ARTICLE X
DISSOLUTION OF THE ASSOCIATION

Dissolution of the Association

ARTICLE XI
NOTICES

Notices

Note: Exhibits A and B, the legal description of the property, as well as the signature pages in the Declaration do not appear in this presentation of the material on the Stonehouse Glen web site. Please refer to your disclosure packet for these Exhibits.

EXHIBIT A
Legal Description

EXHIBIT B
             Description of Additional Area        

DECLARATION OF PROTECTIVE COVENANTS AN]) RESTRICTIONS

STONEHOUSE OWNERS FOUNDATION

THIS DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS (“this Declaration’) is made this 7th day of February, 2006 by STONEHOUSE AT
WILLIAMSBURG, LLC, a Virginia Limited Liability Company (“]Declarant’),
STONEHOUSE GLEN, LLC, a Virginia Limited Liability Company (‘SGL”);
STONEHOUSE CAPITAL, LLC, a Virginia Limited Liability Company (“SCL’);
FIELDSTONE INVESTMENT, LLC, a Virginia Limited Liability Company (“FJL”);
MOUNT LAUREL, LLC, a Virginia Limited Liability Company (“MLL”); FAIRMONT
INVESTMENT, LLC, a Virginia Limited Liability Company (‘PINT]’); SIX HUNDRED
NORTH, LLC, a Virginia Limited Liability Company (“SHNL”); TYMAR CAPITAL, LLC, a
Virginia Limited Liability Company (“TCL”); and COMMERCE PARK AT STONEHOUSE,
LLC, a Virginia Limited Liability Company (“CPS”). [Note to Clerk: For recording purposes,
please index each of the foregoing parties as both "Grantor" and “Grantee”.]Contents

RECITALS

A.         SGL is the owner of the real estate set forth and described in Exhibit A attached hereto.

B.         SGL, SCL, PH.,, MLL, FINL, SHNL, TCL and CPS are, collectively, the owners of the real estate set forth and described in Exhibit B attached hereto. Collectively, they are referred to herein as the “Landowners”.

C.         Declarant is the member/manager of each of the limited liability entities which comprise the Landowners.

D.         The Landowners intend to develop the remaining undeveloped land in a planned community generally known as “Stonehouse.”

E.         In order to provide for the preservation and enhancement of property values, the maintenance and care of certain properties within the Properties” (as hereinafter defined) and the provision of certain services to the residents of the Properties, Declarant, SGL and the other Landowners desire to subject the real estate described in Exhibit A, together with such additions thereto as may be made in the manner hereinafter provided, to the covenants, restrictions, easements, charges and liens hereinafter set forth, all of which are for the benefit of the community and the owners within the community.

NOW, THEREFORE, Declarant, SGL and each of the Landowners as to real estate owned by such Landowner hereby declare that the real estate described in Exhibit A hereto, and such additions thereto as may hereafter be made pursuant to Article II (but as to such additions, subject to any additions, deletions and modifications to the provisions of this Declaration as are made pursuant to Section 2.2), is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens hereinafter set forth, as the same may be amended, modified, supplemented or restated from time to time. Contents

 
ARTICLE I
DEFINITIONS

Section 1.1. “Additional Area” shall have the meaning set forth in Section 2.1 of this Declaration.

Section 1.2. “Annual Assessment” shall have the meaning set forth in Section 5.3 of this Declaration.

Section 1.3. “Architectural Review Board” shall have the meaning set forth in Section 6.1 of this Declaration.

Section 1.4. “Articles” means the Articles of Incorporation of Stonehouse Owners Foundation, as the same maybe amended from time to time.

Section 1.5. “Association” means the Stonehouse Owners Foundation, a Virginia non-stock corporation, its successors and assigns.

Section 1.6. “Bylaws” means the Bylaws of Stonehouse Owners Foundation, as the same may be amended from time to time.

Section 1.7. “Clerk’s Office” means the Clerk’s Office of the Circuit Court of the City of Williamsburg and County of James City, Virginia. Contents

Section 1.8. “Common Area” means (i) real estate and/or easements specifically designated as “Common Area” or “Common Area Easement” on recorded plats of the Properties, in any Supplemental Declaration or in any amendment to this Declaration or in any other instrument executed by Declarant and recorded in the Clerk’s Office; (ii) the portions of the Properties, if any, designated for “open space,” “buffer zones,” “scenic easements ““natural open ~ space area,” “conservation areas,” “landscape easement,” “trail easement” and “BMP” or purposes on recorded plats of the Properties and conveyed (by deed, plat dedication or easement) to and accepted by the Association; and (iii) all other real property, easements, and improvements or facilities now or hereafter owned by the Association which are intended to be devoted to the common use and enjoyment of the Owners and such non-Owners, if any, who have been authorized to use such Common Area pursuant to Sections 4.2 and/or 4.6 hereof. The Common Area includes or may in the future include, without limitation, certain streets which are not dedicated to the public (including but not limited to any security gates and/or related features that may be installed in connection therewith), certain alleyways and access drives providing access to and from residential Lots and Parcels, entrance signs and entry features, landscaping easements, certain fencing, medians located within or adjacent to streets within the Properties, certain parks and open space areas, one or more storm water detention ponds or “BMP’s”, swimming pool and related facilities, community center, tennis courts, areas set aside for pedestrian and/or bicycle paths and sidewalks and other recreational facilities. Portions of the Common Area may be designated by the Declarant pursuant to Section 4.4 hereof as “Limited Common Areas” for the exclusive use of one or more but less than all of the Owners and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Sections 4.2 and/or 4.6 hereof. Also, certain Parcels and/or Neighborhoods may include open space areas, easements and facilities which are intended to be maintained privately either by private ownership or by separate associations and which will not be designated as Common Area, Limited Common Area or Neighborhood Common Area and will not be maintained by the Association. At Declarant’s option, the Properties may be served by one or more area-wide BMP’s which also serve other property in Stonehouse and which may or may not be designated as Common Area, Limited Common Area or Neighborhood Common Area of the Association; provided, however, that appropriate cross-easements and cost sharing agreements will be established in such instances. Contents

Section 1.9. “Declarant”- means Stonehouse at Williamsburg, LLC, a Virginia limited liability company, as that term is defined in Chapter 26 of the Code of Virginia (1950), as amended, and its successors as “Declarant” -of the Properties to whom Stonehouse at Williamsburg, LLC has assigned its rights hereunder by instrument recorded in the Clerks’ Office as provided in Section 9.11.

Section 1.10. “Declaration” means this Declaration of Protective Covenants and Restrictions, as the same may from time to time be supplemented or amended. Contents

Section 1.11. “General Assessments” shall have the meaning set forth in Section 5.3 of the Declaration.

Section 1.12. -“Governing Documents” means the Articles, the Bylaws, this Declaration and any Supplemental Declaration, as the same may be amended or supplemented from time to time.

Section 1.13. ‘Improvement” shall have the meaning set forth in Section 6.2 of this Declaration.

Section 1.14. “Landowner” shall have the meaning set forth in paragraph “B” of the Recitals.

Section 1.15. “Limited Common Area” means a portion of the Common Area or the Neighborhood Common Area designated by the Declarant pursuant to Section 4.4 hereof for the exclusive use of one or more but less than all of the Owners and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Sections 4.2 and/or 4.6 hereof. Contents

Section 1.16. “Lot” means any lot which is shown on a recorded subdivision plat (or any subsequently recorded subdivision plat) of any portion of the Properties subject to the Declaration or, with respect to condominiums, a governmentally approved site plan, and on which is constructed or is to be constructed (i) a single family, detached residence; (ii) a townhouse; (iii) a zero lot line residence or other type of cluster house; or (iv) any condominium unit within a condominium created pursuant to the Condominium Act of Virginia, § 55-79.39 et. seq. of the Virginia Code, as the same may be amended from time to time. The term “Lot” shall not include any portion of the Properties which at the time in question is not included in a recorded subdivision plat of any portion of the Properties, or with respect to condominiums, a governmentally approved site plan, nor shall “Lot” include Common Areas, Neighborhood Common Areas, Limited Common Areas, public streets or property dedicated to and accepted by a public authority. Contents

Section 1.17. “Member” means every Person who holds membership in the Association. Contents

Section 1.18. “Neighborhood” means one (1) or more Lots which have been designated as a “Neighborhood” in the Supplemental Declaration(s) applicable to such Lot(s). Contents

Section 1.19. “Neighborhood Assessment” shall have the meaning set forth in Section 5.3 of this Declaration. Contents

Section 1.20. “Neighborhood Common Area” means the real property and any improvements thereon which is for the primary use and enjoyment of Owners residing in such Neighborhood and such non-Owners, if any, who have been authorized to use such Neighborhood Common Area pursuant to Sections 4.3 and/or 4.6 hereof, and which is designated as Neighborhood Common Area on the recorded plat of subdivision for the Neighborhood, or described as such in a Supplemental Declaration applicable to the Neighborhood or designated as such in an instrument executed by Declarant and recorded in the Clerk’s Office. Portions of the Neighborhood Common Area may be designated by Declarant pursuant to Section 4.4 hereof as “Limited Common Areas” for the exclusive use of one or more but less than all of the Owners in the Neighborhood and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Sections 4.2, 4.3 and/or 4.6 hereof. Contents

Section 1.21. “Owner” means the record holder, whether one or more Persons, of fee simple title to any Lot or Parcel, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Contents

Section 1.22. “Parcel” means any portion of the Properties subdivided from the residue thereof for the. purpose of either (i) resubdivision into Lots, (ii) the creation of a residential condominium and condominium units pursuant to the Condominium Act of Virginia, §55-75.39 et. seq. of the Virginia Code, as the same may be amended from time to time, or (iii) the construction of residential apartments thereon. Contents

Section 1.23. “Parcel Developer” means any Person who obtains title to a Parcel for the purpose of development and sale of Lots (including, without limitation, condominium units) or development of residential apartments. Contents

Section 1.24. “Person’ means any natural person, corporation, limited liability company, joint venture, partnership, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other separate legal entity. “Person” shall also mean and include, without limitation, a property or condominium unit owners association. Contents

Section 1.25. “Properties” means all property currently subjected to this Declaration, together with such other real property as may from time to time be subjected in whole or in part to this Declaration by Declarant pursuant to Article H hereof as and when such other real property is subjected. Contents

Section 1.26. “Supplemental Declaration” shall have the meaning set forth in Section 2.2 hereof. Contents

Section 1.27. “Virginia Code” shall mean the Code of Virginia (1950), as in effect on the first date of recordation of this Declaration and as amended from time to time thereafter. Except as otherwise expressly provided herein, if any sections of the Virginia Code referred to in this Declaration are hereafter repealed or recodified, each such reference shall be deemed to apply to the section of the Virginia Code that is the successor to the previous section referred to herein, or, if there is no successor section, such reference shall be interpreted as if the section had not been repealed. Contents

