TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1 Definitions 5

ARTICLE II PROPERTY SUBJECT TO THIS DECLARATION;
NAME OF THE COMMUNITY
Section 2.1 The Property 8
Section 2.2 Name of Community 8
Section 2.3 Applicability of the Uniform Planned Community ct 8

ARTICLE III DESCRIPTION OF UNITS AND COMMON ELEMENTS
Section 3.1 Boundaries 8
Section 3.2 Maximum Units 9
Section 3.3 Description of Common Elements 9

ARTICLE IV MEMBERSHIP AND VOTING RIGHTS IN THE
ASSOCIATION; PERIOD OF DECLARANT CONTROL
Section 4.1 Membership 9
Section 4.2 Allocation of Voting Rights and Common Expense
Liability 9
Section 4.3 Period of Declarant Control 10

ARTICLE V PROPERTY RIGHTS IN THE COMMON FACILITIES
Section 5.1 Members' Easements of Enjoyment 11
Section 5.2 Title to Common Facilities 11
Section 5.3 Extent of Members' Easements 11
Section 5.4 Notification of Parkland Use 13
Section 5.5 Declarant's Easement to Construct 13

ARTICLE VI COVENANT FOR MAINTENANCE ASSESSMENTS
Section 6.1 Creation of the Lien and Personal Obligations of
Assessments 13
Section 6.2 Purpose of Assessments 14
Section 6.3 Special Assessments for Capital Improvements 14
Section 6.4 Notice and Quorum for Any Action Authorized
Under Section 6.3 15
Section 6.5 Uniform Rate of Assessment 15
Section 6.6 Effect of Nonpayment of Assessments:
Remedies of the Association 15
Section 6.7 Lien Priority and Divestiture 17
Section 6.8 Exempt Property 17
ARTICLE VII RESTRICTIONS ON COMMON FACILITIES
Section 7.1 Uses 17
Section 7.2 Subdivision of Common Facilities 17
Section 7.3 Landscaping and Planting 17
Section 7.4 Trees 17
Section 7.5 Fences 18
Section 7.6 Easements 18

ARTICLE VIII MAINTENANCE OF COMMON FACILITIES AND
CONTROLLED FACILITIES
Section 8.1 Maintenance Responsibility 18
Section 8.2 Maintenance of Common Facilities 19
Section 8.3 No Interference with Controlled Facilities 19

ARTICLE IX EFFECT OF NON-MAINTENANCE OF COMMON FACILITIES AND CONTROLLED FACILITIES BY ASSOCIATION
Section 9.1 Right of Municipality 19
Section 9.2 Offer to Municipality 20
Section 9.3 No Liability of Township 20

ARTICLE X RESTRICTIONS ON INDIVIDUAL LOTS
Section 10.1 Compliance with Final Plan 20
Section 10.2 Residential Use 20
Section 10.3 Prohibition of Use of Garages 21
Section 10.4 No Further Subdivision 21
Section 10.5 Industrial, Manufacturing Uses 21
Section 10.6 Parking of Certain Vehicles 21
Section 10.7 Swimming Pools 21
Section 10.8 Rubbish, Trash and Garbage 21
Section 10.9 Clotheslines and Laundry 22
Section 10.10 Lot Owners' Landscaping Obligations 22
Section 10.11 Motorbikes and Unlicensed Vehicles 22
Section 10.12 Storm Water Maintenance Obligations 22
Section 10.13 Application of Municipal Ordinances 22
Section 10.14 Review of Plans and Proposed Improvements 23
Section 10.15 Responsibility of Review / Architectural Review Committee... 23
Section 10.16 Delegation of Rights and Duties 23
Section 10.17 Applicability to Declarant 24

ARTICLE XI RETENTION OF SPECIAL DECLARANT RIGHTS
Section 11.1 Reservation of Access Easement 24
Section 11.2 Reservation of Rights for Future Easements 24
Section 11.3 Offices and Models 24
Section 11.4 Signs 25
Section 11.5 Executive Board 25
Section 11.6 Indemnification from Liability for Use of Streets and/or
Easements 25
Section 11.7 Capital Reserve Fund Contribution at Purchase 25

ARTICLE XII GENERAL PROVISIONS
Section 12.1 Duration and Amendment 26
Section 12.2 Exceptions to General Amendment Process 26
Section 12.3 Recordation of Amendments 26
Section 12.4 Technical Corrections 26
Section 12.5 Recording Data for Easements and Licenses 27
Section 12.6 Indemnification of Officers, Executive Board and
Committee Members 27
Section 12.7 Notices 27
Section 12.8 Enforcement 27
Section 12.9 Severability 28

LIST OF EXHIBITS 30

DECLARATION OF COVENANTS, RESTRICTIONS,
EASEMENTS, CHARGES AND LIENS
FOR KENMARA

THIS DECLARATION, made this day of 1998, by ROUSE/CHAMBERLIN LTD., a Pennsylvania Limited Partnership, hereafter referred to as "Declarant."

WITNESSETH:

WHEREAS, Declarant is the owner by virtue of Deed dated January 28, 1998, and recorded in the Chester County Recorder of Deeds Office in Record Book 4295, page 1976, of real property referred to in Article 11 and more fully described in Exhibit "A" of this Declaration, and desires to develop thereon a residential Community to be known as "KENMARA" with Common Elements and Storm Water Management Facilities for the benefit of the said Community; and

WHEREAS, Declarant desires to provide for the preservation of the values and amenities in said Community and for the maintenance of said Common Elements and, to this end, desires to subject the real property referred to in Article 11 and described in Exhibit "A" of this Declaration, to the covenants, restrictions, easements, charges and liens, hereinafter set forth, each and all of which is and are for the benefit of said property and each subsequent owner thereof; and

WHEREAS, Declarant has deemed it desirable, for the efficient preservation of the values and amenities in said Community, to create an entity to be known as "KENMARA HOMEOWNERS ASSOCIATION" to which shall be delegated and assigned the powers of maintaining and administering the open space areas and other common facilities, administering and enforcing the covenants and restrictions and levying, collecting and disbursing the assessments and charges hereinafter created; and

WHEREAS, Declarant has incorporated or intends to incorporate under the laws of the Commonwealth of Pennsylvania as a non-profit corporation the "KENMARA HOMEOWNERS ASSOCIATION" for the purposes of exercising the functions aforesaid; and

WHEREAS, this Declaration is intended to be a master document governing the ownership and use of all of the Lots and Common Facilities which collectively constitute the Property, and of the Controlled Facilities which, together with the Common Facilities, constitute the Common Elements.

