3

GPIN #158-26-1262, #158-46-6908, #158-46-6053 AND #158-46-3556

DULLES ELECTION DISTRICT LOUDOUN COUNTY, VIRGINIA.

Beginning at a point in the northerly right-of-way line of Ryan Road, Route 772 (Varied R/W), said point also being an iron pipe set in the southeasterly comer of N/F Northern Virginia Regional Park Authority (NVRP A) (DB.1152 PG.826); thence departing Ryan Road and running along and with the line of said NVRPA the following eight (8) courses:

1. North 05° 16' 41 East. 469.06 feet to an iron pipe set; thence,

2. 109.76 feet along the arc ofa curve deflecting to the right, having a radius of 1772.00 feet, a delta of 02° 16 • OT', a tangent of 54.89 feet and a chord bearing and distance of North 06° 24' 43" East, 109.76 feet to an iron pipe set; thence,

3. North 15° 28, 06'~ Ease 99 .97 feet to an iron pipe set~ thence,

4. 1515.72 feet along the arc of a curve deflecting to the right, having a radius of 2760.00 feet, a delta of 31 ° 27' 55", a tangent of777.50 feet and a chord bearing and distance ofNorth 25° 20· 06'' East. 1496.74 feet to an iron pipe set; thence,

5. North 41 ° 04 • 03" East. 1218.97 feet to an iron pipe set; thence,

6. 526.0 I feet along the arc of a curve deflecting to the left, having a radius of 1590.00 feet. a delta of 18° 57' IT, a tangent of265.43 feet and a chord bearing and distance of North 31 ° 39' 43" East, 523 .61 feet to an iron pipe set; thence,

7. North 20° 29' 0 I" East. 1444. 97 feet to an iron pipe set; thence,

Page 2

Par #3, January 12, 1999

8. 888.31 feet along the arc of a curve deflecting to the left, having a radius of 1590.00 feet, a delta of 32° 00' 3 7", a tangent of 456.08 feet and a chord bearing and distance of North 04° 28' 43" East, 876.80 feet to an iron pipe set in the westerly rightof-way line of Belmont Ridge Road, Route 659 (Varied R/W); thence departing NVRPA and running along and with the right-of-way line of said Belmont Ridge Road the following thirteen (l 3) courses:

9. South 3 7° 44' 26" East, 120.62 feet to an iron pipe set; thence,

l 0. 435.03 feet along the arc of a curve deflecting to the right, having a radius of 1212.23 feet, a delta of20° 33' 42", a tangent of 219.88 feet and a chord bearing and distance of South 14° 43' 25" East. 432.70 feet to an iron pipe set; thence,

11. South 04° 26' 34" East, 1001.68 feet to an iron pipe set; thence,

12. South 03° 50' 35" East, 950.09 feet to an iron pipe set; thence,

13. South 04° 04' OT East, 462.28 feet to an iron pipe set; thence,

14. South l I O ST 33" East. 22.80 feet to an iron pipe set; thence,

15. South 03° 41' IT' East, 536.69 feet to an iron pipe set; thence,

16. 180.1 7 feet along the arc of a curve deflecting to the left, having a radius of 4389.84 feet, a delta of 02° 21 • 06". a tangent of 90.10 feet and a chord bearing and distance of South 04° 51 • 50 .. East. 180.15 feet to an iron pipe set; thence,

17. South 06° 02' 22" East, 180.87 feet to an iron pipe set; thence,

18. 189.3 7 feet along the arc of a curve deflecting to the right, having a radius of 6034.78 feet, a delta ofOI O 47" 53"', a tangent of 94.69 feet and a chord bearing and distance of South 05° 08' 26"" East. 189.36 feet to an iron pipe set; thence,