Section 1.28. “Zoning Ordinance” means any ordinance, regulation or provision enacted by the applicable governing body of the County of James City, Virginia, regulating, restricting, permitting or prohibiting the use of land and the construction of Improvements thereon, and, for the purpose of this definition, shall include the conditions and provisions of any conditional use permit affecting any portion of the Property or any other government-controlled or directed process affecting any portion of the Property. Without limiting the generality of the foregoing, “Zoning Ordinance” also includes, any applicable proffers made by Declarant and/or any of the Landowners or their respective predecessor(s) in title to the extent applicable to the Properti6s and accepted by Tames City County, as the same may be amended, modified, supplemented or amended and restated from time to time. Contents

ARTICLE II
ADDITIONS TO THE PROPERTIES

Section 2.1. Additional Area. The real estate which is subject to this Declaration as of the date of its recordation in the Clerk’s Office is described in Exhibit A hereto. Declarant and each of the Landowners as to real estate owned by such Landowner contemplate the extension of this Declaration to the real estate described in Exhibit B hereto or portions thereof and the possible extension of this Declaration to other real estate located within a two (2) mile radius of the real estate described in Exhibits A and B (collectively, the “Additional Aiea”). However, Declarant shall not be obligated to bring all or any part of the Additional Area within the scheme of development established by this Declaration, and no negative reciprocal easement shall arise out of this Declaration so as to benefit or bind any portion of the Properties or the Additional Area until such portion of the Additional Area is expressly subjected to the provisions of this Declaration in accordance with Section 2.2 below and then such portion of the Additional Area shall be subject to any additions, deletions and modifications as are made pursuant to Section 2.2 and Section 2.3. Contents

Section 2.2. Right to Subject Additional Area to Declaration. .Declarant reserves the right, at its discretion, at such time or times as it shall determine on or before January 1,2021, to subject the Additional Area, or such portions thereof as Declarant shall determine, together with improvements thereon and easements, rights and appurtenances thereunto belonging or appertaining, to the provisions of this Declaration in whole or in part. Any portion of the Additional Area which is not, on or before January 1, 2021, subjected to the provisions of this Declaration in whole or in part pursuant to this Section 2.2 and thereby constituted a part of the “Properties,” shall cease to be Additional Area. Each of the additions authorized pursuant to this Section 2.2 shall be made by Declarant’s recordation in the Clerk’s Office of a supplemental declaration (“Supplemental Declaration”) describing the portion(s) of the Additional Area subjected to this Declaration, If record title to the portion of the Additional Area being subjected to the Declaration is held by any Person other than Declarant, then such Person shall join in and execute the Supplemental Declaration along with Declarant. Each Supplemental Declaration may contain such additions, deletions and modifications to the provisions of this Declaration as may be desired by Declarant. However, no negative reciprocal easement shall arise out of any additions, deletions or modifications to this Declaration made in the instruments which subject the Additional Area to this Declaration except as to the real estate expressly subject to such additions, deletions and modifications. The foregoing notwithstanding, if Declarant desires to subject all or any portion of any of the Additional Area not described in Exhibit B hereto, such action will require the approval of the Veterans Administration prior to the annexation of such Additional Area. Contents

Section 2.3. Additional Provisions. In addition to subjecting the Additional Area to this Declaration as provided in Section 2.2, Declarant may, in its discretion, execute and record one or more Supplemental Declarations for the purpose of establishing certain additional or different covenants, easements and restrictions (including, without limitation, a different level of assessments) applicable to a specific Neighborhood or Neighborhoods or certain specified Lot(s) and/or Parcel(s). However, no negative reciprocal easement shall arise out of any Supplemental Declaration so as to bind any real property not expressly subjected thereto. Contents

Section 2.4. Power Not Exhausted by One Exercise, Etc. No exercise of the power granted Declarant hereunder as to any portion of the Additional Area shall be deemed to be an exhaustion of such power as to other portion(s) of the Additional Area not so subjected to the provisions hereof or to the provisions of a Supplemental Declaration. The discretionary right of Declarant to subject the Additional Area to the provisions of this Declaration or a Supplemental Declaration is not conditioned upon or subject to the approval of other Owners and therefore the requirements set forth in Section 9.2 for amendments to this Declaration shall be inapplicable to this Article II. The failure of Declarant to extend the provisions of this Declaration to the Additional Area or any portion(s) thereof shall not be deemed to prohibit the establishment of a separate scheme of development (including provisions substantially similar or identical to those contained herein) for such portion(s) of the Additional Area to which this Declaration is not extended. Contents

Section 2.5. Development of Additional Area. The portion(s) of the Additional Area subjected to the provisions of this Declaration may contain additional Common Areas, Limited Common Areas, Neighborhood Common Areas and facilities to be owned and/or maintained by the Association. Also, the portion(s) of the Additional Area subjected to the provisions of this Declaration may be subjected to one or more declarations for separate associations, and, therefore, Owners of Lots and Parcels may also be members of such separate associations, as applicable, in addition to being members of the Association. Contents

Section 2.6. Withdrawal. Declarant shall have the right, in its sole discretion, to remove from the Properties any portion thereof by recording in the Clerk’s Office a Supplemental Declaration describing the portion(s) to be removed from the Properties; provided, however, if such portion is owned by any Person other than Declarant, then such withdrawal must be with the consent of such Person and Declarant. Contents

Section 2.7. Master Plan. The existence of a master plan for the Properties as part of the Zoning Ordinance or as used by Declarant and/or any of the Landowners in developing and/or selling the Properties, and Lots and Parcels therein, shall not be deemed to constitute a representation by Declarant or any of the Landowners that the real estate shown thereon shall be developed as depicted on the master plan, and the master plan may be amended from time to time in the sole discretion of Declarant and the Landowners of the affected real estate and with the consent (to the extent required) of the County of James City, Virginia. Contents

 
ARTICLE III
OWNERS ASSOCIATION

Section 3.1. Membership. Every Owner of a Lot, and every Owner of a Parcel, shall be a member of the Association. Membership shall be appurtenant to and shall not be separated from ownership of any Lot and/or Parcel. Upon the recordation of a deed to a Lot or a Parcel, the membership of the selling Owner shall cease and the purchasing Owner shall become a member of the Association. Contents

Section 3.2. Classes of Membership. The Association shall have two classes of voting membership: Contents

Class A. All Owners of Lots and Parcels including Declarant and each of the Landowners shall be Class A members. Contents

Class B. Declarant shall be the Class B member. The Class B membership shall terminate on the earlier of (i) the date on which the Landowners, collectively as to all land collectively owned by the Landowners, cease to own twenty-five percent (25%) or more of the land (including undeveloped Lots and Parcels) lying within the Properties and the Additional Area, (ii) the date on which Declarant executes and records in the Clerk’s Office an amendment to this Declaration terminating the Class B membership, or (iii) on January 1, 2021. Contents

Section 3.3. Voting Rights. Contents

(a)        Each Class A member including Declarant and each of the Landowners shall be entitled to cast One vote for each Lot and Parcel owned. Contents

(b)        Declarant as the Class B member shall be entitled to cast three votes for each Lot and Parcel owned by Declarant and the Landowners. Contents

(c)        Notwithstanding subsection (a) above, if a Parcel is developed for residential apartment use, the Owner thereof shall be entitled to cast the product of three (3) Class A votes per acre multiplied by the acreage of the Parcel, If such product is other than a whole number, the product shall be adjusted upward to the nearest whole number. Contents

Section 3.4. Suspension of Voting Rights. The Board of Directors of the Association may suspend the voting rights of any Member subject to assessment under this Declaration during the period when any such assessment shall be delinquent, but upon payment of such assessment the voting rights of such Member shall automatically be restored. Contents

Section 3.5. Articles and Bylaws to Govern: Property Owners’ Association Act. Except to the extent expressly provided in this Declaration and any applicable Supplemental Declaration, all the rights, powers and duties of the Association and the Members, including the Members’ voting rights, shall be governed by the Articles and the Bylaws. The Articles provide, among other things, that the Class B. member shall appoint the members of the Board of Directors until the Class B membership terminates. However, in the event of any conflict or inconsistency between the provisions of this Declaration or any Supplemental Declaration and the provisions of the Articles or Bylaws, this Declaration and all Supplemental Declarations (to the extent applicable) shall control. In addition to all of the rights, powers and duties of the Association provided in this Declaration, the Association shall have all of the rights, powers and duties provided in the Property Owners’ Association Act, § 55-508 et. seq. of the Virginia Code, as the same may be amended from time to time. Contents

Section 3.6. Neighborhoods. The Lots within a particular Neighborhood may be subject to additional covenants other than as set forth in this Declaration (including any Supplemental Declaration), and the Owner of a Lot may be a member of another owners association in addition to the Association. In addition, the Bylaws and each Supplemental Declaration may provide for the establishment of a Neighborhood Advisory Committee for each Neighborhood to advise the Board of Directors of the Association with regard to matters affecting such Neighborhood, including, without limitation, making recommendations regarding the proposed annual budget with regard to Neighborhood Assessments payable by Owners within such Neighborhood. In order to serve on such a committee an Owner and such Owner’s Lot must not be in default of any obligations under the Governing Documents, including but not limited to timely payment of all assessments, and the Board of Directors shall have the authority to remove any Member who is in default, or whose Lot is in violation or in default, from service on such a committee. Contents

ARTICLE IV
COMMON AREA

Section 4.1. Obligations of the Association. The Association, subject to the rights of the Members set forth in this Declaration and subject to the rights of non-Owners, but only to the extent non-Owners are granted rights pursuant to the provisions of this Declaration, shall be responsible for the maintenance, management, operation and control of the Common Area, the Limited Common Area and the Neighborhood Common Area and all improvements thereon (including fixtures, personal property and equipment related thereto). The Association shall keep the Common Areas, the Neighborhood Common Areas and the Limited Common Areas, and all improvements thereon and thereunto belonging in good, clean and attractive condition, order and repair and in accordance with this Declaration, the Governing Documents and the Zoning Ordinance. Contents

The Association shall be responsible for the management, control and maintenance of all street intersection signs (to the extent not maintained by the County of James City and/or the Virginia Department of Transportation); direction signs; plantings; street lights; entrance features and/or “theme areas;” lighting; fencing; wood, stone or masonry wall features and/or related landscaping; and sidewalks and bicycle/pedestrian paths erected, installed or planted in the Common Areas, Limited Common Areas and Neighborhood Common Areas by the Declarant, a Parcel Developer or the Association; provided such items are not maintained by the applicable municipality or the Virginia Department of Transportation at its/their expense and are located within Common Areas, Limited Common Areas, Neighborhood Common Areas and/or within landscaped areas of public right-of-ways for which the Association has assumed maintenance. Contents

In addition to the Association’s responsibilities regarding the Common Areas, Limited Common Areas and Neighborhood Common Areas, the Association shall have the express right and authority to enter into cost sharing, shared use and cross access arrangements with any Person, including, without limitation, any other property owners association providing services and/or shared facilities in the vicinity of the Property. Contents