WHEREAS, the governing body of the Association has determined to amend and restate this Declaration, and the Declaration as amended and restated shall supercede in its entirety the Declaration of Covenants, Restrictions, Easements, Charges and Liens that was filed in the Chester County Recorded of Deeds Office on January 28, 1998, at Book 4295, page 1986.

NOW THEREFORE, the Declarant declares that the real property referred to in Article 11 hereof and more particularly described in Exhibit "A" attached hereto and forming a part hereof, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens (sometimes referred to as "covenants and restrictions") hereinafter set forth. All the provisions of this Declaration shall, as to the Owners of the Properties, Common Elements and Lots, their heirs, successors or assigns, operate as covenants running with the land for the benefit of each other and all other properties, Common Elements and Lots in the development and their respective owners and, as their interests are affected, the Municipality.

ARTICLE I DEFINITIONS

Section 1.1. Definitions.

The following words when used in this Declaration or any Supplemental Declaration (unless the context shall prohibit) shall have the following meanings:

(a)"Act" or "UPCA" shall mean and refer to the Pennsylvania Uniform Planned Community Act, as amended by the 1998 amendments, and as may be amended in the future.

(b)"Association" shall mean and refer to the "KENMARA HOMEOWNERS ASSOCIATION", its successors and assigns, organized under Section 5301 of the Act.

(c)'Capital Reserve Fund" shall mean an account held for new capital improvements or replacement of existing common elements.

(d)"Common Elements" shall mean and refer to the Common Facilities and the Controlled Facilities.

(e)"Common Expense Liability" shall mean and refer to the liability for common expenses allocated to each unit in Section 4.2 of this Declaration.

(f) "Common Expenses" shall mean and refer to the expenditures made by, or the financial liabilities of, the Association, together with any allocations to reserves.

(g)"Common Facilities" shall mean and refer to those areas of land shown on the recorded subdivision plan of the Property which are not lofted, and including therein the open space, Entrance Features located in the open space, a proposed Tot Lot and those portions of the Stormwater Management Facilities located in the open space (but not including (i) roads, which are intended to be dedicated to the Municipality for public use, and (ii) Open Space "4" ("Parkland") which is intended for dedication to the Municipality for public use). Said areas are designated as "open space" on the Plat of "KENMARA" and described in Exhibit "B", attached hereto and made a part hereof, and intended to be devoted to the common use and enjoyment of the members of the Association as herein defined, and, except as herein below specified, are not dedicated for use by the general public. The open space areas include:

Open Space "l" 1.717 acres
Open Space "2" 0.963 acres
Open Space "3" 20.036 acres
Open Space "5" 7.514 acres
Open Space "6A" 0.27 acres
Open Space "6B" 0.26 acres

The location and content of the Common Elements may be modified by Declarant for so long as Declarant retains ownership of one or more Lots, provided that any such modification is approved by the Municipality and is in compliance with the Act. The area of open space designated as "Parkland" is intended to be dedicated to the Municipality and, hence, is not a Common Facility. The legal description of the basin areas and the stormwater easements over certain of the Lots is attached as Exhibit "D" hereto.

(h)"Community" shall mean the Kenmara residential community.

(i)"Controlled Facilities" shall mean and refer to: (1) those portions of the Stormwater Management Facilities that are not located within the open space area; and (ii) the Entrance Features located on Parcel A. The Controlled Facilities shall be maintained, improved, repaired and replaced by the Association.

(j) "Declarant" shall mean and refer to Rouse/Chamberlin Ltd., its successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

(k)"Executive Board" shall mean and refer to the Executive Board of the Association, which shall manage the Association's operations in compliance with, and subject to, the provisions of the Act.

(l)"Entrance Features' shall mean and refer to any entrance signage, walls, fencing, landscaping, sprinklers, lighting, or other structures or plantings which are located on one or both sides of an entrance road from Copeland School Road and located within Open Space Areas 1, 6A, and/or 6B, or which may be located on Parcel A.

(m)"Lot" shall mean and refer to any plot of land intended and subdivided for residential use, shown upon the recorded subdivision plan of the Property, but shall not include the Common Elements as herein defined. There is presently a total of sixty-six (66) Lots subject to this Declaration, consisting of Parcel "A" and Lots I through 65 inclusive as shown on the Final Plat of "KENMARA" (the "Plat"). The total number of Lots and configuration thereof shall be subject to modification in the event that a revised Final Subdivision Plan is approved by the Municipality and properly recorded.

(n) "Member" shall mean and refer to all those owners who are members of the Association; every Owner of a Lot which is subject to assessment shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.

(o) "Municipality" shall mean and refer to the municipality within which the Property is located, being East Bradford Township, situate in Chester County, Pennsylvania.

(p) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot, but shall not mean or refer to any mortgagee or subsequent holder of any mortgage, unless or until such mortgage or holder has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.

(q) "Parkland" shall mean and refer to that portion of the open space (being open space "4") designated as "parkland" on the plat, and more particularly described in Exhibit B-1 appended hereto, which shall be dedicated to East Bradford Township as a public park at the time the escrow is posted for Phase I of the development.

(r) "Plat" shall mean and refer to the Plat which is attached hereto as Exhibit "C", based upon and including information from the Final Subdivision Plans of "KENMARA" prepared by E. B. Walsh & Associates, dated 2/20/90 and last revised 7/3/97, as the same may, however, be further revised in accordance with the Municipality's Ordinances, with any such revisions to be subject to approval by the Municipality.

(s) "Property" shall mean and refer to all lands, both Lots and Common Elements, which are described in Exhibit "A" or are hereafter made subject to this Declaration.

(t) "Storm Water Management Facilities" shall mean all of the land areas and improvements thereto within and adjacent to the Property devoted to the purposes of detaining, retaining, and/or controlling the volume and/or rate and/or the direction of storm water (including both Common Facilities located within the open space area of the Property, and Controlled Facilities located within certain of the Lots, including but not necessarily limited to berms, cisterns, detention basins, diversion terraces, drainage easements, energy dissipaters, infiltration structures, retaining walls, retention basins,

sedimentation basins, seepage pits, seepage drenches, storm sewers, and swales. Without limiting the foregoing, the primary portions of the Storm Water Management Facilities consist of three Storm Water Management basins, all of which are located within common open space areas, as follows:

Basin No. 1 - Open Space "1"
Basin No. 2 - Open Space "3"
Basin No. 3 - Open Space "2"

(u)"Tot Lot" shall mean a recreational area to be established in one of the Open Spaces that may contain benches, tables, and recreational facilities intended for use by children.

