AMENDED AND RESTATED FOR

Transcription

1 lnstr pg: OF 44 Prince William County: Va i35.07Pm ~ ~ C. ~ Mable: l Clerk d AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR LAKE MANASSAS NONRESIDENTIAL OWNERS ASSOCIATION Prepared by Walsh, Colucci, Lubeleq-. Ernrich 8 Terpak, P.C and Return to: Office Place. Suite 201 Woodbridge, VA G.P.1.N.k (pt)

2 TABLE OF CONTENTS ARTICLE I. Definitions... 2 Section 1. "Area of Common Responsibility"... 2 Section 2 "Articles of Incorporation" or "Articles"... 2 Section 3. "Assessments"... 2 Section 4. "Association"... 2 Section 5. "Base Assessment"... 2 Section 6. "Board of Directors" or "Board"... 2 Section 7. "By-Laws"... 3 Secti>oon 8. "Class "B" Control Period"... 3 Section 9. "Common Area"... 3 Section 10 "Common Expenses"... 3 Section 11. "Community-Wide Standard"... 3 Section 12. "Declarant"... 3 Section 13. "Declaration"... 3 Section 14. "Lake Manassas Association"...-3 Section 15. "Lake Manassas Declaration"... 3 Section 16. "Lot"...-3 Section 17. "Member"... 4 Section 18. "Mortgage"... 4 Section 19. "Mortgagee"... 4 Section 20. "Mortgagor"... 4 Section 21. "Owner"... 4 Section 22. "Person"... 4 Section 23. "Properties"... 4 Section 24. "Special Assessment"... 4 Section 25; "Supplemental Declaration"... 4 Section 26. "Virginia Oaks - Lake Manassas Association"... 4 Section 27. "Virginia Oaks - Lake Manassas Declaration"... 5 Section 28. "Yards"... 5 ARTICLE I1 - Property Rights... 5 ARTICLE Ill - Membership and Voting Rights... 5 Section 1. Membership... 5 Section 2. Voting... 5 ARTICLE IV - Maintenance... 6 Section I. Association's Responsibility... 6 Section 2. Owner's Responsibility... 6 Section 3. Maintenance of Open Spaces and Yards... 7 Section 4. Maintenance of Yards... 7 ARTICLE V - Insurance and Casualty Losses... 7 Section 1. Insurance... 7 Section 2. Individual Insurance... 9 Section 3. Damage and Destruction Section 4. Disbursemen': of Proceeds... ":O Section 5. Repair and Reconstruction... 11

3 Page: 3 OF 44 Section 6. Lake Manassas Association Insurance ARTICLE VI. No Partition ARTICLE VII. Condemnation ARTICLE VIII. Annexation of Additional Property and Withdrawal of Property Section 1. Annexation Without Approval of Class "A" Membership Section 2. Annexation With Approval of Class "A" Membership Section 3. Acquisition of Additional Common Area Section 4. Withdrawal Section 5. Amendment ARTICLE IX. Rights and Obligations of the Association Section 1. Common Area 13 Section 2. Personal Property and Real Property for Common Use Section 3. Rules and Regulations Section 4. County Ordinances Section 5. Implied Rights Section 6. Governmental Interests and Utilities ARTICLE X. Assessments Section I. Creation of Assessments Section 2. Establishment of Base Assessment Section 3. Computation of Maintenance Assessments Section 4. Special Assessments Section 5. Lien for Assessments Section 6. Reserve Budget and Contribution Section 7. Date of Commencement of Assessments Section 8. Subordination of the Lien to First Mortgages Section 9. Capital Contribution Section 10. Institutional Lenders Section 11. Exempt Property ARTICLE XI. Architectural Standards Section 1. New Construction Committee Section 2. Modifications Committee Section 3. Review Fees and Deposits Section 4. No Waiver of Future Approvals Section 5. Variance ARTICLE XI1. Use Restrictions Section 1. Signs Section 2. Parking Section 3. Occupants Bound Section 4. Animals Section 5. Nuisance Section 6. Unsightly or Unkempt Conditions Section 7. Antennas Section 8. Mechanical Equipment, Garbage Cans, Etc Section 9. Subdivision of Lot and Time Sharing Section 10. Guns Section 11. Irrigation Section 12. Tents, Trailers and Temporary Structures... 23