The Association’s performance of its obligations under this Section 4.1 shall be for the benefit of its Members and such non-Owners, if any, who have been authorized to use the Common Areas, Neighborhood Common Areas, and Limited Common Areas pursuant to Sections 4.2, 4.3, 4.4 and 4.6 hereof, provided, however, that the rights of such Members and non-Owners, if any, shall be subject to the provisions of this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and such rules and regulations as may be adopted from time to time by the Association’s Board of Directors. Contents

Section 4.2. Owners’ Rights of Enjoyment and Use of Common Areas. Subject to the provisions of this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and such rules and regulations as may be adopted from time to time by the Association’s Board of Directors, and except to the extent limited by the designation of “Limited Common Area”, every Owner shall have a right of enjoyment in and to the Common Areas which right of enjoyment shall be appurtenant to and shall pass with the title to every Lot and Parcel. The Common Areas (including without limitation the Limited Common Areas) shall be used by Owners only for the purpose or purposes for which the Common Areas may have been improved by Declarant, the Parcel Developer or the Association and subject to any applicable restrictions in the Zoning Ordinance. Any Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improve4, and any use thereof by an Owner shall not damage or disturb such natural condition or the enjoyment thereof by other Owners. Without limiting the generality of the foregoing, the Declarant reserves, for itself for so long as the Class B membership exists, and for the Association upon the expiration or earlier termination of the Class B membership, the right to grant to any Person or Persons a license and/or similar right to make exclusive use of portions of the Common Areas or Limited Common Areas; provided that any such grant is evidenced (1) in a writing executed by Declarant and recorded in the Clerk’s Office if granted by Declarant or (ii) by duly adopted resolution of the Board of Directors of the Association if granted by the Association. Contents

Section 4.3. Owners^’ Rights of Enjoyment and Use of Neighborhood Common Areas. Subject to the provisions of this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws and such rules and regulations as may be adopted from time to time by the Association’s Board of Directors, and except to the extent limited by the designation of “Limited Common Area”, the Owners of Lots within a particular Neighborhood shall have the primary right of enjoyment in and to the Neighborhood Common Areas located within such Neighborhood which right of enjoyment shall be appurtenant to and shall pass with the title to every Lot within such Neighborhood. The Neighborhood Common Areas shall be used by Owners of Lots within such Neighborhood only for the purpose or purposes for which the Neighborhood Common Areas may have been improved by Declarant, the Parcel Developer or the Association and subject to any applicable restrictions in the Zoning Ordinance. Any Neighborhood Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improved, and any use thereof by an Owner of a Lot within such Neighborhood shall not damage or disturb such natural condition or the enjoyment thereof by other Owners of Lots within such Neighborhood. Without limiting the generality of the foregoing, the Declarant reserves, for itself for so long as the Class B membership exists, and for the Association upon the expiration or earlier termination of the Class B membership, the right to grant to any Person or Persons a license and/or similar right to make exclusive use of portions of the Neighborhood Common Areas; provided that any such grant is evidenced (i) in a writing executed by Declarant and recorded in the Clerk’s Office if granted by Declarant or (ii) by duly adopted resolution of the Board of Directors of the Association if granted by the Association. Contents

Section 4.4. Limited Common Areas. The Declarant shall have the power, for so long as the Declarant has the right to add Additional Area under Section 2.2 hereof, to restrict portions of the Common Area and/or the Neighborhood Common Area for the primary use of the Owners of one or more specific Lots (and such non-Owners, if any, who have been authorized to use such areas pursuant to Section 4.6 hereof) by designating such portions of Common Area and/or Neighborhood Common Area, as applicable, as “Limited Common Area”. Contents

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 a plat attached to or recorded with a Supplemental Declaration; (ii) label a portion of the Common Area or Neighborhood Common Area, as applicable, as “Common Area that may be assigned as Limited Common Area” or “Neighborhood Common Area that may be assigned as Limited Common Area” on a plat attached as an exhibit to the applicable Supplemental Declaration and thereafter  assign such Limited Common. Area to one or more specific Lots by unilaterally amending the Supplemental Declaration to indicate the assignment depicting the Limited Common Area being assigned and the Lots to which it is appurtenant; or (iii) indicating that such Common Area or Neighborhood Common Area, as applicable, is Limited Common Area by a description in an applicable Supplemental Declaration. Contents

Subject to the provisions of this Declaration, any applicable Supplemental Declaration, the Articles, the Bylaws, and such rules and regulations as may be adopted from time to time by the Association’s Board of Directors, the Owners of Lot(s) to which Limited Common Area has been assigned and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Section 4.6 hereof shall have the exclusive right of enjoyment in and to the Limited Common Area assigned which right of enjoyment shall be appurtenant to and shall pass with the title to every Lot to which such Limited Common Area is appurtenant. The Limited Common Areas shall be used by Owners of Lots to which such Limited Common Areas have been assigned and such non-Owners, if any, who have been authorized to use such Limited Common Area pursuant to Section 4.6 hereof only’ for the purpose or purposes for which the Limited Common Areas may have been improved by the Declarant, the Parcel Developer or the Association and subject to any applicable restrictions in the Zoning Ordinance. Any Limited Common Area which has not been improved for a particular use is intended to remain in its natural condition until so improved, and any use thereof by an Owner of a Lot to which such
Limited Common Area is appurtenant shall not damage or disturb such natural condition or the enjoyment thereof by other Owners of Lots to which such Limited Common Area is appurtenant. Without limiting the generality of the foregoing, the Declarant reserves, for itself for so long as the Class B membership exists, and for the Association upon the expiration or earlier termination of the Class B membership, the right to grant to any Person or Persons a license and/or similar right to make exclusive use of portions of the Limited Common Areas; provided that any such grant is evidenced (i) in a writing executed by Declarant and recorded in the Clerk’s Office if granted by Declarant or (ii) by duly adopted resolution of the Board of Directors of the Association if granted by the Association. Contents

Section 4.5. General Limitations on Owners’ Rights. The Owners’ rights of enjoyment in the Common Areas, the Limited Common Areas and the Neighborhood Common Areas shall be subject to the following:

(i)         the right of the Association’s Board of Directors to establish reasonable rules and regulations and to charge reasonable admission and other fees for the use of the Common Areas, the Limited Common Areas and the Neighborhood Common Areas;

(ii) the right of the Declarant for so long as the Class B membership exists, and the right of the Association upon the expiration or earlier termination of the Class 8 Membership, to grant to any Person or Persons licenses and/or similar rights to make exclusive use of such areas as more particularly set forth and described in Sections 4.2, 4.3, and 4.4 hereof

(iii) the right of the Association’s Board of Directors to suspend the right of an Owner to use or benefit from any of the Common Areas, the Limited Common Areas or the Neighborhood Common Areas for the period during which any assessment against his Lot or Parcel is delin4uent as may be limited by the last sentence of § 55-514C of the Virginia Code as in effect on the date hereof;

(iv) the right of the Association’s Board of Directors to suspend the right of an Owner to use or benefit from any of the Common Areas, Limited Common Areas or Neighborhood Common Areas for any period during which any other violation by the Owner of this Declaration, a Supplemental Declaration or the rules and regulations promulgated by the Association’s Board of Directors pursuant to this Declaration remains uncorrected after the last day of a period established for correction by the Association’s Board of Directors (such period to be stated in a notice to the Owner together with a statement of the violation complained of and the manner of its correction) and for not more than sixty (60) days after such correction; (v) the right of the Association’s Board of Directors to mortgage any or all of the Common Areas, the Limited Common Areas or the Neighborhood Common Areas as further addressed in the Bylaws;

(vi) the right of Declarant or the Association’s Board of Directors to grant or assign utility easements across the Common Areas, the Limited Common Areas and the Neighborhood Common Areas as provided in Article VIII;

(vii) the right of the Association’s Board of Directors to dedicate or transfer all or any part of the Common Areas, the Limited Common Areas or the Neighborhood Common Areas to any public agency, authority or utility for such purposes and subject to such conditions as may be desired;

(viii) all of the other easements, covenants and restrictions provided for in this Declaration and any Supplemental Declaration(s) applicable to the Lots and/or the Common Areas, the Limited Common Areas and/or the Neighborhood Common Areas;

(ix) the Declarant’s designation of certain Common Areas and Neighborhood Common Areas as “Limited Common Areas” for the exclusive use and benefit of the Owners of one or more specified Lots (and such non-Owners, if any, who have been authorized to use such areas pursuant to Section 4.6 hereof; and

- (x) the right of the Association’s Board of Directors to permit use of any facilities situated on Common Area or Neighborhood Common Area by use of Persons other than Owners, their families, lessees and guests upon payment of use fees or other consideration established by the Board of Directors. Contents

Section 4.6. Delegation of Use. Any Owner may delegate his right of enjoyment to the Common Area, the Limited Common Area or to the Neighborhood Common Area to members of his family living on his Lot and to his guests, and he may transfer such right to his tenants, subject to such rules and regulations and fees as may be established from time to time by the Association’s Board of Directors. Contents

Section 4.7. Damage or Destruction of Common Area, Limited Common Area or Neighborhood Common Area by Owner. In the event any Common Area, Limited Common Area, Neighborhood Common Area or improvement thereon is damaged or destroyed by an Owner, his tenants, guests, licensees, agents or members of his family, the Association may repair such damage at the Owner’s expense. The Association shall repair such damage in a good and workmanlike manner in conformance with the original plans and specifications of the area or improvement involved, or as the Common Area, Limited Common Area, Neighborhood Common Area or improvement may have been theretofore modified or altered by the Association, in the discretion of the Association’s Board of Directors. The cost of such repairs shall become a special assessment on the Lot of such Owner and shall constitute a lien on such Owner’s Lot and be collectible in the same manner as other assessments set forth herein. Contents

Section 4.8.     Rights in Common Areas, Limited Common Areas and Neighborhood Common Areas Reserved by Declarant and/or a Parcel Developer. Until such time as the applicable Landowner or a Parcel Developer conveys a parcel of real estate constituting Common Area, Limited Common Area or Neighborhood Common Area, as the case may be, to the Association, the applicable Landowner or the Parcel Developer, as the case may be, shall have the right as to that parcel, but not the obligation, (i) subject to the provisions of Article VI hereof, to construct such improvements thereon as it deems appropriate, and (ii) to use the Common Area, Limited Common Area. or Neighborhood Common Area for other purposes not inconsistent with the provisions of this Declaration (including, without limitation, for a marketing or sales office, construction control center or hospitality center). Contents