ARTICLE II PROPERTY SUBJECT TO THIS DECLARATION; NAME OF THE COMMUNITY

Section 2.1. The Property.

The real property which is, and shall be, held, transferred, sold, conveyed and occupied subject to this Declaration is located in East Bradford Township, and as more particularly described in Exhibit "A", being the "KENMARA TRACT" as shown on the Plat, and consisting of 94.27 acres, more or less.

Section 2.2. Name of Community.

The name of the Community to be developed within the Property is "KENMARA".

Section 2.3. Applicability of the Uniform Planned Community Act.

The Community contains Common Elements which include only stormwater management facilities and related devices, real estate containing signage, lighting, landscaping, gates, walls, fences and/or monuments or open space, and therefore is subject only to those provisions of the Act as stated in the 1998 amendments to the Act.

ARTICLE III DESCRIPTION OF UNITS AND COMMON ELEMENTS

Section 3.1. Boundaries.

The boundaries of each unit are coterminous with the boundaries of each Lot as depicted on the Plat. For purposes of this Declaration, a "unit" is synonymous with the term "Lot". The identifying number of each unit or Lot is set forth on the Plat appended hereto.

Section 3.2. Maximum Units.

The maximum number of units or Lots that may be created in KENMARA is sixty-six (66). No individual units may be further subdivided.

Section 3.3. Description of Common Elements.

A description of the Common Elements of the Community (including both Common Facilities and Controlled Facilities) is contained in Article I (Definitions). There are no limited Common Facilities or limited Controlled Facilities provided for under this .Declaration. There are no time-share estates created under this Declaration.

ARTICLE IV MEMBERSHIP AND VOTING RIGHTS IN THE
ASSOCIATION; PERIOD OF DECLARANT CONTROL

Section 4.1. Membership.

Every person who is an Owner (as defined in Article 1) of any Lot which is subject by this Declaration to assessment by the Association shall be a member of the Association. However, in the event that a member of the Association should lease his Lot to another person then, and only in that event, the lessee shall be entitled to all of the privileges of membership in the Association, except that the Owner will still be responsible for payment of all assessments and will still be entitled to the vote allotted to the particular Lot in question.

Section 4.2. Allocation of Voting Rights and Common Expense
Liability.

Each Lot is allocated one vote in the Association. The voting right allocated to each Lot is equal with respect to all sixty-six (66) Lots. Likewise, each Lot, and the Owner thereof, is allocated an equal one sixty-sixth (1/66th) share of the liability for Common Expenses; provided, however, that if a Common Expense is caused by the negligence or misconduct of any Owner, the Association may assess such expense exclusively against his or her Lot.

Section 4.3. Period of Declarant Control.

Notwithstanding the allocation of voting rights, as set forth in Section 4.2 above, there is hereby declared to be a period of Declarant control, which shall extend from the date of the first conveyance of a Lot to an Owner other than a Declarant, for a maximum of five years thereafter. During the period of Declarant control, the Declarant or persons designated by the Declarant shall appoint and remove the officers and members of the Executive Board of the Association.

(a)The period of Declarant control shall terminate no later than the earlier of:

(1) 60 days after conveyance of 75% of the Lots to Lot Owners other than a Declarant; or

(2) two years after all Declarants have ceased to offer Lots for sale in the ordinary course of business, whichever shall first occur.

(b)During the period of Declarant control, there shall be a transfer of control of the Executive Board as follows:

(1) not later than 60 days after the conveyance of the seventeenth Lot to a Lot Owner other than a Declarant, one of the four members of the Executive Board shall be elected by Lot Owners other than the Declarant;

(2) not later than 60 days after the conveyance of the 33rd Lot to a Lot Owner other than Declarant, the Executive Board shall be increased to six members, and two of the six members shall be elected by Lot Owners other than the Declarant.

(3) not later than 60 days after the conveyance of the 50th Lot within the Community to a Lot Owner other than a Declarant, the period of Declarant control shall terminate, the number of members of the Executive Board shall be set at five (5), and all five members of the Executive Board shall thereafter be elected by the Lot Owners as a whole (including the Declarant as a Lot Owner) in accordance with the allocation of voting rights set forth in Section 4.2 above.

(c) Declarant may voluntarily surrender the right to appoint and remove officers and members of the Executive Board before termination of that period. In that event, Declarant may require, for the duration of the period of Declarant Control, that specified actions of the Association or Executive Board, as described in a recorded instrument executed by the Declarant, be approved by Declarant before they become effective.

ARTICLE V PROPERTY RIGHTS IN THE COMMON FACILITIES

Section 5.1. Members' Easements of Enjoyment.

Subject to the provisions of Section 5.3 of this Article V, every member shall have a right and easement of enjoyment in and to the Common Facilities and such easement shall be appurtenant to and shall pass with the title to every Lot, and shall commence at the time of such membees acquisition of his or her lot whether or not title to the Common Facilities has been then conveyed to the Association. Such easement shall include the right of access to, ingress to and egress from the Common Facilities, the right to make reasonable passive recreational use of the Common Facilities, and the right to use drainage facilities and utilities placed within the Common Facilities and Controlled Facilities. A Lessee shall have all of the rights of this section belonging to the Owner of the Lot with the exception that they are not permitted to vote and are not required to pay any assessment since the vote and assessment remain with the Lot Owner.

Section 5.2. Title to Common Facilities.

Declarant hereby covenants for itself, its successors and assigns, that it shall convey the Common Facilities by special warranty deed to the Association, and the Association will accept same, free and clear of all liens and encumbrances, excepting mortgage encumbrances as may be provided for in Section 5.3(a) existing building restrictions, ordinances, easements of roads, privileges or rights of public service companies as provided for herein, and any other rights, easements, restrictions or conditions existing of record not later than the termination of the period of Declarant control, as defined in Section 4.3 above.

Section 5.3. Extent of Members' Easements.