19. South 04° 04 • 50 East. 2 I 2.12 feet to an iron pipe set; thence,

20. South 04° 04· 25'. East. 673.28 feet to an iron pipe set; thence,

Page 3

Part #3,· January 12, 1999

21. South44° 56' 23" West, 61.15 feet to an iron pipe set in the northerly right-ofway line of Ryan Road, Route 772 (Varied R/W); thence departing Belmont Ridge Road and running along and with the right-of-way line of said Ryan Road the following four (4) courses:

22. South 84° 22' 03" West, 226.44 feet to an iron pipe fowtd; thence,

23. 332.08 feet along the arc of a curve deflecting to the left, having a radius of 1170.88 feet; adelta of 16° 15' 00", a tangent of 167.16 feet and a chord bearing and distance of South 76° 14' 33" West, 330.97 feet to an iron pipe found; thence,

24. South 68° 07' 03" West, 784.76 feet to an iron pipe set; thence,

25. 1600.40 feet along the arc of a curve deflecting to the right, having a radius of 3794.58 feet, a delta of24° 09' 54", a tangent of812.28 feet and a chord bearing and distance of South 80° 12' 00" West, 1588.57 feet to the point of beginning.

Containing 169 .3 920 acres of land, more or less.

DPC/em

January 12, 1999

DESCRIPTION OF PART#4

GPIN #157-17-5653

DULLES ELECTION DISTRICT

LOUDOUN COUNTY, VIRGINIA

Beginning at a point in the easterly right-of-way line if Belmont Ridge Road, Route 659 (Varied R/W), said point also being an iron pipe found in the southwesterly corner of N/F Edwin Y. & Sarah K. Lim (DB. 1212 PG.1370); thence departing Belmont Ridge Road and running along and with the line of said Lim,

I. North 86° 52' 44'" East. 1228.30 feet to an iron pipe found in the westerly line of N/F 645 Associates L.P. (DB.975 PG.404); thence departing Lim and running along and with the line of said N/F 645 Associates L.P.,

2. South 09° 18" 16'" West, 643.27 feet to an iron pipe set in the northwesterly comer ofN/F Verlin W. Smith & J. Wilson III (DB. I 086 PG.20); thence departing 645 Associates L.P. and running along and with the line of said Smith & Wilson,

3. South 09° OT 12" West. 212.65 feet to a stone found in the northeasterly comer ofN/F Katherine V. Counts (DB.1371 PG. 1535); thence departing Smith & Wilson and running along and with the line of said Counts,

4. North 89° 3 5 • 3 T West. I 031. 98 feet to an iron pipe set in the easterly right-ofway line of the aforesaid Belmont Ridge Road; thence departing Counts and running along and with the line of said Belmont Ridge Road the following two (2) courses:

5. North 03° 41 • 58 West. 97. l 6 feet to an iron pipe set; thence,

6. North 04° IT 29" West, 675.52 feet to the point of beginning.

Containing 20.8970 acres of land. more or less.

DPC/em

January 12, 1999

DESCRIPTION OF PART#S

GPIN # 158-37-4685

DULLES ELECTION DISTRICT

LOUDOUN COUNTY, VIRGINIA

Beginning at a point in the easterly right-of-way line of Belmont Ridge Road, Route 659 (Varied R/W), said point also being an iron pipe found in the southwesterly comer ofN/F Katherine Counts (DB.13 71 PG.1535); thence departing Belmont Ridge Road and running along and with the line of said Counts,

l. South 82° 51' 06" East, 946.06 feet to an iron pipe found in the westerly line of N/F Verlin W. Smith & J. Wilson III (DB.1086 PG.20); thence departing Counts and running along and with the line of said Smith & Wilson the following two (2) courses:

2. South 09° 06' 47" West, 466.92 feet to an iron pipe found; thence,

3. South 16° 55' 06" West. 1492.99 feet to an iron pipe found at an angle point in the northerly line of N/F Kettler & Scott, Inc. (DB.1013 PG.944); thence departing Smith & Wilson and running along and \Vith the line of said Kettler & Scott, Inc.,