Section 4.9. Title to Common Area, Limited Common Area and Neighborhood Common Area. Landowners or a Parcel Developer may retain legal title to the Common Areas, Limited Common Areas or Neighborhood Common Areas, as the case may be, or portions thereof, but notwithstanding any provision herein to the contrary, the applicable Landowner and/or the applicable Parcel Developer shall convey each Common Area, Limited Common Area or Neighborhood; Common Area to the Association, in a good and workmanlike condition reasonably acceptable to the Association, free and clear of all liens but subject to this Declaration and all other easements, conditions and restrictions of record at such time as such improvements are completed and in a condition acceptable to the Association. The foregoing notwithstanding, a Parcel Developer shall not convey any property to the Association unless the Declarant is a party to the instrument of conveyance. Regardless of whether the Common Areas, Limited Common Areas or Neighborhood Common Areas actually have been conveyed by the applicable Landowner or the Parcel Developer, as the case may be, Owners and the Association shall have all the rights and obligations imposed by this Declaration, any Supplemental Declaration, the Articles and Bylaws with respect to the Common Areas, the Limited Common Areas and the Neighborhood Common Areas from and after the date such Common Areas, Limited Common Areas or Neighborhood Common Areas are designated as such by recordation of an appropriate instrument in the Clerk’s Office. The Association shall be liable from the date such Common Areas, Limited Common Areas and Neighborhood Common Areas are so designated for payment of insurance and maintenance costs with respect thereto. Contents

Section 4.10. Veterans Administration Approval. So long as the Class B Membership exists, Declarant shall not do the following without the prior written approval of the Veterans Administration: (i) annex any Additional Area other than described in Exhibit B hereto, (ii) mortgage any Common Areas, Limited Common Areas or Neighborhood Common Areas, (iii) dedicate any Common Areas, Limited Common Areas or Neighborhood Common Areas to general public use, or (iv) consolidate, merge or dissolve the Association. Contents

Section 4.11. Reservation of Rights Regarding Common Area. Limited Common Area and Neighborhood Common Area. Certain of the open space, conservation areas, and historic resources may be better suited for ownership by a private, nonprofit organization among whose purposes is the conservation of open space land and/or natural or historic resources. Notwithstanding anything in this Declaration to the contrary, and regardless of whether such areas have previously been designated as Common Areas, Limited Common Areas or Neighborhood Common Areas, Declarant reserves for itself, each of the Landowners and their respective successors and assigns, the right, for so long as Declarant has the right to add Additional Area to the Properties pursuant to Section 2.2 hereof, to transfer and convey in fee simple or by easement such open space, conservation areas, and -historic resources as Declarant deems in the best interests of such areas to one or more private, nonprofit organizations. Any transfer and conveyance shall comply with the specific criteria set forth in the Zoning Ordinance. Contents

 
ARTICLE V
ASSESSMENTS

Section 5.1. Creation of the Lien and Personal Obligation for Assessments. Declarant, and each of the Landowners for each Lot and Parcel owned within the Properties hereby covenants (subject to Sections 5.5, 5.8 arid 5.9) and each Owner of any Lot or Parcel by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant to pay to the Association assessments as set forth in this Declaration, any Supplemental Declaration and in the Bylaws. The assessments, together with interest thereon, late charges and costs of collection including attorneys’ fees, shall be a continuing lien upon the Lot or Parcel against which each such assessment is made in order to secure payment thereof and shall also be the personal obligation of the party who was the Owner of the Lot or Parcel at the time -the assessment fell due. No Owner may waive or otherwise avoid liability for the assessments provided herein by nonuse of the Common Areas, the Limited Common Areas, the Neighborhood Common Areas or abandonment of his Lot or Parcel. Each assessment that is not paid when due shall bear interest at the rate established by the Association, which rate shall not exceed the maximum rate -permitted by applicable law. Each assessment that is not paid within ten (10) days of its due date shall, at the option of the Association, incur a late charge as may be established from time to time by resolution duly adopted by the Board of Directors of the Association. Contents

Section 5.2. Purpose of Assessments. The assessments levied by the Association shall be used for the management, maintenance, improvement, care, operation, renovation, repair and replacement of the Common Areas, Limited Common Areas and Neighborhood Common Areas and improvements thereon and other property owned or acquired by the Association of whatsoever nature; for the discharge of all taxes and other levies and assessments against the Common Areas, Limited Common Areas and Neighborhood Common Areas and improvements thereon and other property owned or acquired by the Association; for the procurement of insurance by the Association in accordance with the Bylaws; for the establishment of reserves with respect to the Association’s obligations; for the discharge of the Association’s contractual and legal obligations; for the performance of services by the Association, its contractors, employees, and agents, as authorized in this Declaration and/or in the Articles or Bylaws; for the discharge of such other obligations as may be imposed upon or assumed by the Association pursuant to its Articles or Bylaws or this Declaration or any Supplemental Declaration; and for such other purposes as may be authorized by or pursuant to the Articles or Bylaws. Contents

Section 5.3. Annual Assessments. “Annual Assessments” shall mean “General Assessments,” “Neighborhood Assessments” and “Limited Common Expense Assessments.” Contents

(a) General Assessments.

1.         Purpose. “General Assessments” shall mean those assessments used for the general purposes set forth in Section 5.2 above except that the General Assessments shall not be used for those purposes for which Neighborhood Assessments and Limited Common Expense Assessments shall be used.

2.          Basis. The General Assessments shall be established upon the basis of an annual budget adopted by the Board of Directors of the Association and increased or decreased from time to time by the Board of Directors of the Association pursuant to the Bylaws. Contents

(b) Neighborhood Assessments.
1.          Purpose.          “Neighborhood Assessments” shall mean those assessments used for such purposes as are authorized by the Supplemental Declaration for a given Neighborhood.

2.          Basis. The Supplemental Declaration shall set forth the basis by which all Lots within a Neighborhood shall be assessed for Neighborhood Assessments. Contents

(c)        Limited Common Expense Assessments.

1.          Purpose. “Limited Common Expenses” are those expenses attributable to managing, maintaining, improving, caring, operating, renovating, repairing, establishing appropriate reserves for, insuring and replacing Limited Common Areas, as well as the cost of providing certain services to individual Lots. The purpose of the “Limited Common Expense Assessment” is to provide a means whereby the Owners of Lots which directly benefit from specific Limited Common Area and/or certain services applicable to individual Lots pay their proportionate share of the Limited Common Expenses attributable to such Limited Common Area and/or services. Contents

2.          Basis. Limited Common Expenses may be assessed by the Association only against the Lots benefited in proportion to their relative General Assessment liability, inter se or based on usage, as appropriate. Such Limited Common Expenses shall be
determined as follows:

(i) Any expenses designated in a Supplemental Declaration as Limited Common Expenses to be paid by the Owners of designated Lots subject to such Supplemental Declaration;

(ii) 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, assessed against such Lots as such Owners may agree or in proportion to their relative General Assessment liability, inter se;

(iii) Any expenses incurred in the upkeep of or the maintenance of, and reserves for the upkeep and replacement of, common “private” alleys, drives, and/or parking areas serving a limited number of Lots and labeled “private” on the applicable recorded plat and/or described as “private” in the applicable Supplemental Declaration shall be assessed only against the Lots served by such private alley, drive and/or parking area;

(iv) Any expenses incurred in the upkeep of, or the maintenance
of reserves for the upkeep of, Limited Common Area may be assessed only against the Lots served by such Limited Common Area; and

(v) Any service to individual Lots based on usage. Contents

Section 5.4. Special Assessments. In addition to the General, Neighborhood Assessments and Limited Common Expense Assessments, the Board of Directors of the Association may levy a periodic special assessment if the purpose in doing so is found by the Board of Directors to be in the best interest of the Association and the proceeds of such assessment are used for (1) the maintenance and upkeep, including capital expenditures, of the Common Area (or of (i) the Neighborhood Common Area, provided the special assessment is levied against only those Lots within such Neighborhood or (ii) the Limited Common Area, provided the special assessment is levied against only those Lots served by such Limited Common Area); and (2) the discharge of taxes, the procurement of insurance, the establishment of reserves, and the discharge, of such services and other obligations as may be assumed by the Association pursuant to its Articles, Bylaws, the Declaration or and Supplemental Declaration or any cost sharing, use or cross easement arrangements entered into with any other Person, and for such other purposes as authorized by or pursuant to the Articles or Bylaws. Contents

Section 5.5. Date of Commencement of Annual Assessments. Subject to Section 5.9, the Annual Assessments provided for herein shall commence as to each Lot or Parcel on the first day of the month following the recordation of the deed to such Lot or Parcel to an Owner, other than the Declarant and any of the Landowners, who purchases the same. The first Annual Assessment on a Lot or Parcel shall be adjusted according to the number of months remaining in the calendar year. Unless the Board of Directors of the Association amends the Bylaws to provide otherwise, the Annual Assessments shall be paid as provided in the Bylaws. Contents

Section 5.6. Effect of Nonpayment of Assessments; Remedies of Association. The lien of the assessments provided for in this Declaration may be perfected and enforced in the manner provided in § 55-516 of the Virginia Code. A statement from the Association showing the balance due on any assessment shall be prima facie proof of the current assessment balance and the delinquency, if any, due on a particular Lot or Parcel. The Association may also bring an action at law against any Owner personally obligated to pay the same, either in the first instance or for deficiency following foreclosure, and interest, late charges and costs of collection including attorney’s fees shall be added to the amount of such assessment and secured by the assessment lien. In addition, if any installment of any Annual Assessment or Special Assessment is not paid within thirty (30) days after the due date, the Board of Directors shall have the right upon notice to the Owner to accelerate the installments owed and declare the entire balance of any Annual Assessment or Special Assessment due and payable in full. Contents

Section 5.7. Subordination of Lien to Mortgages. The lien upon each of the Lots and Parcels securing the payment of the assessments shall have the priority set forth in § 55-516A of the Virginia Code. Contents

Section 5.8. Exempt Property. The following property subject to this Declaration shall be exempt from the assessments and liens created herein: (i) any property used as a sales or leasing center, model, maintenance center or management facility by Declarant and/or any Landowners or for similar purposes; (ii) all properties dedicated and accepted by a public authority; (iii) all Common Areas, Limited Common Areas and Neighborhood Common Areas; (iv) all properties wholly exempt from real estate taxation by state or local governments upon the terms and to the extent of such legal exemption; and (v) all Lots and Parcels owned by the Declarant, any Landowner and/or any Parcel Developer. Contents

Section 5.9. Annual Budget. The Board of Directors shall adopt an annual budget for each fiscal year, which budget shall provide for the annual level of assessments (including provision for reserves and physical damage insurance deductibles) and an allocation of expenses. There shall be no responsibility for the payment of assessments until after the Board of Directors adopts its initial annual budget. Contents

Section 5.10. Capitalization of Association. Upon the acquisition of record title to a Lot by a purchaser thereof (other than Declarant, the Landowners, the Parcel Developer or an owner who purchases solely for the purpose of constructing a dwelling thereon for resale), a contribution shall be made by or on behalf of the purchaser to the working capital of the Association in the amount equal to one-quarter of the amount of the Annual Assessment payable on such Lot for that year. This amount shall be deposited in the purchase and sales escrow at settlement and shall be disbursed therefrom to the Association for its working capital. Contents