The rights and easements of enjoyment created hereby shall be subject to the following:

(a) the right of the Association in accordance with its Articles and Bylaws, to borrow money for the purpose of improving the Common Facilities and Controlled Facilities and, in aid thereof, to mortgage said Common Facilities and the rights of such mortgagee in said Common Facilities shall be subordinate to the rights of the Owners hereunder;

(b) the right of the Association to take such steps as are reasonably necessary to protect the Common Facilities against foreclosure;

(c) the right of the Association, as may be provided in its Articles and Bylaws, to suspend the enjoyment rights to recreational open spaces of any members for any period during which any such member's assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations.

(d) the right of the Association to charge reasonable admission and other fees for the use of any recreational facilities within the Common Facilities;

(e) the right of the Declarant, and of the Association, to grant and reserve easements and rights-of-way through, under, over and across the Common Facilities, for the installation, maintenance and inspection of the lines and appurtenances for access, ingress and egress, for public or private water, gas, electric, telephone, sewage, drainage, fuel oil, cable television, other utilities; provided, however, that such easements and rights-of-way will not be contrary to either (i) the Plan, or (ii) the purposes for which the Common Facilities can be utilized under the governing ordinances of the Municipality; and

(f) the right of the Association, contingent upon the prior written approval of the Municipality, to dedicate or transfer all or any part of the Common Facilities to any public agency, authority, utility, or non-profit organization or other entity, for such purposes and subject to such conditions as may be agreed to by the members, provided that no such dedication and transfer or determination as to the purposes or conditions thereof shall be effective unless an instrument executed by the president of the Association and attested to by the secretary thereof certifies that after due notice in accordance with the Articles of Incorporation and Bylaws of the Association that two-thirds (2/3) of the persons present, in person or in proxy, approve such action; provided, however, that notwithstanding any such transfer, the Common Facilities are restricted to utilization as open space.

(g) the free right and privilege of Declarant at all times hereafter to go upon the Common Facilities to construct, reconstruct, repair, renovate or correct any work heretofore or hereafter done by Declarant, its agents, servants, workmen or contractors.

(h) the free right and privilege of Declarant, its agents, servants, contractors, licensees and invitees to enter upon the Common Facilities or upon Lots not yet conveyed to third parties at all times for purposes incident to the construction of the residential subdivision and the marketing of dwellings; including, without limitation, the right to complete all improvements denoted on the Plat and/or the Final Subdivision Plans, the right to maintain and remove offices, trailers, construction vehicles, models and signs, the right to use easements within and through the Common Facilities and Controlled Facilities, as more fully set forth herein below.

(i) the absolute right of Declarant at any time until the conveyance of the last Lot to an Owner other than Declarant to modify the boundary lines of the individual Lots and the Common Facilities, provided, however, that any such change must first be approved by the Municipality. No individual owner shall be deemed to have a vested right in and to the area, content or location of the Common Facilities until the conveyance of the last lot to an owner other than Declarant, except that any such change shall not reduce the amount of the Common Facilities to less than the amount required under the applicable municipal ordinances.
Section 5.4 Notification of Parkland Use.

Open Space "4" (the "Parkland") is not a Common Facility and all Lot Owners are placed on notice that the Parkland will be owned by the Municipality as a public park and will be used for active recreation.

Section 5.5 Declarant's Easement to Construct.

Declarant, on behalf of itself and its successors and assigns, reserves and shall have the right to enter upon the Property, and any Lot as may be necessary from time to, time, in connection with the construction, completion, monitoring, grading, seeding, mowing, maintenance or repair of any storm water detention basin and/or other facilities required or permitted to be constructed by Declarant, pursuant to the Plan or applicable Township ordinances and requirements including, but not limited to, storm water management basins, culverts, subsurface pipes or conduits for the conveyance of storm water runoff, drainage swales or berms, soil and surface runoff control devices, whether permanent or temporary, and similar improvements ("Storm Water Management Facilities").

ARTICLE VI COVENANT FOR MAINTENANCE ASSESSMENTS

Section 6.1. Creation of the Lien and Personal Obligations of
Assessments.

(a) Assessments. The Declarant, for each Lot owned by it within the Property, hereby covenants and each subsequent Owner of any such Lot by acceptance of a deed therefore, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree to pay to the Association (1) annual assessments or charges; (2) special assessments for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter provided; and (3) special assessments for maintenance, restoration or repair as hereinafter provided. The annual and special assessments, together with such interest thereon and costs of collection thereof as are hereinafter provided shall be a charge on the land and shall be a continuing lien upon the Lot against which each assessment is made, as more fully set forth in Section 5315 of the Act. Each such assessment, together with such interest thereon and costs of collection thereof as are hereinafter provided, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due.

(b) Notification. The Owner of a Lot intending to sell the same shall notify the Executive Board as to his intent to sell the Lot so that the Resale Certificate required under Section 5407 of the Act may be prepared.

(c) Resale Certificate. Within ten (1 0) days of the receipt of such notification, the Board shall prepare a Resale Certificate, which shall set forth all information required under Section 5407 of the Act. This certificate shall be mailed to the place designated by the Owner. No conveyance shall discharge the personal liability of the Owner for unpaid assessments or charges whether or not shown on such certificate. A reasonable fee shall be established from time to time for the cost of preparation of such certificate and shall be paid at the time of request for such certificate. The certificate shall be signed by an officer of the Association or by an employee of the Association's management company. A properly executed certificate of the Association as to the status of assessments on a Lot is binding upon the Association as to any purchaser or mortgagee relying thereon in good faith as of the date of its issuance, but shall not relieve the Owner of personal liability.

Section 6.2 Purpose of Assessments.

The Assessments levied by the Association shall be used exclusively for the purpose of paying the Common Expenses of the Association, including promoting the recreation, health, safety and welfare of the residents of the Property and in particular for the improvement and maintenance of properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Storm Water Management Facilities, Entrance Features, water distribution facilities, sanitary sewage collection facilities, recreational open spaces and other lands within the Common Facilities, including but not limited to, the payment of insurance thereon and maintenance, repair, replacement and additions thereto, and for the cost of labor, equipment, materials, management and supervision thereof, and for the costs of operation of the Association.

Section 6.3 Special Assessments for Capital Improvements.

In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Areas, including fixtures and personal property related thereto and including Storm Water Management Facilities, provided that any such assessment shall have the assent of two-thirds (213) of the votes of the members who are voting in person or by proxy at a meeting duly called for this purpose.

Section 6.4 Notice and Quorum for Any Action Authorized Under
Section 6.3.

Written notice of any meeting called for the purpose of taking any action authorized under Section 6.3 shall be sent to all members not less than 14 days nor more than 60 days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast fifty percent (50%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting.