4. South 84° 41' 26'' West, 284.49 feet to an iron pipe set in the easterly right-ofway line of the aforesaid Belmont Ridge Road; thence departing Kettler & Scott, In_c. and running along and with the line of said Belmont Ridge Road the following four (4) courses:

5. 189. 75 feet along the arc of a curve deflecting lo the left, having a radius of 6064. 78 feet_ a delta of 0 l O 4 T 3 3··_ a tangent of 94.88 feet and a chord bearing and distance of No11h 05° 08" 36" West. 189.74 feet to an iron pipe set; thence,

6. North 06° 02· 22'" West. 180.87 feet to an iron pipe set; thence,

Page 2

Part #5, January 12, 1999

7. 178.94 feet along the arc of a curve deflecting to the right, having a radius of 4359.84 feet, a delta of 02° 21' 06", a tangent of 89.48 feet and a chord bearing and distance of North 04° 51' 50" West, 178.92 feet to an iron pipe set; thence,

8. North03° 41' 17" West, 1489.41 feettothepointofbeginning.

Containing 29.0635 acres ofland, more or less.

DPC/em

January 12, 1999

DESCRIPTION OF PART#6

GPIN #158-27-4717

DULLES ELECTION DISTRICT

LOUDOUN COUNTY, VIRGINIA

Beginning at an iron pipe set in the northerly right-of-way line of Ryan Road, Route 772 (Varied R/W), said point also being the southwesterly corner of N/F Robert Noland & Helen E. Stickman (DB.Al3 PG.399); thence departing Stickman and running along and with the right-of-way line of said Ryan Road,

1. South 84° 40' 57" West, 463.61 feet to PK nail set in the easterly right-of-way line of Belmont Ridge Road, Route 659 (Varied R/W); thence departing Ryan Road and running along and with the right-of-·way line of said Belmont Ridge Road,

2. North 04° 02' 22" West, 721.55 feet to an iron pipe set in the southwesterly corner of N/F Kettler & Scott, Inc. (DB.1013 PG.944); thence departing Belmont Ridge Road and running along and \Vith the line of said Kettler & Scott, Inc.,

3. North 84° 40' 29· East. 465.24 feet to an iron pipe found in the westerly line of the aforesaid Stickman; thence departing Kettler & Scott, Inc. and running along and with the line of said Stickman,

4. South 03 ° 54' 3 T East. 721.65 feet to the point of beginning.

Containing 7 .69 I 4 acres of land. more or less.

DPC/em

January 12, 1999

DESCRIPTION OF PART#7

GPIN #159-38-2283, #159-18-7172, #158-18-1671, #160-27-4088, #160-15-7587AND 161-37-2334

DULLES ELECTION DISTRICT LOUDOUN COUNTY, VIRGINIA

Beginning at a point in the southerly right-of-way line of Ryan Road, Route 772 (Varied R/W), said point also being an iron pipe found in the northwesterly comer ofN/F Verlin W. Smith & J. Wilson III (DB. I 086 PG.20); thence departing Ryan Road and running along and with the line of said Smith & Wilson the following three (3) courses:

l. South 04 ° 59' 06'' East. 2976.52 feet to an iron pipe found; thence,

2. ~outh 14 ° 2 l • 45"' East, 589.83 feet to a stone found; thence,

3. North 75° 31' 49" East, 1432.69 feet to an iron pipe set in the westerly line ofN/F Northern Virginia Landfill, Inc. (DB.887 PG.273); thence departing Smith & Wilson and running along and with the line of said Northern Virginia Landfill, Inc. the following three (3) courses:

4. South 00° 03' 3 T East, 134 7. 97 feet to a stone found; thence,

5. South 89° 34' OT West. 398.80 feet to a stone found; thence,

6. South 31 ° l T 38" West. 2621.28 feet to a broken stone found in the northwesterly corner of N/F Sunset Hills Associates. L.P. (DB. I 006 PG.1166); thence departing Northern Virginia Landfill. Inc. and running along and with the line of said Sunset Hills Associates. Inc. the following three (3) courses:

7. South 20° 49' 4T West, 3126.58 feet to a stone found; thence,

8. South 46° ·41 • 59" East. 1526.23 feet to a stone found; thence,

Page 2

Part #7, January 12, l 999

9. South 01 ° 57' 10" East, (passing through an iron pipe set at 1333.08 feet) 1373.08 feet in all to a point in the northerly line ofN/F Chand N. Gupta (DB.1357 PG.1409), said point also falling in South Fork, Broad Run; thence running along and with the line of said Gupta and the meanders of South Fork, Broad Run the following eleven (11) courses:

10. North 74° 40' 24" West, 610.52 feet to a point; thence,

11. Nortli 83° 30' 44" West, 371.99 feet to a point; thence,

12. North 46° 45' 44" West, 253.99 feet to a point; thence,

13. South 61 ° 59 • 16" West, 14 7. 99 feet to a point; thence,

14. South 04° oo· 44" East, 94.00 feet to a point; thence,

15. South 63° 19' 46" West. 594.58 feet to a point; thence,

I 6. South 62 ° 14 • 16"' West, l 79. 99 feet to a point; thence,

17. South 38° 59· 16" West, 61.00 feet to a point; thence,

18. South 84° 29' 16" West, 105.00 feet to a point; thence,

l 9. South 22° I 7" 44" East, 80.00 feet to a point; thence,

20. South 82° 49· l 6"' West, 209.99 feet to a point in the northeasterly comer ofN/F Larry J. & Connie A. Pence (DB. l 386 PG.974); thence departing Gupta and running along and with the line of said Pence and continuing with the line of the meanders of South Fork, Broad Run the following three (3) courses:

21. South 32° 55· 4T \Vest, 127.35 feet to a point; thence,

22. South 74 ° 4 3 • 3 8" \Vest. 217. 77 feet to a point; thence,

23. South 55° 45· 01 •• West. 113. 73 feet to a point in the northeasterly corner ofN/F Margaret M. Holland (WB.116 PG.485); thence departing Pence and South Fork, Broad Run and running along and with the line of ~aid Holland.

Page 3

Part #7, Jnuary 12, 1999

24. North 69° 07' 53" West (passing through an iron pipe set at 45.00 feet), 960.39 feet in all to a point in the southeasterly comer ofN/F John R. Jr. & Joanne J. Cornelius (DB.836 PG.535); thence departing Holland and running along and with the line of said Cornelius in part and continuing along and with the line ofN/F Andrew & Mattie Sue Cornelius (DB.836 PG.396),

25. North 19° 59' 14" East (passing through an iron pipe set at 25.00 feet), 1000.15 feet in all to a rebar found; thence continuing with the line of said A. & M.S. Cornelius,

26. North 69° 16' 32" West, 1208.39 feet to an iron pipe found in the easterly rightof-way line of Belmont Ridge Road, Route 659 (Varied R/W); thence departing Cornelius and running along and with the right-of-way line of said Belmont Ridge Road,

27. • North 19° 52' 36" East, 530.43 feet to an iron pipe found in the southwesterly comer of N!F Ada E. Cornelius, Trust (DB.122 PG.416); thence departing Belmont Ridge Road and running along and with the line of said Cornelius the following three (3) courses:

28. South 70° OT 24" East, 964.53 feet to an iron pipe found; thence,

29. North 19° 52' 36 East. 759.97 feet to a bent angle iron found; thence,

30. North 70° OT 24" West. 964.53 feet to an iron pipe set in the easterly right-ofway line of the aforesaid Belmont Ridge Road; thence departing Cornelius and nmning along and \Vith the centerline of said Belmont Ridge Road the following ten ( 10) courses:

31. North 19° 52· 36" East. 64.95 feet to a bent iron pipe found; thence,

32. North 20° 25' 03" East. 1787 .17 feet to an iron pipe found; thence,

33. North 71 ° 41 • I 3" West (passing through an iron pipe found at 30.00 feet) 60.04 feet in all to a point; thence.

34. North 21 ° 0 I' 29'. East. 233.58 feet to a point; thence,

35. North 22° 08' 32" East, 14 l.67 feet to a point; thence,

36. 318.02 feet along the arc of a curve deflecting to the left, having a radius of 2370.34 feet, a delta of 07° 41' 14", a tangent of 159.25 feet and a chord bearing and distance of North 18° l T 55 East. 317.78 feet to a point; thence.

Page 4

Part #7, • January 12, 1999

37. 309.91 feet along the arc of a curve deflecting to the right, having a radius of 2438.45 feet, a delta of 07° 16' 55", a tangent of 155. l 7 feet and a chord bearing and distance of North 18° 05' 46" East, 309.70 feet to a point; thence,

38. 282.25 feet along the arc of a curve deflecting to the left, having a radius of 1250.69 feet, a delta of 12° 55' 50", a tangent of 141.73 feet and a chord bearing and distance of North 15° 16' I 9" East. 281.66 feet to a point; thence.

39. North 08° 48' 24" East, 271.44 feet to a point; thence,

40. North 07° 45' 23" East, 737.12 feet to a point in the southwesterly line ofN/F David J. Graham & K.P. Brown (DB.1236 PG.590); thence departing Belmont Ridge Road and running along and with the line of said Graham the following four (4) courses:

41. South 82° 49' 22" East, 419.99 feet to a point; thence,

42. North 07° 10' 38" East, 215.56 feet to a point; thence,

43. North 88° 47' 45" West, 53.53 feet to a point; thence,

44. North 82° 49· 22" West, 360.64 feet to a PK nail set in the easterly right-of-way line of the aforesaid Belmont Ridge Road; thence departing Graham and running along and with the right-of-way line of said Belmont Ridge Road the following nine (9) courses:

45. 177.72 feet along the arc ofa curve deflecting to the right, having a radius of 903.13 feet, a delta of 11 ° 16" 28"', a tangent of 89.15 feet and a chord bearing and distance of North 09° 52' so·· East, 177.43 feet to an iron pipe set; thence,

46. North 15° 31' 04" East. 1110.03 feet to an iron pipe set; thence,

4 7. 272.40 feet along the arc of a ,:urve deflecting to the right, having a radius of 1299.95 feet. a delta of 12° oo· 22"", a tangent of l 36. 70 feet and a chord bearing and distance of North 21 ° 31' 15•· East, 27 l .90 feet to an iron pipe set; thence,

48. North 27° 13· 18'' East. 575.03 feet to an iron pipe found; thence,

49. North 23° oo· 36" East. 808.09 feet to a bent iron pipe found; thence,

Page5 Part #7, I January 12. l 999

50. 113.15 feet along the arc of a curve deflecting to the left, having a radius of 714.97 feet. a delta of09° 04' 04''. a tangent of 56.70 feet and a chocd bearing and distance of North 18" 12· 20" East, 113.04 feet to an iron pipe set; thence, •51. North 13 ° 40 • l 8"' East, 508.28 feet to an iron pipe found; thence,

52. 205.95 feet along the arc ofa curve deflecting to the left, having a radius of 664.98 feet, a delta of 17° 44' 43", a tangent of 103.81 feet and a chord bearing and distance of North 04° 47' 56" East, 205.13 feet to a PK nail set;

53. North 04° 04 • 25" West. l 821.02 feet to an iron pipe set in the southerly right-ofway line of the aforesaid Ryan Road. thence departing Belmont Ridge Road and running along and with the right-of-way line of said Ryan Road,