4 Instr:Z Page: 4 OF 44 Section 13. Drainage and Septic Systems Section 14. Sight Distance at Intersections Section 15. Utility Lines Section 16. Artificial Vegetation. Exterior Sculpture. and Similar Items Section 17. Lakes and Water Bodies ARTICLE Xlll - Golf Courses Section I. General Section 2. No Right of Entry or Use Section 3. Rights of Access and Parking Section 4. Use of the Words "Robert Trent Jones" ARTICLE XIV - Other Declarations Section I. Lake Manassas Declaration Section 2. Virginia Oaks - Lake Manassas Declaration Section 3. Conflicts Section 4. Easements Under Lake Manassas Declaration ARTICLE XV - Stormwater Management Ponds ARTICLE XVI - Declarant's Rights ARTICLE XVll - General Provisions Section 1 Term Section 2. Amendment Section 3. Indemnification Section 4. Easements of Encroachment Section 5. Easements for Utilities, Etc Section 6. Mail Service and Addresses Section 7. Conflicts with Laws Section 8. Lake Manassas Reservoir Section 9. Severability Section 10. Right of Entry Section I 1. Litigation Section 12. Identification as Lake Manassas... 30

5 llll l l Il1 l l111 Ill llll l ll l llll Instr: Pase. 5 OF 44 AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR LAKE MANASSAS NONRESIDENTIAL OWNERS ASSOCIATION THIS AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS is made as of this - day of, 2003, by LAKE MANASSAS LIMITED LIABILITY COMPANY, a Virginia limited liability company (formerly known as Lake Manassas Limited Partnership, a Virginia limited partnership), (hereinafter referred to as "Declarant"). WHEREAS, D.C. Land Group, Ltd. was the Declarant under a Declaration of Covenants, Conditions and Restrictions for Lake Manassas Nonresidential Owners Association dated December 1, 1991 and recorded in Deed Book 1852 at page 1129 among the land records of Prince William County, Virginia (the "Original Declaration"); and WHEREAS, by Deed recorded in Deed Book 1969 at page 1001 among the land records of Prince William County, Virginia, D.C. Land Group Ltd. conveyed to Lake Manassas Limited Partnership the property described in the Original Declaration; and WHEREAS, by Transfer of Special Declarant Rights recorded in Deed Book 1969 at page 1041 among the land records of Prince William County, Virginia, all of the rights of the Declarant described in the Original Declaration was transferred and accepted by Lake Manassas Limited Partnership, hereinafter known as the Declarant; and WHEREAS, Lake Manassas Limited Partnership was effective as of June 5,1997, converted to a limited liability company known as Lake Manassas Limited Liability Company pursuant to Section of the Code of Virginia and succeeded to all ownership interests and rights of Lake Manassas Limited Partnership including all Special Declarant Rights; and WHEREAS, confirmation of further transfer of Special Declarant Rights recorded in Deed Book 2454 at Page 0026 among the land records of Prince William County, Virginia, Lake Manassas Limited Partnership and Lake Manassas Limited Liability Company recorded an instrument confirming the status of Lake Manassas Limited Liability Company as a successor Declarant; and WHEREAS, the Declarant being the sole owner of all of the property subject to the Original Declaration, wishes to amend and restate the Original Declaration, for the purpose of clarification. NOW, THEREFORE, the Declarant hereby amends and restates the Original Declaration, pursuant to Article XVll of the Original Declaration, as follows:

6 I llllllllllllllll llll l ll Ill Ill I Ill I I Instr: (3185i83 Page: 6 OF 44 Declarant hereby declares that all of the property described in Exhibit A and any additional property located in the vicinity of the property described in Exhibit A may be subjected to this Amended and Restated Declaration of Covenants Conditions and Restrictions by Supplemental Declaration (as defined herein) shall be held, sold, and conveyed subject to the following easements, restrictions, covenants, and conditions, which are for the purpose of protecting the value and desirability of and which shall run with the real property subjected to this Amended and Restated Declaration of Covenants Conditions and Restrictions and which shall be binding on all parties having any right, title, or interest in the described Properties or any part thereof, their heirs, successors, successors-in-title, and assigns, and shall inure to the benefit of each owner thereof. This Amended and Restated Declaration of Covenants Conditions and Restrictions does not and is not intended to create a condominium within the meaning of the Virginia Condominium Act, Va. Code et seq. ARTICLE I - Definitions Section 1. "Area of Common Responsibility" shall mean and refer to the Common Area, together with those areas, if any, which by the terms of this Declaration, the Lake Manassas Declaration or by contract or agreement become the responsibility of the Association. The office of any property manager employed by or contracting with the Association, if located on the Properties, or any public rights-of-way within or adjacent to the Properties, may be part of the Area of Common Responsibility. Section 2. "Articles of Incorporation" or "Articles" shall mean and refer to the Amended and Restated Articles of Incorporation of Lake Manassas Nonresidential Owners Association, Inc., as filed with the Secretary of State of the Commonwealth of Virginia. Section 3. "Assessments" shall mean and refer to all of the Base Assessments, Maintenance Assessments, and Special Assessments which may be due from an Owner. Section 4. "Association" shall mean and refer to Lake Manassas Nonresidential Owners Association, Inc., Virginia non-stock, nonprofit corporation, its successors or assigns. Section 5. "Base Assessment" shall mean and refer to assessments levied against all Lots in the Properties to fund Common Expenses in accordance with Article X, Sections I and 2 of this Declaration. Section 6. "Board of Directors" or "Board" shall be the appointed or elected executive organ of the Association. Page 3 (Q

7 lllli I ll I lr l l lllll I l llli l ii lli ill iiil I lllll 1 li!qs!- 2C:3::2:C'B5!2P Section 7. "By-Laws" shall mean and refer to the Amended and Restated By-Laws of Lake Manassas Nonresidential Owners Association, Inc., as they may be amended from time to time. Section 8. "Class "B" Control Period" shall mean and refer to the period of time described in Article Ill, Section 2(b) herein. Section 9. "Common Area" shall mean all real and personal property which the Association now or hereafter owns or otherwise holds for the common use and enjoyment of all Owners, including private streets. The Board of Directors may allow use of any portion of the Common Area by Persons who are not Owners upon payment of user fees by such Persons. Section 10. "Common Expenses" shall mean and include the actual and estimated expenses incurred by the Association for the general benefit of all Lot Owners, including any reasonable reserve, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, the By-Laws, and the Articles of Incorporation of the Association. Section 11. "Community-Wide Standard" shall mean the standard of conduct, maintenance, or other activity generally prevailing throughout the Properties. Such standard may be more specifically determined by the Board of Directors. Section 12. "Declarant" shall mean and refer to Lake Manassas Limited Liability Company, a Virginia limited liability company, or its successors, successors-in-title or assigns who take title to any portion of the property described on Exhibit A for the purpose of development and sale and are designated as the Declarant hereunder in a recorded instrument executed by the immediately preceding Declarant. Section 13- "Declaration" shall mean and refer to this Amended and Restated Declaration of Covenants, Conditions and Restrictions for Lake Manassas Nonresidential Owners Association, as the same may be amended and supplemented from time to time. Section 14. "Lake Manassas Association" shall mean and refer to the Lake Manassas Association. Inc., which is the association created pursuant to and in accordance with the Lake Manassas Declaration. section 15. "Lake, Manassas Declaration" shall mean and refer to the Amended and Restated Declaration of Covenants, Conditions and Restrictions for Lake Manassas Association recorded among the land records of Prince William County, Virginia. Section 16. "Lot" shall mean a portion of the Properties subject to the Declaration which is intended for any type of independent ownership for use and occupancy as permitted by the appropriate local government entity. The term shall include all portions of the lot or parcel owned including any structure thereon as well as unimproved property intended for such permitted development, and shall specifically include, without limitation,