Section 5.11. Loans by Declarant. The Declarant shall have the option, but not the obligation, to loan money to the Association at any time or from time to time on such terms and at such rates as are commercially reasonable to enable the Association to comply with its obligations under this Declaration. Such loan or loans may be in lieu of, or in addition to, loans obtained by the Association from other parties. Any such loan shall be represented and secured by one or more promissory notes of the Association and shall be listed and disclosed as “Loans from Declarant” on: all annual budgets and year-end financial statements of the Association. Contents

ARTICLE VI
ARCHITECTURAL CONTROL

Section 6.1 Architectural Review Board. There is hereby established a board (the “Architectural Review Board”) for the purpose of reviewing and, as appropriate, approving or disapproving all Plans (hereinafter defined) submitted by Owners in accordance with this Article VI. The Architectural Review Board shall be composed of three persons, who need not be Members of the Association, from time to time appointed by Declarant until 100% of the Properties and the Additional Area have been developed and conveyed to Owners other than builders or by the Board of Directors of the Association from and after the date on which Declarant delegates this responsibility to the Association by written instrument in recordable form executed by Declarant. The Declarant or the Board of Directors, as the case may be, may appoint one alternate member to the Architectural ~Review Board, which alternate member may vote only in the absence of a regular member. The members of the Architectural Review Board shall serve for such terms as may be determined by Declarant or the Board of Directors of the Association, as the case may be. The Declarant reserves the right (which may be exercised at any time or from time to time) to delegate certain, but less than all Architectural Review Board responsibilities to the Association, and if Declarant exercises this right the Board of Directors may appoint its own review board which satisfies the same criteria as set forth herein for the Architectural Review Board. For example, by way of illustration and not limitation, the Declarant may delegate to the Association the authority for reviewing and, as appropriate, approving or disapproving Plans submitted for modifications, alterations or additions made on or to existing structures on Lots, in which case the Board of Directors shall appoint its own architectural review board for the purpose of exercising such delegated authority. The Declarant appointed Architectural Review Board and authorized architectural review board appointed by the Board of Directors shall be collectively referred to herein for ease of reference as the “Architectural Review Board.” References herein to Architectural Review Board shall apply to either or both boards, as applicable. Contents

Section 6.2. Plans to be Submitted. Before commencing the construction, erection or installation of any building, addition, patio, deck, fence, wall, animal pen or shelter, exterior lighting, sign, mailbox or mailbox support, improvement or other structure (each of the foregoing being hereinafter referred to as an “Improvement”) on any Lot or Parcel, including any site work in preparation therefor, and before commencing any alteration, enlargement, demolition or removal of an Improvement or any portion thereof in a manner that alters the exterior appearance (including but not limited to paint color) of the Improvement or of the Lot or the Parcel on which it is situated, each Owner shall submit to the Architectural Review Board a completed application on the form provided by the Architectural Review Board (the “Application”), a proposed construction schedule and at least three sets of plans and specifications of the proposed construction, erection, installation, alteration, enlargement, demolition or removal, which plans and specifications shall include (unless waived by the Architectural Review Board): (i) a site PLAN showing the size, location and configuration of all Improvements, including driveways and landscaped areas, and all setback lines, buffer areas and other features required under the Zoning Ordinance or the guidelines adopted by the Architectural Review Board, (ii) as to Improvements initially constructed on a Lot or a Parcel, landscaping plans showing the trees to be removed and to be retained and shrubs, plants and ground cover to be installed, (iii) architectural plans of the Improvements showing exterior elevations, construction materials, exterior colors, driveway material, (iv) a sediment and erosion control plan, and (v) a free protection plan and such other information as the Architectural Review Board in its discretion shall require (collectively, the “Plans”). The Architectural Review Board may, in its sole discretion, waive the requirement that any or all of the required Plans be submitted in a particular ease where it determines such Plans are not necessary to properly evaluate the Application. The Architectural Review Board shall not be required to review any Plans unless and until the Application has been submitted in completed form with the proposed construction schedule and the Plans contain all of the required items. The Application, Plans and the proposed construction schedule must be submitted to the Architectural Review Board at the address of Declarant in the same manner as notices are to be sent to Declarant pursuant to Article Xl, for so long as all members of the Architectural Review Board are appointed by Declarant, and thereafter the Application, Plans and the proposed construction schedule maybe submitted to the Architectural Review Board at the address of the Association in the same manner as notices are to• be sent to the Association pursuant to Article XI. Contents

Section 6.3. Consultation with Architects, etc.: Administrative Fee. In connection with the discharge of its responsibilities, the Architectural Review Board may engage or consult with architects, engineers, planners, surveyors, attorneys and others. Any person seeking the approval of the Architectural Review Board agrees to pay all fees thus incurred by the Architectural Review Board and further agrees to pay an administrative fee to the Architectural Review Board in such amount a~ the Architectural Review Board may from time to tithe reasonably establish. The payment of all such fees is a condition to the approval or disapproval by the Architectural Review Board of any Plans, and the commencement of review of any Plans may be conditioned upon the payment of the Architectural Review Board’s estimate of such fees. Contents

Section 6.4. Approval of Plans. The Architectural Review Board shall not approve the
Plans for any Improvement that would violate any of the provisions of this Declaration or of any
Supplemental Declaration applicable thereto. In all other respects, the Architectural Review
Board may exercise its sole discretion in determining whether to approve or disapprove any
Plans, including, without limitation, the location of any Improvement on a Lot or Parcel. Contents

Section 6.5. No Structures to be Constructed, etc. Without Approval. No Improvement shall be constructed, erected, installed or maintained on any Lot or Parcel, nor shall any Improvement be altered, enlarged, demolished or removed in a manner that alters the exterior appearance (including paint color) of the Improvement or of the Lot or the Parcel on which it is situated, unless the Application, Plans and construction schedule therefor have been approved by the Architectural Review Board. After the Application, Plans and construction schedule therefor have been approved, all Improvements shall be constructed, erected, installed, maintained, altered, enlarged, demolished or removed strictly in accordance with the approved Plans. Upon commencing the construction, erection, installation, alteration, enlargement, demolition or removal of an Improvement, all of the work related thereto shall be carried on with reasonable diligence and dispatch and in accordance with the construction schedule approved by the Architectural Review Board. Contents

Section 6.6. Guidelines May Be Established. The Architectural Review Board may, in its discretion, establish guidelines and standards to be used in considering whether to approve or disapprove Plans. Such guidelines may include, without limitation, uniform standards for signage and mailboxes and mailbox supports. However, nothing contained in this Declaration shall require the Architectural Review Board to approve the Plans for Improvements on a Lot or a Parcel on the grounds that the layout, design and other aspects of such Improvements are the same or substantially the same as the layout, design and other aspects of Improvements approved by the Architectural Review Board for another Lot or Parcel. Contents

Section 6.7. Limitation of Liability. The approval by the Architectural Review Board of any Plans, and any requirement by the Architectural Review Board that the Plans be modified, shall not constitute a warranty or representation by the Architectural Review Board of the adequacy, technical sufficiency or safety of the Improvements described in such Plans, as the same may be modified, and the Architectural Review Board shall have no liability whatsoever for the failure of the Plans or the Improvements to comply with applicable building codes, laws and ordinances or to comply with sound engineering, architectural or construction practices. In addition, in no event shall the Architectural Review Board have any liability whatsoever to an Owner, a contractor or any other party for any costs or damages (consequential or otherwise) that may be incurred or suffered on account of the Architectural Review Boards approval, disapproval or conditional approval of any Plans. Contents

Section 6.8. Other Responsibilities of Architectural Review Board. In addition to the responsibilities and authority provided in this Article VI, the Architectural Review Board shall have such other rights, authority and responsibilities as may be provided elsewhere in this Declaration, in any Supplemental Declaration and in the Bylaws.

ARTICLE VII
USE OF PROPERTY

Section 7.1.     Protective Covenants.

(a)        Nuisances. No nuisance shall be permitted to exist on any Lot or Parcel. Noxious, destructive; or offensive activity, or any activity constituting an unreasonable source of annoyance, shall not be conducted on any Lot or Parcel or on the Common Area, Limited Common Area, Neighborhood Common Area, or any part thereof, and the Association shall have standing to initiate legal proceedings to abate such activity. Each Owner shall refrain from any act or use of his or her Lot or Parcel which could reasonably cause embarrassment, discomfort, or annoyance to other Owners, and the Board of Directors shall have the power to make and to enforce reasonable rules in furtherance of this provision. Contents

(b)        Restriction on Further Subdivision. No Lot shall be further subdivided or separated into smaller Lots by any Owner (other than Declarant, a Landowner and a Parcel Developer), and no portion less than all of any such Lot, nor any easement or other interest herein, shall be conveyed or transferred by an Owner, provided that this shall not prohibit the vacating of boundaries between adjacent Lots to create a bigger Lot, deeds of correction, deeds to resolve boundary line disputes and similar corrective instruments and provided that this shall not prohibit the division or combination of condominium units in accordance with law, or the creation of condominiums. The vacating of boundaries between adjacent boundaries shall not create one Lot for assessment purposes. Any Owner (other than Declarant, a Landowner and a Parcel Developer) who vacates a boundary between two Lots must pay full assessments for both Lots as such Lots are described in the initial subdivision plat recorded in the Clerk’s office. Contents

(c)        Rules. From time to time the Board of Directors may adopt general rules, including but not limited to rules to regulate potential problems relating to the use of Properties and the wellbeing of Members, such as the definition of nuisances, keeping of animals, storage and use of all vehicles, storage and use of machinery, parking of vehicles, use of outdoor drying lines, antennas, satellite dishes, signs, trash and trash containers, restrictions on sprinkler and irrigation systems, private irrigation wells and uses of lakes, water bodies and wetlands, maintenance and removal of vegetation on the Properties and the type and manner of application of fertilizers or other chemical treatments to the Properties in accord with non-point source pollution control standards (collectively, the ‘Rules’). All such Rules and any subsequent amendments thereto shall be binding on all Members and occupants of the Properties, including their tenants, guests and invitees, except where expressly provided otherwise in such Rule. Such Rules as adopted from time to time are herein incorporated by reference and shall be as binding as if set forth herein in full; provided, however, that in the event of a conflict between any provision(s) in the Rules and the Governing Documents, the provision(s) set forth in the Governing Documents shall control. Without limiting the generality of the foregoing, the Association shall be responsible for enforcing any Water Conservation Standards approved for all or a portion of the Properties by the James City Service Authority. Contents

(d)        Exceptions. In certain special circumstances, the Declarant and/or Board of Directors may issue variances exempting a particular Lot or Parcel from any of the provisions of this Article VII. Contents

(e)        Irrigation. Subject to the rights retained by Declarant in Section 8.7, no sprinkler or irrigation system of any type which draws upon water from creeks, streams, rivers, lakes, ponds, wetlands, canals or other wound or surface waters within the Properties shall be installed, constructed or operated within the Properties without the written approval of Declarant, except that the Association shall have the right to draw upon water from such water bodies for irrigation of the Common Area, the Limited Common Area and/or the Neighborhood Common Area. All sprinkler and irrigation systems shall be subject to approval in accordance with Section 6.5 of this Declaration. Provided, however, this paragraph shall not apply to the Declarant, and may not be amended without Declarant’s written consent so long as Declarant has the right to add property in accordance with Article II. Contents