Section 6.5 Uniform Rate of Assessment.

Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly or other periodic basis; provided, however, that in the event that a Common Expense is caused by the negligence or misconduct of an Owner, or tenant or invitee of an Owner, the Association may assess such expense exclusively against such Owner's Lot.

Section 6.6 Effect of Nonpayment of Assessments: Remedies of the Association.

(a) Any assessment not paid within thirty (30) days after the due date shall be subject to such late charge as may be established by the Board, and shall also bear interest from the due date at the rate of twelve (12) percent per annum, unless a lesser rate is required by law, but then at the maximum rate permitted. The Association may bring an action at law against the Owner personally obligated to pay the same, or may foreclose the lien against the Lot, as set forth in §5315 of the Act, or both. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Facilities or abandonment of his Lot.

(b) Each Owner on becoming an owner of any Lot shall be deemed to covenant and agree to the enforcement of all assessments in the manner specified in this Declaration and in the Act. Each Owner agrees to pay reasonable attorneys' fees as established from time to time by the Board and costs incurred in the collection of any assessment against such Owner and/or his Lot, whether by suit or otherwise, or in enforcing compliance with or specific performance of the terms and conditions of this Declaration or other governing documents as against such Owner and/or his Lot.
(c) Any assessment installment not paid within thirty (30) days after the due date shall be delinquent. Thereupon, the Association may provide notice of such delinquency and may (a) declare the entire balance of such annual or special assessment due and payable in full; or (b) charge a late fee in an amount to be set by the Board; or (c) upon registered or certified mail notice to the Owner, suspend the right of such Owner to vote and/or to use the recreational and other facilities until the assessment and accrued charges are paid in full; or (d) employ other remedies available at law or equity or, without limitation of the foregoing, including either of the following procedures:

(1) Enforcement by Suit. The Association may commence and maintain a suit by law against any Owner or Owners for such delinquent assessments as to which they are personally obligated. Any judgment rendered in any such action shall include the amount of the delinquency, together with late fees, interest thereon at the rate not to exceed fifteen percent (1 5%) per annum from the date of delinquency, costs of collection, court costs and reasonable attorneys' fees in such amount as the Board has established from time to time. Suit to recover a money judgment for unpaid assessments shall be maintainable without foreclosing or waiving the lien hereinafter provided for.

(2) Enforcement by Lien. Pursuant to §5315 of the Act, there is hereby created and perfected a claim of lien, with power of sale, on each and every Lot to secure payment to the Association of any and all assessments levied against any and all Owners of such Lots pursuant to this Declaration, together with late fees, interest thereon as provided for by this Section, and all costs of collection which may be paid or incurred by the Association in connection therewith, including reasonable attorneys' fees. At any time after the occurrence of any delinquency in the payment of any such assessment, the Association, or an authorized representative thereof, may make a written demand for payment to the delinquent Owner. Said demand shall state the date and amount of the delinquency. Each delinquency shall constitute a separate basis for a demand or claim or lien, but any number of defaults may be included within a single demand or claim or lien on account of prior delinquencies shall be deemed to include subsequent delinquencies and accounts due on account thereof. If such delinquency is not paid within ten (10) days after delivery of such demand, the Association, or its duly authorized representative, may thereafter elect to commence foreclosure or other enforcement action in court, as set forth in §5315 of the Act. The Board is hereby authorized to appoint any attorney or any officer or director of the Association for the purpose of conducting such proceeding.

(d) All remedies provided herein or in the Act are cumulative.

(e) Failure by Declarant or Association to enforce any restrictions, conditions, covenants or agreements herein contained in no event shall be deemed a waiver of the right to do so thereafter as to the same breach or as to the one occurring prior to or subsequent thereto. Nothing herein contained shall impose upon Declarant any obligation to enforce any of the provisions hereof; nor shall Declarant be liable for the failure to enforce any of the provisions hereof.

Section 6.7 Lien Priority and Divestiture.

The priority of any lien for assessments authorized hereunder or by the Act, shall have such priority as against any and all other liens on a Lot, as is set forth in §5315 of the Act. Any such lien shall be subject to divestiture only as set forth in §5315 of the Act.

Section 6.8 Exempt Property.

The following property subject to this Declaration shall be exempted from the assessments, charges and liens created herein: all Common Facilities as defined in Article 1, Section I hereof. Notwithstanding any provisions herein, no land or improvements devoted to dwelling use shall be exempt from said assessments, charges or liens.

ARTICLE VII RESTRICTIONS ON COMMON FACILITIES

Section 7.1 Uses.

The Common Facilities shall be used for only the following purposes: utilities (including without limitation water distribution and sanitary sewage collection facilities), and Entrance Features, Storm Water Management Facilities, resource conservation, flood plain conservation, Tot Lot, and active or passive recreational purposes. No other use shall be permitted in the Common Facilities, except that which may be designated and approved by the Declarant and/or the Executive Board.

Section 7.2 Subdivision of Common Facilities.

There shall be no further subdivision of the Common Facilities, except for Declarant's right to adjust or modify lot line boundaries as specified in Article V, Section 5.3(j).

Section 7.3 Landscaping and Planting.

No individual landscaping, gardening or planting shall be permitted in the Common Areas, except Entrance Features and except that landscaping, gardening or planting which is approved by the Association in accordance with its Articles and Bylaws.

Section 7.4 Trees.

No trees within the Common Areas, except dead or diseased trees, shall be cut except when approved by the Association in accordance with its Articles and Bylaws.

Section 7.5 Fences.

No fences shall be erected on the Common Areas space (other than fences part of the Entrance Features), except those approved by the Association in accordance with its Articles and Bylaws.

Section 7.6 Easements.

Declarant hereby reserves, for the benefit of itself and the Association, and/or the municipality and/or municipal or private utility companies ultimately operating such facilities, perpetual easements over all Lots and Common Elements for the installation, repair and maintenance, and renewal and replacement of: (i) sewer, water, gas, electric, telephone, fuel oil, cable television, and other utility services that may from time to time be necessary or beneficial to the Community, and (ii) the Common Elements (including without limitation the Entrance Features, Storm Water Management Facilities, and Open Spaces). Each of these easements will include rights of access over Lots and Common Elements in order to perform the necessary work in the easement areas. No buildings or structures shall be erected by any Owner within the easement areas occupied by such facilities.

ARTICLE VIII MAINTENANCE OF COMMON FACILITIES AND CONTROLLED FACILITIES

Section 8.1 Maintenance Responsibility.