8 office, commercial and retail properties, each unit within an office condominium. For purposes of this Declaration, a Lot shall come into existence when a plat subdividing the property is recorded in the Office of the Clerk of Court of Prince William County, Virginia, but in no event later than the date on which a certificate of occupancy is issued by the appropriate agency of Prince William County or other local governmental entity. Section 17. "Member" shall mean and refer to a Person entitled to membership in the Association, as provided herein. Section 18. "Mortgage" shall mean and refer to a mortgage, a deed of trust, a deed to secure debt, or any other form of security deed. Section 19. "Mortgagee" shall mean and refer to a beneficiary or holder of a Mortgage. Section 20. "Mortgagor" shall mean and refer to any Person who gives a Mortgage. Section 21. "Owner" shall mean and refer to one (1) or more Persons who hold the record title to any Lot which is part of the Properties, but excluding in all cases any party holding any interest merely as security for the performance of an obligation. If a Lot is sold under a recorded contract of sale, and the contract specifically so provides, then the purchaser (rather than the fee owner) will be considered the Owner. If a Lot is subject to a written lease with a term in excess of one (1) year and the lease specifically so provides, then upon filing a copy of the lease with the Board of Directors the lessee (rather than the fee owner) will be considered the Owner. Section 22. "Person" shall mean and refer to a natural person, a corporation, a partnership, a trustee, or other legal entity. Section 23. "Properties" shall mean and refer to the real property described in Exhibit A attached hereto, together with such additional property as may be hereafter subjected to this Declaration by Supplemental Declaration. Section 24. "Special Assessment" shall mean and refer to assessments levied in accordance with Article X, Section 5 of this ~eclaration. Section 25. "Supplemental Declaration" shall mean an amendment or supplement to this Declaration which subject additional property to this Declaration or imposes, expressly or by reference, additional restrictions and obligations on the land described therein, or both. Section 26. "Virginia Oaks - Lake Manassas Association" shall mean and refer to the Virginia Oaks - Lake Manassas Association, Inc., which is the association created pursuant to and in accordance with the Virginia Oaks - Lake Manassas Declaration.

9 Page: 9 OF 44 Section 27. "Virginia Oaks - Lake Manassas Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Virginia Oaks - Lake Manassas Association recorded in Deed Book 1852 at page 997 among the land records of Prince William County, Virginia. Section 28. "Yards" shall mean and refer to any open spaces, green spaces or other open areas within Lots that are required under the terms of the Virginia Oaks-Lake Manassas Declaration and the Lake Manassas Declaration to be maintained in accordance with the maintenance program submitted to and approved by Prince William County. ARTICLE II - Property Rights Every Owner shall have a right and easement of enjoyment in and to the Common Area, subject to this Declaration as it may be amended from time to time and to any restrictions or limitations contained in any deed conveying such property to the Association. Any Owner may delegate his or her right of enjoyment to tenants, occupants and invitees, as applicable, subject to reasonable regulation by the Board and in accordance with procedures it may adopt. An Owner who leases his or her Lot shall be deemed to have delegated all such rights to the Lot's lessee. ARTICLE Membership and Voting Rights Section 1. Membership. Every Owner, as defined in Article I, shall be deemed to have a membership in the Association. No Owner, whether one (I) or more Persons, shall have more than one (1) membership per Lot owned. In the event the Owner of a Lot is more than one (1) Person, votes and rights of use and enjoyment shall be as provided herein. The membership rights of a Lot owned by a corporation or partnership shall be exercised by the individual designated from time to time by the Owner in a written instrument provided to the Secretary, subject to the provisions of this Declaration and the By-Laws. Section 2. Votinq. The Association shall have two (2) classes of membership, Class "A", and Class "B", as follows: (a) Class "A". Class "A" Members shall be all Owners of Lots with the exception of the Class "B" Member, if any. Class " A Members shall be entitled to one (1) equal vote for each assessment unit (as described in Article X, Section 2) attributable to the Lot in which they hold the interest required for membership under Section 1 hereof; In any situation where a Member is entitled personally to exercise the vote for his Lot and more than one (1) Person holds the interest in such Lot required for membership, the vote for such Lot shall be exercised as those Persons determine among themselves and advise the Secretary of the Association in writing prior to any meeting. In