 (f) Lakes and Water Bodies. The Association shall not be responsible for any loss, damage or injury to any person or property arising out of the authorized or unauthorized use of lakes, ponds, streams or other water bodies within the Properties. Contents

(g)        Permitted Uses. Except as otherwise provided in the Governing Documents (including without limitation any applicable Supplemental Declaration), no Lot shall be used for other than residential purposes except as designated by the Declarant or as set forth below. Nothing in the Governing Documents shall be construed to prohibit the Declarant, the Landowners, or their respective designees from using any Lot owned by the Declarant or any Landowner (or any other Lot with the permission of the Owner thereof) or any portion of the Common Area, Limited Common Area or Neighborhood Common Area for promotional, marketing, display or customer service purposes (such as a visitors’ center) or for the settlement of sales of Lots. Further, the Declarant and the Landowners specifically reserve the right to operate a construction office or a rental, brokerage and management office at any time on Lots owned or leased by the Declarant and/or a Landowner (or any other Lot with the permission of the Owner thereof) and on any portion of the Common Area, Limited Common Area or the Neighborhood Common Area, to the extent permitted by law. The Declarant and the Landowners may assign their respective rights under this section to, or share such rights with, one or more other Persons, exclusively, simultaneously or consecutively with respect to the Common Area, Limited Common Area or the Neighborhood Common Area and Lots owned or leased by the Declarant, the Landowners or such persons. Contents

(h)        Hazardous Uses: Waste. Nothing shall be done or kept on the Properties which will increase the rate of insurance applicable for permitted uses for the Common Area, Limited Common Area, the Neighborhood Common Area or any part thereof 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 Properties which will result in the cancellation of any insurance on the Common Area, Limited Common Area, the Neighborhood Common Area or any part thereof or which would be in violation of any law, regulation or administrative ruling. No vehicle of any size which transports inflammatory or explosive cargo may be kept or driven on the Properties at any time. Each Owner shall comply with all federal, state and local statutes, regulations, ordinances, or other rules intended to protect the public health and welfare as related to land, water, groundwater, air or other aspects of the natural environment (the “Environmental Laws’). Environmental Laws shall include, but are not limited to, those laws regulating the use, generation, storage or disposal of hazardous substances, toxic wastes and other environmental contaminants (collectively, the “Hazardous Materials”). No Owner shall knowingly use, generate, manufacture, store, release, dispose of or knowingly permit to exist in, on, under or about such Owner’s Lot, the Common Area, the Limited Common Area, the Neighborhood Common Area, or any portion of the Properties, or transport to or from any portion of the Properties any Hazardous Materials except in compliance with the Environmental Laws. No waste shall be committed on the Common Area, Limited Common Area or the Neighborhood Common Area. Contents

(i)         Lawful Use. No improper, offensive or unlawful use shall be made of the Properties or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof relating to any portion of the Properties shall be complied with, by and at the sole expense of the Owner, the Association, the Declarant or any owners association or condominium unit owners association, whichever shall have the obligation for the upkeep of such portion of the Properties, and, if the Association, then the cost of such compliance shall be included in the General Assessment, Neighborhood Assessment or Limited Common Expense Assessment, as appropriate. Contents

(j)     Emissions. There shall be no emissions of dust, sweepings, dirt, cinders, odors, gases or other substances into the atmosphere except for normal residential chimney emissions, no production, storage or discharge of Hazardous Materials on the Properties or discharges of liquid, solid wastes or other environmental contaminants 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 Properties or may adversely affect the health, safety or comfort of any person. The foregoing sentence shall not apply to dust, mud, dirt and construction debris emitted by or in connection with •the construction of Improvements by Declarant, a Landowner or a Parcel Developer. Contents

(k) Noise. No person shall cause any unreasonably loud noise (except for security devices) anywhere on the Properties, nor shall any person permit or engage in any activity, practice or behavior for the purpose of causing annoyance, discomfort or disturbance to any person lawfully present on any portion of the Properties. The foregoing sentence shall not apply to the noise emitted by or in connection with the construction of Improvements by Declarant, a Landowner or a Parcel Developer. Contents

(l)         Obstructions. No person shall obstruct any of the Common Area, Limited Common Area, Neighborhood Common Area, or otherwise impede the rightful access of any other person on any portion of the Properties upon which such person has the right to enter. No person shall place or cause or permit anything to be placed on or in any of the Common Area, Limited Common Area or Neighborhood Common Area without the approval of the Board of Directors of the Association. Nothing shall be altered or constructed in or removed from the Common Area, Limited Common Area or Neighborhood Common Area except with the prior written approval of the Board of Directors. Contents

(m)       Association Property. The Common Area, Limited Common Area and Neighborhood Common Area shall he 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, Limited Common Area and Neighborhood Common Area shall be used only for their intended purposes. Except as otherwise expressly authorized pursuant to Sections 4.2, 4.3 and 4.4 hereof or otherwise provided in the Governing Documents, no Owner shall make any private, exclusive or proprietary use of any of the Common Area, Limited Common Area or Neighborhood Common Area without the prior written approval of the Board of Directors and then only on a temporary basis. Contents

 (n)       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 Board of Directors. Contents

(o)        Signs. Except for such signs as may be posted by the Declarant or a Landowner for promotional or marketing purposes or by the Association, no signs of any character shall be erected, posted or displayed in a location that is visible from the Common Area, Limited Common Area, Neighborhood Common Area or any other Lot, except as otherwise expressly permitted in the Rules and/or the guidelines adopted from time to time by the Architectural Review Board. Contents

(p)        Trash. Except in connection with construction activities, no burning of any trash and no accumulation or storage of litter, refuse, bulk materials, building materials, garbage, or trash of any other kind shall be permitted on any Lot. Trash containers shall not be permitted to remain in public view from the Common Area, Neighborhood Common Area, or another Lot except on days of trash collection and as provided in the Rules. Trash, leaves and other materials shall not be burned in violation of local ordinances. No incinerator shall be kept or maintained upon the Properties without the prior written approval of the Board of Directors. All trash collection and removal shall be in accordance with the Rules. Contents

(q)        Landscaping: Sightlines. No tree, hedge or other landscape feature shall be planted or maintained in a location which obstructs sight-lines for vehicular traffic on public streets. 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 maintenance 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 unreasonably change, obstruct or retard direction or flow of any drainage channels. No water pipe, sewer pipe, gas pipe, drainage pipe, television cable, electrical wire, or other similar transmission line shall be installed or maintained upon any Lot above the surface of the ground. Contents

(r)         Vegetation. No live frees with a diameter in excess of five (5) inches, measured three (3) feet above ground, nor trees in excess of three (3) 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 25 percent (25%) gradient or marked ‘no cut’ areas on approved site plans may be cut without prior approval of the Architectural Review Board. The Board of Directors may set rules for cutting of frees to allow for selective clearing or cutting. Contents

(s)         Temporary Structures. No structure of a temporary character, such as, by way of illustration and not limitation, trailers, tents, shacks, barns, pens, kennels, runs, stables, sheds not anchored on foundations or other temporary accessory buildings shall be erected, used or maintained on any Lot except in connection with construction activities or otherwise specifically permitted in the Rules. The guidelines adopted by the Architectural Review Board, from time to time, may contain further limitations with respect to permanent accessory structures which may be erected, used or maintained on any Lot. Contents

 (t)        Fences. Except for any fence installed by the Declarant or the Association, no fence shall be installed except in conformance with standards established therefore and with the written approval of the Architectural Review Board. No chain link fencing will be permitted on the Properties; provided, however, that the Declarant or its designees may erect a chain link fence for the temporary storage of building materials, for the protection of building sites or around swimming pools or ponds. Contents

(u)        Vehicles. Except in connection with construction activities, no trucks, trailers, campers, recreational vehicles, boats or other large vehicles, including grounds maintenance equipment, may be parked on any portion of the Common Area, Limited Common Area, the Neighborhood Common Area, or any portion of a Lot visible from the Common Area, Limited Common Area, the Neighborhood Common Area or any other Lot or on any public right-of-way within or adjacent to the Properties, unless expressly permitted by the Board of Directors and only in such parking areas or for such time periods (if any) as may be designated for such purpose. Parking of all such vehicles and related equipment, other than on a temporary and non-recurring basis, shall be in garages or screened enclosures approved by the Architectural Review Board or in areas, if any, designated in the Rules. All vehicles must be parked so as not to impede traffic or damage vegetation. No junk or derelict vehicle or other vehicle on which current registration plates and current city and state inspection permits are not displayed shall be kept upon any portion of the Common Area, Limited Common Area, Neighborhood Common Area, or any portion of a Lot visible from the Common Area, Limited Common Area, Neighborhood Common Area, or another Lot. Vehicle repairs and storage of vehicles are not permitted, except in accordance with the Rules; provided, however, that noncommercial repair of vehicles is permitted within enclosed structures. All motor vehicles including, but not limited to, trail bikes, motorcycles, dune buggies, and snowmobiles shall be driven only upon paved streets and parking areas. No motor vehicles shall be driven on community trails, pathways or unpaved portions of the Common Area, Limited Common Area or Neighborhood Common Area, except such vehicles as are authorized by the Board of Directors as needed to maintain, repair, or improve the Common Area, Limited Common Area or Neighborhood Common Area, and except motorized wheelchairs or other devices to assist the disabled. This prohibition shall not apply to normal vehicular use of designated streets, and alleys constructed on the Common Area, Limited Common Area or Neighborhood Common Area. Contents

(v)  Timeshares. No Lot shall be subjected to or used for any timesharing, cooperative, licensing or other arrangement that would entail weekly, monthly, or any other type of revolving or periodic occupancy by multiple Owners, cooperators, licensees, or timesharing participants. Contents

(w)  Professional Offices. No Lot containing a dwelling unit shall be used for any business, commercial, manufacturing, mercantile, storing, vending or other non-residential purpose; provided, however, that an Owner may maintain a home occupation as permitted by the County of James City, Virginia and may maintain an office in the dwelling constructed on such Owner’s Lot if (i) such occupation or office generates no significant number of visits (as determined by the Board of Directors) by clients, customers or other persons related to the business, (ii) no equipment or other items related to the business are stored, parked or otherwise kept on such Owner’s Lot or the Properties outside of an approved enclosure, and (iii) such Owner has obtained approvals for such use as may be required by the County of James City, Virginia. As a condition to such use, the Board of Directors may require the Owner to pay any increase in the rate of insurance or other costs for the Association which may result from such use. Contents