The maintenance of the Common Facilities, Entrance Features, and Controlled Storm Water Management Facilities shall be the responsibility of the Declarant until such time as the initial Common Expense assessment is made. Thereafter the maintenance of the Common Facilities (including Tot Lot), Entrance Features, and Controlled Storm Water Management Facilities shall be the responsibility of the Association. Maintenance shall include, but is not limited to, Storm Water Management Facilities maintenance and repair, Entrance Feature maintenance and repair, Tot Lot maintenance and repair, lawn care, liability insurance, landscaping and planting, construction of any kind and anything else associated with the use and enjoyment of the Common Facilities and Controlled Facilities by the Owners. Storm Water Management Facilities maintenance and repair shall include, but not be limited to, the continuing obligation to mow and keep clear of debris, silt and other obstructions the Storm Water Management Facilities and component and to keep the same in good condition and repair so that the Storm Water Management Facilities shall not be obstructed with brush, shrubs, trees or other growth which will prevent the egress, ingress and regress, if necessary, by tractor or similar motor vehicle from the closest public or private road to the Storm Water Management Facilities. In addition, the Declarant, the Association, and any person or entity is expressly prohibited from erecting or causing or permitting the erection of any structure, or the installation of any plant material (other than an appropriate ground cover) or the change of the grade of the land or the installation of buried utility lines or other improvements in the Storm Water Management Facilities without the permission of the Township, or conducting any activity therein or thereon, which may interfere with the proper, safe and efficient functioning of the Storm Water Management Facilities, or access thereto.

Section 8.2 Maintenance of Common Facilities.

The Common Facilities shall be maintained as set forth in the Open Space Management Plan for Kenmara dated July 9, 1997, as approved by East Bradford Township, and any such other rules and regulations as may be adopted by the Association for the Open Space.

Section 8.3 No Interference with Controlled Facilities.

No owner or occupant shall obstruct, interfere with or alter in any way any Controlled Facilities (including stormwater management systems or facility relating thereto and Entrance Features) or any easement located in whole or in part on such lot. The foregoing restriction shall include, but is not limited to modifying or obstructing the surface area of any land within a stream or drainage easement, allowing growth of trees or shrubs within such areas if the growth of such trees or shrubs would interfere with the flow of surface water or otherwise impair the function of such facilities or systems, and allowing the accumulation of debris within such areas.

ARTICLE IX EFFECT OF NON-MAINTENANCE OF COMMON FACILITIES AND CONTROLLED FACILITIES BY ASSOCIATION

Section 9.1 Right of Municipality.

In the event that Declarant or the Association neglects the maintenance of or repair to the Common Elements (including both Common Facilities and Controlled Facilities), as provided for in Article VIII hereof, the Municipality shall have the right, but not the obligation, to provide for the maintenance of or repair to the Common Elements, and the costs thereof shall be assessed equally among the Owners. The assessment shall be a charge of the Lots and shall be a continuing lien upon the Lots. The Municipality, before it may exercise the above-mentioned rights, shall notify the Board of Directors of the Association by certified mail of its intention to do so. The notice to the Board of Directors of the Association shall specifically set forth in what manner the Association has neglected
the maintenance of or repair to the Common Elements. If the Association fails to correct or repair the items listed in the notice, within thirty (30) days thereafter the Municipality may exercise its above-mentioned rights.

Section 9.2 Offer to Municipality.

In the event that the Association is abandoned or abolished, or otherwise ceases to exist, or the Association proposes to dispose of the Common Facilities as provided herein, such Common Facilities shall first be offered for dedication to the Municipality, at no cost to the Municipality, before any other steps are taken in conformity with these Covenants and Restrictions.

Section 9.3 No Liability of Township.

The Township shall have no liability to the Owners or their respective heirs, successors or assigns as a result of, or in connection with, the Township's review and/or approval of this Declaration, the Bylaws, the Plan, and/or the Declarant's application for subdivision and land development with respect to the Property, whether such a review and/or approval takes place before or after the execution and recording hereof. The Association shall hold the Township harmless against any liability on the part of the Township for its acts or omissions (except acts or omissions constituting willful misconduct on the part of the Township or its officials or agents, in the event the Township exercises its rights hereunder as a result of Declarant's or Association's failure to do so.

ARTICLE X RESTRICTIONS ON INDIVIDUAL LOTS

Section 10.1 Compliance with Final Plan.

No use of any Lot shall be made which is contrary to the Final Plan approved by the Municipality, as provided for in the relevant provisions of the Municipality Zoning Ordinances, or such changes or amendment to such plan as may from time to time be properly approved by the Municipality. Each Owner shall by bound by all provisions of such Plans, whether or not recorded, including but not limited to all Notes shown thereon.

Section 10.2 Residential Use.

The lots on the Property as depicted on the Plan (the "Lots") except as hereinafter provided, shall be used for private residential purposes only. No buildings of any kind shall be erected or maintained thereon except for private dwelling houses and such outbuildings as are customarily appurtenant to residences and as are approved in accordance with the provisions of this Article. No sheds or doghouses are permitted. Each house shall be detached and designated for occupancy by a single family for the exclusive use of the respective owner or occupant.

Section 10.3 Prohibition of Use of Garages.

No garage erected on any Lot shall be used as residential living space, temporarily or permanently, nor shall any structure of a temporary character be used as a residence

Section 10.4 No Further Subdivision.

No Lot, once conveyed by the Declarant to an individual Lot owner, may be further subdivided.

Section 10.5 Industrial, Manufacturing Uses.

No building designed or intended for any industrial or manufacturing purpose nor for any dangerous or offensive trade or business, shall be erected, permitted, maintained or operated on the Property. No dangerous or offensive trade or business shall be permitted upon any of the Lots. No live poultry, pigeons, hogs, cattle, or other livestock may be kept on any Lot.

Section 10.6 Parking of Certain Vehicles.

Travel trailers, horse trailers, utility trailers, mobile homes, motor homes, boats, commercial vans and commercial trucks are not permitted to be parked on the roadways of the Property or Lots unless parked entirely within the garage of a dwelling erected on a Lot. The only exception is temporary placement of such vehicles for purposes of loading, unloading, or servicing.

Section 10.7 Swimming Pools.

No above ground swimming pools shall be erected on any Lot. Temporary children's pools are permitted only if removed and stored inside daily

Section 10.8 Rubbish, Trash and Garbage.