10 the absence of such advice, the Lot's vote shall be suspended if more than one (1) Person seeks to exercise it. Class "B". The Class "B" Member shall be the Declarant. The rights of the Class "0" Member, including the right to approve actions taken under this Declaration and the By-Laws, are specified elsewhere in the Declaration and the By-Laws. The Class "B" Member shall be entitled to three (3) votes for each assessment unit attributable to each Lot owned by the Declarant. The Class B membership shall terminate and become converted to Class A membership upon the happening of the earlier of the following: determines. (i) (ii) December 31,2020; or Such earlier time as the Developer in its sole discretion, Such time period is hereinafter known as "Class B Control Period." ARTICLE IV - Maintenance Section 1. Association's Responsibility. The Association shall maintain and keep in good repair the Area of Common Responsibility, such maintenance to be funded as hereinafter provided. This maintenance shall include, but need not be limited to, maintenance, repair, and replacement, subject to any insurance then in effect, of all landscaping and other flora, structures, and improvements situated upon the Common Areas, including all private streets within the Properties, and such portions of any additional property included within the Area of Common Responsibility as may be dictated by this Declaration, or by a contract or agreement for maintenance thereof by the Association. Except as otherwise specifically provided herein, all costs associated with maintenance, repair and replacement of Areas of Common Responsibility shall be Common Expenses to be allocated among all as part of the Base Assessment. The Association may maintain property which it does not own if the Board of Directors determines such maintenance is necessary or desirable to maintain the Community-Wide Standard. Section 2. Owner's Responsibility. Each Owner shall maintain his or her Lot and all structures, parking areas and other improvements comprising the Lot in a manner consistent with the Community-Wide Standard and all applicable covenants. If any Owner fails properly to perform his or her maintenance responsibility, the Association may perform it and assess all costs incurred by the Association against the Lot and the Owner thereof. Except when entry is required due to an emergency situation, the Association shall afford the Owner reasonable notice and an opportunity to cure the problem prior to entry. The responsibilities of the Owner under this Section shall be in addition to and not in limitation of the Owner's obligation to maintain Yards in accordance with Section 4 of this Article.