(x)  Animals. The maintenance, keeping, boarding or raising of animals, livestock, poultry or reptiles of any kind, regardless of number, is prohibited on any Lot or upon the Common Area, Limited Common Area or Neighborhood Common Area, except that the keeping of guide animals and orderly domestic pets (e.g., dogs, cats or caged birds) without the approval of the Board of Directors, is permitted, subject to the Rules; provided, however, that such pets are not kept or maintained for commercial purposes or for breeding and that any such pet causing or creating a nuisance or unreasonable disturbance or noise may be permanently removed from the Properties upon ten (10) days written notice from the Board of Directors. Pets shall not be permitted upon the Common Area, Limited Common Area or Neighborhood Common Area unless accompanied by someone who can control the pet and unless carried or leashed. Pet droppings shall be removed by the Owner of the pet. Any Owner who keeps or maintains any pet upon any portion of the !properties agrees to indemnify and hold the Association, each Owner and the Declarant free and harmless from any loss, claim or liability of any kind or character whatever arising by reason of keeping or maintaining such pet within the Properties. All pets shall be registered and inoculated as required by law. Contents

(y)  Clothes Drying Equipment. Only such clotheslines or other clothes drying apparatus expressly permitted under, and meeting the criteria set forth in, the Rules, shall be permitted outside of an enclosed structure on any Lot. Contents

(z)  Mailboxes and Newspaper Tubes. Only mailboxes and newspaper tubes approved by the Architectural Review Board shall be permitted. The~ Architectural Review Board may adopt specific criteria applicable to mailboxes and newspaper tubes, and such criteria may vary by Neighborhood. Contents

(aa) Lighting. No exterior lighting shall be directed outside the boundaries of any Lot. All exterior lighting requires pre-approval by the Architectural Review Board prior to installation. Contents

(bb) Pools. No above-ground swimming pool shall be erected or maintained on any Lot. No in-ground swimming pool shall be erected or maintained on any Lot unless approved by the Architectural Review Board and enclosed by a fence which has been approved by the Architectural Review Board. Contents

(cc) Construction Activities. This section shall not be construed as forbidding any work involved in the construction or maintenance of any portion of the Properties so long as such work is undertaken and carried out (i) with the minimum practical disturbance to persons occupying other portions of the Properties; (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, any architectural guidelines, the resolutions of the Board of Directors and the other provisions of this Declaration. The Architectural Review Board may approve temporary structures for construction purposes which may otherwise be in violation of the Governing Documents or the Rules. Contents

(dd) Leasing. No dwelling unit located on a Lot or any portion thereof shall be used or occupied for transient or hotel purposes or in any event leased for an initial period of less than twelve (12) months; provided, however if a Parcel is developed for residential apartment use or an assisted or special care use, wherein the Owners Parcel is not subdivided into Lots, such use may be for a period of less than twelve (12) months. No portion of any dwelling unit (other than the entire dwelling unit) shall be leased for any period. No Owner shall lease a Lot other than on a written form of lease: (1) requiring the lessee to comply with the Governing Documents and the Rules; and (2) providing that failure to comply with such documents constitutes a default under the lease. Contents

(ee) Archaeological Finds. Subject to applicable state and federal law regarding archaeological finds, all archaeological materials found within the Properties belong to the Association. Upon discovery of archaeological materials during periods of construction or otherwise, the Owner of a Lot shall immediately notify the Board of Directors and cease construction activity. The Board of Directors shall have ten (10) days to notify& the Owner if it intends to exercise the Associations right under this section. Thereafter, the Board of Directors shall have a period of sixty (60) days to remove the archaeological materials without compensation to the Owner for the archaeological materials, the use of the Lot or delay in construction. The Association shall not be obligated to remove archaeological materials nor be held liable for failure to remove such materials. Contents

(ff) Septic Tanks. No septic tank shall be installed, used, or maintained on any Lot.

Section 7.2. Maintenance of Property.

(a) Owner Obligation. To the extent that exterior maintenance is not provided for in a Supplemental Declaration, each Owner shall keep all Lots and Parcels owned by him, and all improvements therein or thereon, in good order and repair, free of debris, all in a manner and with such frequency as is acceptable to the Association and consistent with a first-quality development, any Rules adopted by the Association, and the Architectural Guidelines adopted by the Association. Contents

(b) Reconstruction and Repair. If a building or other major improvement located upon a Lot or Parcel is damaged or destroyed, the Owner thereof 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 Properties. Unless the Architectural Review Board permits a longer time period, such work must be commenced within sixty (60) days after the date of the casualty and substantially completed within twelve (12) months after the date of the casualty. Contents

(c) Failure to Maintain. In the event an Owner shall fail to maintain his Lot or Parcel and the improvements situated thereon as provided herein, the Association, after notice to the Owner and approval of the Board of Directors shall have the right to enter upon such Lot or Parcel to correct such failure. MI costs related to such correction shall become a special assessment upon such Lot or Parcel and as such shall be regarded as any other assessment with respect to lien rights of the Association and remedies provided herein for non-payment. Contents

Section 7.3.     Sales by Parcel Developers and Resales of Lots by Owners Other Than Declarant and Landowners. Upon the acquisition of record title to a Lot from either (i) a Parcel Developer or (ii) an owner other than Declarant or a Landowner, an administrative fee in an amount set from time to time by the Board of Directors, which amount shall initially be $100.00, shall be paid to the Association by or on behalf of the purchaser of the Lot. Such administrative fee shall be deposited in the purchase and sales escrow at settlement and shall be disbursed therefrom to the Association. Contents

Section 7.4. Security. Neither the Association, any Landowner, nor Declarant shall be held liable for any loss or damage by reason of failure to provide security or ineffectiveness of security measures undertaken. All Owners, tenants, guests, and invitees of any Owner, as applicable, acknowledge that the Association, Declarant and the Landowners, and committees established by any of the foregoing entities, are not insurers and that each Owner, tenant, guest, and invitee assumes all risk or loss or damage to persons, to structures or other improvements situated on Lots and Parcels, and to the contents of any Improvements situated on Lots and parcels and further acknowledge that Declarant and the Landowners have made no representations or warranties, nor has any Owner, tenant, guest, or invitee relied upon any representations or warranties, expressed or implied, including any warranty or merchantability or fitness for any particular purpose relative to any security measures recommended or undertaken. Contents

ARTICLE VII
EASEMENTS

Section 8.1. Utility Easements. Declarant and each Landowner, as to the portion of the Properties owned by such Landowner, reserve perpetual easements, rights and privileges to install, maintain, repair, replace and remove poles, wires, cables, conduits, pipes, mains, pumping stations, siltation basins, tanks and other facilities, systems and equipment for the conveyance and use of electricity, telephone service, sanitary and storm sewer, water, gas, cable television, drainage and other public conveniences or utilities, upon, in or over those portions of the Properties (including Lots, Parcels, Common Areas, Limited Common Areas and Neighborhood Common Areas) as Declarant, the Landowners and their respective successors or assigns may consider to be reasonably necessary (the “Utility Easements’). However, after Declarant or a Landowner ceases to be the Owner of a Lot or Parcel, no Utility Easements shall be placed on the portion of such Lot or Parcel on which is already located a building which was either constructed by Declarant or a Landowner or approved by the Architectural Review Board or on which a building is to be located pursuant to Plans approved by the Architectural Review Board or on any portion of a Lot which is not described or shown as an easement area on a recorded subdivision plat or Supplemental Declaration applicable to such Lot or Parcel. The Utility Easements shall include the right to cut trees, bushes or shrubbery and such other rights as Declarant or the applicable governmental authority or utility company providing the utilities may require. The utility lines installed pursuant to the Utility Easements may be installed above or below ground, except as otherwise provided in any Supplemental Declaration. Declarant and each Landowner shall have the right to convey Utility Easements to other Owners, to Parcel Developers, to governmental authorities or utility companies, to the Association and to any other party or parties. Contents

Section 8.2. Erosion Control. Declarant reserves a perpetual easement, right and privilege to enter upon any Lot, Parcel, Common Area, Limited Common Area or Neighborhood Common Area, and the Association is granted a perpetual easement, right and privilege to• enter upon any Lot or Parcel, either before or after a building has been constructed thereon or during such construction, for the purpose of taking such erosion control measures as Declarant or the Association deems necessary to prevent or correct soil erosion or siltation thereon; provided, however, that Declarant or the Association shall not exercise such right unless it has given the Owner of the Lot or Parcel or the Association (as to the Common Area and the Neighborhood Common Area) at least ten days prior notice thereof and the Owner or the Association, as the case may be, has failed to take appropriate action to correct or prevent the erosion or siltation problem. The cost incurred by the Association or by Declarant in undertaking such erosion control measures on any Lot or Parcel shall become a special assessment on such Lot or Parcel and shall constitute a lien against such Lot or Parcel and shall be collectible in the manner provided herein for the payment of assessments. This Section shall not apply to Lots or Parcels owned by Declarant. Contents

Section 8.3. Maintenance of Lots and Parcels. Declarant reserves the perpetual easement, right and privilege, and the Association is granted the perpetual easement, right and privilege, to enter on any Lot or Parcel, after at least five days notice to the Owner thereof, for the purpose of mowing, removing, clearing, cutting or pruning underbrush, weeds or other unsightly growth, dispensing pesticides, herbicides and fertilizer and grass seed, removing trash and taking such other action as the Declarant or the Association may consider necessary to correct any condition which detracts from the overall beauty of the Properties or which may constitute a hazard or nuisance. The cost incurred by the Association in taking such action (including any overhead costs associated therewith) shall constitute a special assessment on the Lot or Parcel and shall be collectible in the manner provided herein for the payment of assessments. This Section shall not apply to Lots or Parcels owned by Declarant. Contents

Section 8.4. Construction Easements and Rights. Notwithstanding any provision of this Declaration or of any Supplemental Declaration, so long as any of the Landowners are engaged in developing or improving any portion of the Properties or the Additional Area, each Landowner shall have an easement of ingress, egress and use over any lands not conveyed to an Owner for (i) movement and storage of building materials and equipment, (ii) erection and maintenance of directional and promotional signs and (iii) conduct of sales activities, including maintenance of model residences. Contents

Section 8.5. Right of Entry for Governmental Personnel. A right of entry on any Common Area, Limited Common Area and Neighborhood Common Area is hereby granted to personnel of the County of James City in the lawful performance of their official duties, including but not limited to: law enforcement officers and fire and rescue personnel as needed to lawfully carry out theft duties, including but not limited to enforcement of cleared emergency vehicle access; public utility and public works vehicles in the performance of their installation, maintenance and repair duties; and inspections personnel for the purpose of reviewing the Association’s proper maintenance of the Common Area, Limited Common Area and Neighborhood Common Area. Contents

Section 8.6. Easement for Landscaping, Signs and Related Purposes. There shall be and is hereby reserved to Declarant for so long as it retains its rights as Declarant, to each Landowner, as to those portions of the Properties owned by such Landowner, and to the Association, a non-exclusive easement over all Lots, Parcels, Common Area, Limited Common Area and Neighborhood Common Area for a distance of twenty (20) feet behind any Lot or Parcel line which parallels, and is adjacent to, a street (whether public or private) for the purpose of erecting and maintaining street intersection signs, directional signs, temporary promotional signs, plantings, street lights, entrance features and/or “theme areas,” lighting, stone, wood, or masonry wall features and/or related landscaping. Exercise of this easement shall be with the consent of the Owner of the affected Lot or Parcel, or the Architectural Review Board if such Owner does not consent. Contents