No rubbish, trash or garbage (other than that kept in closed sanitary containers immediately adjacent to a dwelling), scrap metal, waste, new or used lumber or wood (except firewood to be used in fireplaces in, a dwelling) shall be placed or permitted on any Lot. Any firewood stored on a Lot should be stacked adjacent to the house no more than 4' high. Trash and rubbish may be left at curbside for collection purposes only; containers shall be removed promptly after collection.

Section 10.9 Clotheslines and Laundry.

No outside clothesline shall be erected or maintained on any Lot and no regular outside drying or hanging of clothes or linens shall be permitted

Section 10.10 Lot Owners' Landscaping Obligations.

Each Lot owner shall be responsible at such owners expense for grading, seeding, care and maintenance of any grounds and trees between the road pavement and the owners Lot line. This responsibility shall be perpetual and shall run with the ownership of the respective Lot.

Section 10.11 Motorbikes and Unlicensed Vehicles.

The use of motorbikes, mini-bikes or similar unlicensed motorized devices shall not be permitted in KENMARA except duly licensed motorcycles may be used on the roads for the purpose of normal transportation to and from the Lots.

Section 10.12 Storm Water Maintenance Obligations.

Each owner of a Lot shall be responsible for maintaining at such owners expense all drainage easements, drainage channels or other storm water management systems situated on the owners Lot. No owner or occupant shall obstruct, interfere with or alter in any way such channel or storm water management system. The foregoing restriction shall include, but is not limited to modifying or obstructing the surface area of any land within a stream or drainage easement, allowing growth of trees or shrubs within such areas if the growth of such trees or shrubs would interfere with the flow of surface water or otherwise impair the function of such facilities or systems, and allowing the accumulation of debris within such areas. No trees, shrubbery or other plantings, other than grass and shallow rooted shrubbery and planting, shall be permitted on the land under which any storm water management facilities or swales are located. No grading, landscaping or excavation or driveway installation shall be constructed on any Lot in a manner that burdens, damages or interferes with drainage along, across or under the road right-of-way, or which interferes with any on-Lot drainage swales, pipes, berms, basins or other drainage facilities of any type.

Section 10.13 Application of Municipal Ordinances.

All restrictions provided for herein shall be in addition to any restrictions contained in Municipal ordinances, rules or regulations, and in all events, in the case of conflict between such rules and regulations and the Restrictions provided for herein, the most stringent of the two shall apply.

Section 10.14 Review of Plans and Proposed Improvements.

No building, outbuilding, fence, wall, driveway, swimming pool or other structure shall be commenced, erected or maintained, nor shall any addition or alteration be made to any building, nor shall any shrubbery, bushes or trees be planted on a lot which would act as a fence, screen or continuous property line delineation until plans and specifications, plot plan and grading plan, or other satisfactory information has been submitted to and approved in writing by the Declarant which shall have the right to refuse to approve any such plans or specifications which in its opinion are not suitable or desirable. In so passing upon such plans and specifications, the Declarant may take into consideration the suitability of the proposed building or other structure and of the materials of which it is to be built, the site upon which it is proposed to erect same, the harmony thereof with the surroundings and the affect of the building or other structure as planned on the outlook from the adjacent or neighboring properties. It is the intention of the, Declarant that a generally open and unobstructed condition be maintained between buildings and throughout the Community. From time to time, the Declarant may issue guidelines to Lot owners indicating acceptable changes to buildings and Lots. Such guidelines are subject to modification from time to time in the discretion of the Declarant.

Section 10.15 Responsibility of Review / Architectural Review Committee.

Declarant or its successors in title to whom "special Declarant rights" (as defined in the Act) have been transferred shall be responsible for reviewing and acting upon any requests under Section 10.14 until such time as it shall no longer own any Lots within KENMARA or a period of five (5) years from the conveyance of the first Lot to a third-party buyer, whichever shall first occur. Thereafter, the rights of the Declarant described in Section 10.14 shall be transferred to the Executive Board of the Association or to an Architectural Review Committee appointed by the Executive Board of the Association.

Section 10.16 Delegation of Rights and Duties.

All of the rights and powers, given to the Declarant or Association in this section may be delegated or assigned to any one or more individuals, governmental bodies, partnerships, corporations or associations that will agree to assume said rights, powers, duties, and obligations and carry out and perform the same. Any such delegation, assignment or transfer shall be made by appropriate instrument in writing to which the delegee, assignee or transferee shall join for the purpose of evidencing its consent to the acceptance of such rights and powers and such delegee, assignee or transferee shall thereupon have the same rights and powers and be subject to the same obligations and duties as are herein given and assumed by the Declarant, the Declarant thereupon being released therefrom.

Section 10.17 Applicability to Declarant.

The provisions of this Article 1 0 are intended to preserve and enhance the nature and appearance of the completed Community, and are not intended to be used to prohibit the Declarant from developing the Community as planned. The restrictions of this Article therefore shall not apply to the Declarant, or any transferee of special declarant rights, and its activities at the site during the continuance of its construction and marketing efforts related to the Kenmara Community.

ARTICLE XI RETENTION OF SPECIAL DECLARANT RIGHTS

Section 11.1 Reservation of Access Easement.

Declarant retains, for a period ending two (2) years after the sale by Declarant of the last Lot, an easement to enter upon each Lot to perform any corrective grading deemed necessary or desirable by Declarant; the Association and the Municipality shall each have the same easement, perpetually.

Section 11.2 Reservation of Rights for Future Easements.

Declarant retains the sole right to subject any portion of the Community to an easement or license in favor of any real estate not included in KENMARA, or in favor of any person who is not an Owner or occupant of a Lot in the Community, until such time as the termination of the period of Declarant control. In such event, in exercising any such right, the use and enjoyment of any Lot by the Lot Owner shall not be adversely affected by the easement rights, nor shall there by any adverse impact on the budget of the Association.

Section 11.3 Offices and Models.

Declarant reserves the right to maintain and remove offices and models within the Common Facilities portions of the Community and/or individual Lots within the Community, in connection with the management of and/or sale or rental of Lots or units owned by the Declarant. Model homes may be placed on any Lot. Temporary sales trailers and/or construction trailers and/or equipment trailers may be placed anywhere within the Common Facilities portions of the Community, and/or within individual Lots. Declarant reserves unto itself the right and easement over, under, through and across the Property for the purpose of constructing buildings, structures or improvements upon the Property, including without limitation the right to park motor vehicles and maintain construction and marketing activities of any nature whatsoever, including the moving and storage of building materials and equipment, the conduct of sales, leasing and management activities, the maintenance of models and offices, and the erection and maintenance of directional, identification, promotional and marketing signs. These rights shall be retained for so long as the Declarant retains ownership of any one or more Lots within the Community.