54. North 84° 24 04" East, 593.6l feet to an iron pipe found in the northwesterly corner of N/F Anthony W. & Audrey Jeller (DB.894 PG.90); thence departing Ryan Road and running along and with the line of said Jeller the following three (3) courses:

55. South 07° 42" 26'" East. 220.95 feet to an iron pipe found; thence,

56. North 82° 41" 14" East, 199.99 feet to an iron pipe found; thence,

57. North 07° 44 • 20" West, 215.27 feet to an iron pipe found at an angle point in the southerly right-of-way line of the aforesaid Ryan Road; thence departing Jeller and running along and with the line of said Ryan Road the following four (4) courses:

58. North 07° 44 • 20•· West, 20 .0 l feet to a point; thence,

59. North 84° 18' 59" East, 210.58 feet to a point; thence,

60. South 04° 38' 46" East, 20.00 feet to an iron pipe found; thence,

61. North 84° 24· 04" East, 606.37 feet to the point of beginning; Containing 779. 7695 acres of land, more or less.

DPC/em

EXHIBIT B to the DECLARATION FOR BRAMBLET0N ADDITIONAL LANP

January 12, 1999

DESCRJPTION OF PART#8

PROPOSED LOT 13-C ARCOLA

LAKES ESTATES

DULLES ELECTION DISTRJCT LOUDOUN COUNTY, VIRGINIA

Beginning at a point in the northerly right-of-way line of Ryan Road, Route 772 (Varied R/W), said point also being a hub and tack set in the southwesterly comer of N/F Northern Virginia Regional Park Authority (NVRPA)(DB.1152 PG.826); thence departing NVRP A and running along and with the line of said Ryan Road,

I. 826.57 feet along the arc of a curve deflecting to the right, having a radius of 3794.58 feet, a delta of 12° 28' S l ", a tangent of 414.93 feet and a chord bearing and distance of North 71 ° 22' 06" West, 824.94 feet to a hub and tack set; thence,

2. North 30° 03' 10'' East, 1350.16 feet to a hub and tack set; thence,

3. South 88° 48' 28" East, 241.04 feet to a hub and tack set; thence,

4. South 05° 25' 16" West, 1433.60 feet to the point of beginning.

Containing 16.7713 acres of land, more or less.