Section 8.7. Easement for Use of Water Bodies and Irrigation. There is hereby reserved by the Declarant and by each Landowner, as to those portions of the Properties owned by such Landowner, a perpetual easement and right to use all lakes, ponds, creeks or water bodies lying within the Common Area, Limited Common Area or Neighborhood Common Area for the purposes of irrigation of other parcels now, or in the future, owned by Declarant, the Landowners or third parties. Contents

If Declarant or any of the Landowners develop a commercial park, with commercial, office, industrial or retail sites, or any combination thereof, Declarant or such Landowner(s) may irrigate all or portions of these parcels with water drawn from the lakes, ponds, creeks and other water bodies lying within the Common Area, Limited Common Area and Neighborhood Common Area. Declarant further retains: (i) the right to lay, install, construct and maintain an irrigation system, including underground irrigation lines, over all Common Areas, Limited Common Areas and Neighborhood Common Areas or landscaping easement areas granted to the Association for the purpose of providing irrigation to other parcels which may or may not be a part of the Properties, and (ii) the right to enter onto the Common Area, Limited Common Area and Neighborhood Common Area and to maintain the lakes, ponds, creeks or water bodies as may be necessary to insure that all such water bodies continue to provide a sufficient source of water to satisfy the irrigation needs described in this section. Nothing described in this section shall impose any obligation on Declarant to maintain the lakes, ponds, creeks or water bodies, such obligation being the obligation of the Association. Contents

Pursuant to Section 9.11, Declarant and each Landowner shall have the right to transfer all or a portion of the rights retained by Declarant and the Landowners under this section to third parties, including (i) the owners and their successors-in-interest of any lots within any commercial office park; or (ii) one or more commercial office park owners association(s), developed on parcels contiguous to the Properties. Contents

Section 8.8. Easement for Encroachment. Each Lot, each Parcel, the Common Areas, the Limited Common Areas and the Neighborhood Common Areas are hereby declared to have an easement over all adjoining Lots, all adjoining Parcels, the Common Areas, the Limited Common Areas and any Neighborhood Common Areas for the purpose of accommodating any encroachment due to engineering errors, errors in original construction, settlement or shifting of a building, or any other similar cause, and any encroachment due to building overhang or projection. There shall be valid easements for the maintenance of said encroachments so long as they shall exist, and the rights and obligations of Owners shall not be altered in any way by said encroachment, settling or shifting; provided, however, that in no event shall a valid easement for encroachment be created in favor of an Owner or Owners if said encroachment occurred due to the willful act or acts with full knowledge of said Owner or Owners. In the event a structure on any Lot or Parcel is partially or totally destroyed, and then repaired or rebuilt, the Owners of each Lot or Parcel agree that minor unintentional encroachments over adjoining Lots shall be permitted, and that there shall be valid easements for the maintenance of said encroachments so long as they shall exist.  Contents-

Section 8.9. Easements to Serve Additional Area. The Declarant and each Landowner, as to those portions of the Properties owned by such Landowner, hereby reserve for themselves and their respective duly authorized agents, representatives, employees, successors, assigns, licensees, and mortgagees, an easement over the Common Area and Neighborhood Common Area for the purposes of enjoyment, use, access, and development of the property described in Exhibit B, whether or not such property is made subject to this Declaration. This easement includes, but is not limited to, a right of ingress and egress over the Common Area, Neighborhood Common Area and Limited Common Area for construction of roads and for connecting and installing utilities on such property. Declarant and each Landowner agree that it and its respective successors and assigns shall be responsible for any damage caused to the Common Area, Neighborhood Common Area and Limited Common Area as a result of vehicular traffic connected with development of such property, Declarant and each Landowner further agree that if the easement is exercised for permanent access to such property and such property or any portion thereof is not made subject to this Declaration, the Declarant, the Landowner, and their respective successors and assigns shall enter into a reasonable easement agreement with the Association to share the cost of maintenance of any access roadway serving such property. Contents

 
ARTICLE IX
GENERAL PROVISIONS

Section 9.1. Duration. The covenants and restrictions of this Declaration shall mu with and bind the Properties for a term of twenty-five (25) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of twenty-five (25) years, unless at the expiration of any such period the covenants and restrictions are expressly terminated by an instrument signed by Owners of seventy-five percent (75%) of the Lots and Parcels. Notwithstanding the foregoing, the provisions of Section 4.2, Article VIII and Section 8.5 shall be perpetual. Contents

Section 9.2. Amendments. Except as otherwise set forth in this Declaration arid subject to Section 10.4 of the Bylaws, this Declaration may be amended either (i) by Declarant without the consent of any other Owners in order to correct typographical errors, inconsistent references, scriveners errors, grammatical mistakes, and incorrect or ambiguous punctuation, for so long as Declarant’s Class B membership continues or (ii) by a vote of two-thirds of the sum of: (A) the Class A votes (including Declarant as to Class A votes held by Declarant), plus (B) the Class B votes (if any). Notwithstanding the foregoing, the provisions of Articles II and VIII and Sections 3.2, 4.7, 5.8, and this Section 9.2 may not be amended in any event without the written consent of Declarant regardless of whether the Class B membership has terminated, and the provisions of Section 8.5 may not be amended without the consent of the Board of Supervisors of the County of James City, Virginia. In addition, Declarant shall have the right without the consent of any other Owners to amend this Declaration in any respect as may be necessary or appropriate in order for this Declaration or the Properties to comply with applicable laws now or hereafter enacted or to satisfy the requirements of any Federal Mortgage Agency, including, without limitation, the Veterans Administration, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the U.S. Development of Housing and Urban Development, as the same may be amended from time to time, with respect to their purchase or guaranty of mortgage loans secured by Lots. Contents

Section 9.3. Enforcement. Declarant, each Landowner, the Association or any Owner shall have the right to enforce, by any proceeding at law or in equity, all restrictions, easements, conditions, convents, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration or any Supplemental Declaration. Without limiting the generality of the foregoing, if any Owner fails to comply with any of the provisions of this Declaration or any Supplemental Declaration and such failure continues for at least five (5) days after notice thereof is given to the Owner, then either Declarant or the Association may, but without any obligation to do so, take such action as either of them considers necessary or appropriate (including, without limitation, entering the Owner’s Lot or Parcel) to correct the noncompliance; provided, however, that judicial proceedings are instituted before any Improvements are subsequently altered or demolished. The cost incurred in taking such action shall constitute a special assessment upon the Owner’s Lot(s) arid/or Parcel(s) and shall be collectible in the manner provided herein for the payment of assessments. Failure by the Declarant, a Landowner, the Association or any Owner to enforce any provision of this Declaration or any Supplemental Declaration shall in no event be deemed a waiver of the right to do so thereafter. Contents

Section 9.4. Limitations. As long as the Declarant and/or any of the Landowners has an interest in developing the Properties, any commercial property adjacent to the Properties and/or the Additional Area,. the Association may not use its financial resources to defray any costs of opposing the development activities so long as they remain consistent with the general intent of this Declaration. Nothing in this Section shall be construed to limit the rights of Members to act as individuals or in affiliation with other Members or groups. Contents

Section 9.5. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Contents

Section 9.6. Conflict. In the event of conflict among the Governing Documents, this Declaration shall control, then applicable Supplemental Declarations, then the Articles, then the Bylaws except that in all cases where the Governing Documents may be found to be in conflict with statute, the statute shall control. Contents

Section 9.7. Interpretation. Unless the context otherwise requires, the use of the singular shall include the plural and vice versa; the use of one gender shall include all genders; and the use of the term “including” shall mean “including, without limitation.” The headings used herein are for indexing purposes only and shall not be used as a means of interpreting or construing the substantive provisions hereof. Contents

Section 9.8. Use of the Words “Stonehouse Owners Foundation. No person or entity shall use the words “Stonehouse Owners Foundation” or any derivative thereof in any printed or promotional material without the prior written consent of Declarant. Contents

Section 9.9. [RESERVED].

Section 9.10. Approvals and Consents. All approvals and consents required or permitted by this Declaration (other than approvals or consents given by Members in a vote conducted in accordance with the Bylaws) shall be in writing, shall be signed by the party from whom the consent or approval is sought and, unless otherwise provided herein, may be withheld by such party in its sole discretion. Contents

Section 9.11. Assignment of Declarant’s Rights. Any and all rights, powers, easements and reservations of Declarant set forth herein may be assigned in whole or in part, at any time or from time to time, to the Association, to a Landowner, to another Owner, to a Parcel Developer or to any other party in Declarant’s sole discretion. Each such assignment shall be evidenced by an instrument which shall be signed by Declarant and its assignee and recorded in the Clerk’s Office. Contents

Section 9.12. Successors and Assigns. The provisions hereof shall be binding upon and shall inure to the benefit of Declarant, the Landowners, the Association and (subject to Article II hereof) the Owners and their respective heirs, legal representatives, successors and assigns. Contents

Section 9.13. Compliance with Property Owners Association Act. The Association shall be subject to and comply with the Virginia Property Owners’ Association Act as set out in §55-509 et. seq., in the Code of Virginia, as amended. Contents

 
ARTICLE X
DISSOLUTION OF THE ASSOCIATION

The Association may be dissolved at a duly held meeting at which a quorum is present upon the vote of more than two-thirds (2/3) of the votes, in person or by proxy, of the Class A members and the vote of the Class B member. Prior to dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be offered for dedication to the locality in which they are situated. In the event that such dedication is refused acceptance upon dissolution, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to similar purposes. Contents

 
ARTICLE XI
NOTICES

All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall either be delivered in person or sent by overnight express courier or by U.S. first class mail, postage prepaid. Notices to the Declarant and to the Landowners shall be sent to Stonehouse at Williamsburg, LLC, do Kaufman & Canoles, 4801 Courthouse Street, Suite 300, P. 0. Box 6000, Williamsburg, Virginia 23188 Attention: Kenneth G. McDermott; with a copy to Elizabeth L. White, Esq., Kaufman & Canoles, 4801 Courthouse Street, Suite 300, P.O. Box 600Q, Williamsburg, Virginia 23188; or to such other address as the Declarant shall specify by executing and recording an amendment to this Declaration, which amendment shall not require the approval of any other parties as provided in Section 9.2. Notices to the Association or to Owners (other than Declarant and the Landowners) may be sent to the address which the Bylaws provide shall bet used for them. All such notices, demands, requests and other communications shall be deemed to have been given when sent to the appropriate address specified above. Rejection or other refusal to accept shall not invalidate the effectiveness of any notice, demand, request or other communication. Notwithstanding the foregoing, any notice of the filing of a memorandum of assessment lien shall be sent in the manner required by § 55-5 16C of the Virginia Code. Contents

WITNESS the following signatures and seals as of the date first above written.

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