Upon removal of any temporary sales trailers or construction or equipment trailers, Declarant shall restore the disturbed areas to their prior condition.

Section 11.4 Signs.

Declarant retains the right to maintain signs in any one or more of the Lots in the Community, as well as on the Common Facilities thereof, advertising Lots or units in the Community for sale or lease.

Section 11.5 Executive Board.

Until the termination of the period of Declarant control, Declarant retains the right to appoint or remove all officers of the Association and/or members of the Executive Board, subject to the limitations set forth hereinabove and in the Act.

Section 11.6 Indemnification from Liability for Use of Streets and/or Easements.

Nothing herein contained shall impose upon Declarant any liability for property damage or personal injury occurring to any person, firm or corporation by reason of the use of the streets as shown on said plot plan or by reason of the use of the easements as shown on said plot or herein reserved, and all persons, firms or corporations using such streets and easements shall do so at their own risk and without liability on the part of the Declarant.

Section 11.7 Capital Reserve Fund Contribution at Purchase.

Every Unit Owner, at the time of such Unit Owners purchase of a Unit from the Declarant, shall pay to the Declarant a sum equal to the annual assessment in effect for that year. If no annual assessment is in effect, then Declarant may calculate the estimated amount that a Unit would pay based upon budgeted expenses for the year, and that amount will serve as the measure of the purchasers payment to the Declarant. The Declarant shall deposit these amounts to the Capital Reserve Fund. After the period of Declarant control ends, the Association shall have the right to impose a capital improvement fee on the resale of Units, in accordance with the provisions of the Act. Each such fee shall be payable in the time and manner as determined from time to time by the Board.

ARTICLE XII GENERAL PROVISIONS

Section 12.1 Duration and Amendment.

The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors and assigns and the municipality, perpetually. This Declaration may be amended only by the affirmative votes (in person or by proxy) or written consent of members representing two-thirds (2/3) of the total voting power of the Association. Amendments to Articles 11, III, V, VII, VIll, IX, & Xii must also be approved in writing by the Municipality, except as specified in the Act. Any amendment must be recorded in the Chester County Recorder of Deeds Office.

Section 12.2 Exceptions to General Amendment Process.

Notwithstanding the provisions of Section 12.1 above, the following exceptions to the general amendment process shall apply:

a. unanimous consent or joinder of the Declarant shall be required for all circumstances set forth in §5219(d) of the Act. No Declaration provisions pursuant to which any special Declarant rights have been reserved to a Declarant shall be amended without the express written joinder of the Declarant in such Amendment;

b. amendments may be executed by Declarant under all circumstances set forth in §5219(a)(3)(i) of the Act;

c. amendments may be executed by the Association under all circumstances set forth in §5219(a)(3)(ii) of the Act;

d. amendments may be executed by certain unit Owners under all circumstances set forth in §5219(a)(3)(iii) of the Act.

Section 12.3 Recordation of Amendments.

Every Amendment to this Declaration must be recorded in the Recorder of Deeds Office of Chester County, Pennsylvania in order to become effective.

Section 12.4 Technical Corrections.

The Executive Board may effect an appropriate corrective amendment without the approval of the unit Owners or the holders of liens, in accordance with the authorization and procedures set forth in §5219(f) of the Act.

Section 12.5 Recording Data for Easements and Licenses.

The following recorded easements and licenses affect KENMARA:

Those matters listed on Exhibit "E" attached hereto.

Section 12.6 Indemnification of Officers, Executive Board and Committee
Members.

The Association shall indemnify every Executive Board member, officer and committee member, his heirs, executors and administrators, against all loss, cost and expenses, including attorneys' fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being, or having been, an Executive Board member, officer or committee member, except as to matters as to which he shall be finally adjudged in such action, suit or proceeding, to be liable for gross negligence or willful misconduct. All liability, loss, damage, cost and expense incurred or suffered by the Association by reason, or arising out of or in connection with, this indemnification provision shall be treated by the Association as common expenses.

Section 12.7 Notices.

Any notice required to be sent shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as a member of Owner on the records of the Association at the time of such mailing.

Section 12.8 Enforcement.

Enforcement of these covenants and restrictions shall be by and proceeding at law or in equity against any person or persons violating or attempting to violate any covenant or restriction, either to restrain violation or to recover damages and against the land to enforce any lien created by these covenants. Violation of any restrictions or conditions or breach of any covenant or agreement herein contained shall give the Declarant or Association, in addition to other remedies, the right to enter upon the lands as to which such violation or breach exists, and summarily to abate and remove at the expense of the owners thereof, any structure, thing, or condition that may be or exist thereon contrary to the intent and meaning of the provision hereof-, and the Declarant or Association shall not thereby be deemed guilty of any manner of trespass for such entry, abatement or removal. Failure by the Declarant the Association or the Municipality or any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. Nothing herein contained shall impose upon Declarant any obligation to enforce any of the provisions hereof; nor shall Declarant be liable for the failure to enforce any of the provisions hereof.

Section 12.9 Severability.

Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect the validity of any other provisions, which shall remain in full force and effect.

IN WITNESS WHEREOF, the said Declarant, by its sole general partner, has caused this Declaration to be executed this 14th day of September 1998.

Attest: Attest: ROUSE/CHAMBERLIN LIMITED,
by its managing general
partner, R/C MANAGEMENT CORP., INC.

___________________________ By:_____________________________

COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CHESTER

On this, the 14th day of September, 1998, before me, the undersigned
officer, personally appeared ____Sarah Peck___ , who acknowledged
herself to be the ____President___ of ___R/C Management Corp., Inc.
and that she, being authorized so to do, executed the within instrument
for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

______________________________
Notary Public

My Commission Expires: 11/05/2001

NOTORIAL SEAL
LINDA S. MCDANIEL. Notary Public
West Whiteland Twp. Chester County
My Commission Expires Nov. 5, 2001

LIST OF EXHIBITS

A - Description of the Property
B - Description of Common Facilities
B-1 - Description of Parkland
C - Plat
D - Descriptions of Basin Areas and Stormwater Easements
E - List of recorded easements and licenses affecting Community