DPC/em

PINNumber I

123-36-7324

160-35-5568

160-35-6113

160-45.:.2436

160-46-0858

161-15-4340

161-25-3540

161-35-4570

162-46-4458

162-47-9375

199-15-5059

199-15~7187

200-25-7412

200-49-5181

200-49-7008

200-49-9677

201-10-5525

201-10-5691

201-28-2115

201-37-3570

202-20-6213

202-29-8575

202-40-3006

202-40-84 78

242-10-2937

242-10-8536

Exhibit B to the DECIARATION FOR BRAMBLEI'ON ADDITIONAL

Adjacent Properties Branibletofi

Additional Lands for possible future acquisition

Tax Map# Acreage

/92/////1//18/ 454.20

Current Owner

Northern Virginia Landfill, Inc. /92/////1//10/ 28.00

Nickens, Arthur & Dorothy /92////////1 lB 6.97

Addison, Donald & Mildred /92////////9/ 10.00

Nickens, Arthur & Dorothy /92/////////5E 2.00

101//1/////7/ 17.43

Robey, Wesley & Lisa

Holland, Margaret l01////////8B 15.36

Cornelius, Andrew & Mattie Su~ /921//21////1/ 16.83

101////////3B 11.04

101////////3F 103.63

Cornelius, Ada E, Trust --

Richards, James

RSSJ Associates /911//61////1/ 15.52

Wong, Mitchell & Nancy /91///6/////2/ 6.39

Lagana, Jeffery & Sheila /91////////41/ 20.00

Bernstein, Norman /92///1/////2/ 4.16

Fosdick, William & Linda /92////////3A 10.00

Franz, William /92///1/////1/ 4.53

Stone, Robert & Evelyn /921//l////l 1/ 19.56

Flynn, Maurice & Joyce /92////////llC 15.02

Graham, Roy & Ann /91////////24/ 94.00

Brandt, Volker & Eva /91////////26/ 262.41

Hanson Family Partnership 101////////8A 12.86

101////////9/ 27.28

Cornelius, John Jr & Joanne

Fiedler, Henry, trustee /92////////1 lD 33.48

Sarni Ali, Trustee /92/////////1 lE 6.51

Biggers, Robert /91///6////16/ 8.73

Garber, Jonathon & Olga /91///6////17/ 14.01

Olsen, John & Darlene

PIN Number

196-47-3343

197-18-7395

197-27-0921

198-15-4855

198-26-7460

198-46:-6413

199-26-7582

199-35-7624

199-45-2006

199-45-6646

199-47-2340

240-10-3356

240-40-3235

242-30-0370

242-30-4645

242-30-7601

242-39-3462

242-40-0459

242-40-5740

242-49-2207

Exhibit B to the DECIARATION FOR BRAMBLEI'ON ADDITIONAL LAND

Adjacent Properties

Brambleton

Additional Lands for possible future acquisition

Tax Map#

/77/////////34F 125.41

/78/////////15/ 44.10

/7/////////31/ 143.09

/91///7/////6/ 28.78

/91///7////32/ 140.85

. /77/////////30/ 135.00

/91///7////12/ 12.58

/91///7////11/ 49.87

/91///7/////8/ 11.15

. /91///7/////7/ 112.50

/91///7////31/ 57.68

/77 ////////29A 140.21

/77/////////29/ 257.71

/91///7/////4/ 12.77

/91///7/////9/ 10.13

/91///7 ////10/ 10.18

/91///7/////3/ 12.52

/91///7/////1/ 14.80

/91///7/////5/ 10.43

/91///7/////2/ 9.71

Reservoir Road Farm LLC

Reservoir Road Farm LLC

Reservoir Road Farm LLC

Brambleton Land Corporation

Brambleton Land Corporation

Reservoir Road Farm LLC

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Randolph D Rouse, trustee

Randolph D Rouse, trustee

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

Brambleton Land Corporation

CONSENT OF TRUSTEE TO DECLARATION FOR BRAMBLETON

THIS CONSENT OF TRUSTEE is made as of~k11tpe117 '2001, by OHIO SAVINGS BANK, ("Mortgagee") and KELLY R. D~ : Trustee ("Trustee").

The undersigned as beneficiary under a certain Deed of Trust, dated April 26, 2001 and recorded in Deed Book 1915 at Page 899 among the land records of Loudoun County, Virginia ("Land Records") ("Mortgage") hereby consents to: 1) the execution and recordation of the Declaration for BRAMBLETON dated Aut'i}- 6 , 2001 ("Declaration") and recorded immediately prior hereto among the LandR.e~rds; 2) the submission of the real estate described in Exhibit A thereto to the Declaration; and 3) the subordination of the Mortgage to the Declaration, and for such purposes hereby directs the trustee under the Mortgage to join in_!he execution and delivery of this Consent of Trustee to the Declaration for Brambleton.

IN WITNESS WHEREOF, the undersigned has caused this Consent of Trustee to be executed pursuant to due and proper authority as of the date first set forth above.

MORTGAGEE:

OHIO SAVINGS BANK

Notary Public .J

The undersigned Trustee joins in this Consent of Trustee to the Declaration for Brambleton, at the request of the Mortgagee :videnced above, without liability or obligation for the sole purpose of subordinating the lien ft e Mortgage t - e Declaration.

The undersigned, a Notary Public in and for the jurisdiction aforesaid, does hereby certify that KELLY R. DENNIS personally appeared before me in the aforesaid jurisdiction and acknowledged such Consent of Trustee to be her act and deed as Trustee.

Given under my hand and official seal on S~. /~ , 2001.