11 Section 3. Maintenance of Open Spaces and Yards. Pursuant to the Lake Manassas Declaration, the Lake Manassas Association has responsibility for the maintenance of golf courses, open spaces and Yards within the property subject to the Lake Manassas Declaration. Lake Manassas Association has delegated to this Association responsibility for maintenance of open space areas and Yards within the Properties. In connection therewith, the Association is required to submit to Lake Manassas Association or to Prince William County and the City of Manassas, on an annual basis, detailed plans for any program of landscape maintenance to be conducted by the Association within the Properties specifying the rate and schedule for application of all fertilizers, pesticides, and herbicides. The Association shall provide for or make available to each Owner of a Lot a copy of the maintenance program for Yards approved by Prince William County. Section 4. Maintenance of Yards. Each Owner shall be required to maintain Yards in accordance with the maintenance program submitted to and approved by Prince William County, which program will include the types and amounts of fertilizers, pesticides, herbicides and the like to be used and the rate and time of application, a copy of which will be made available to each Owner. In the event an Owner does not maintain his Yard as required herein, the Association will provide the Owner notice of such failure and afford such Owner a reasonable period of time to cure such failure. In the event the Owner does not cure such failure within such time period, the Association shall have the right to undertake to maintain such Owner's Yard so as to ensure compliance with the requirements of the maintenance program, and all costs of such maintenance shall be allocable to such Owner. The Association may impose Maintenance Assessments upon such Owner for such costs, including a reasonable administrative charge for the administrative costs, legal fees, accounting costs and overhead of the Association associated therewith. The provisions of this Section shall not preclude enforcement by the Lake Manassas Association or the Virginia Oaks - Lake Manassas Association of the obligations of the Owner to so maintain Yards pursuant to the provisions of the Lake Manassas Declaration or the Virginia Oaks - Lake Manassas Declaration. ARTICLE V - Insurance and Casualty Losses Section 1. Insurance. The Association's Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain blanket all-risk casualty insurance, if reasonably available, for all insurable improvements on the Common Area. If blanket all-risk coverage is not reasonably available, then at a minimum an insurance policy providing fire and extended coverage shall be obtained. This insurance shall be in an amount sufficient to cover one hundred (100%) percent of the replacement cost of any repair or reconstruction in the event of damage or destruction from any insured hazard. The Board shall also obtain a public liability policy covering the Common Area, the Association and its Members for all damages or injury caused by the negligence of the Association or any of its Members or agents. The public liability policy shall have at least a One Million ($1,000,000.00) Dollar single person limit as respects bodily injury and Page Zr 11

12 property damage, a Three Million ($3,000,000.00) Dollar limit per occurrence, if reasonably available, and a Five Hundred Thousand ($500,000.00) Dollar minimum property damage limit. Premiums for all insurance on the Common Area shall be Common Expenses of the Association and shall be included in the Base Assessment, as defined in Article I and as more particularly described in Article X. The policy may contain a reasonable deductible, and, in the case of casualty insurance, the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost. The deductible shall be paid by the party who would be liable for the loss or repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount of each party's loss bears to the total. All insurance coverage obtained by the Board of Directors shall be written in the name of the Association as trustee for the respective benefited parties, as further identified in (b) below. Such insurance shall be governed by the provisions hereinafter set forth: (a) All policies shall be written with a company licensed to do business in Virginia which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by A. M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating. (b) All policies on the Common Area shall be for the benefit of the Association and its Members. (c) Exclusive authority to adjust losses under policies obtained by the Association on the Properties shall be vested in the Association's Board of Directors; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto. (d) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by Owners, occupants or any of their Mortgagees. (e) All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the Prince William County, Virginia, area. (f) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following: (i) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners and their respective tenants, servants, agents, and guests; Page 8 IZ

13 Instr: g Page: 13 OF 44 (ii) instead of paying cash; a waiver by the insurer of its rights to repair and reconstruct, (iii) a statement that no policy may be canceled, invalidated, suspended, or subject to non-renewal on account of any one or more Owners; (iv) a statement that no policy may be canceled, invalidated, suspended, or subject to non-renewal on account of the conduct of any director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its manager, any Owner or Mortgagee; (v) that any "other insurance" clause in any policy exclude Owners' policies from consideration; and (vi) that the Association will be given at least thirty (30) days' prior written notice of any cancellation, substantial modification, or non-renewal. In addition to the other insurance required by this Section, the Board shall obtain, as a common expense, worker's compensation insurance, if and to the extent required by law, directors' and officers' liability coverage, if reasonably available, a fidelity bond or bonds on directors, officers, employees, and other Persons handling or responsible for the Association's funds, if reasonably available, and flood insurance, if required. The amount of fidelity coverage shall be determined in the directors' best business judgment but, if reasonably available, may not be less than three (3) months assessments on all Lots, plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty (30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal. Section 2. Individual Insurance. By virtue of taking title to a Lot subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that each Owner shall carry blanket all-risk casualty insurance which includes fire and hazard on the Lot(s) and structures constructed thereon in an amount to cover 100% of the replacement cost of the Lot. Each Owner further covenants and agrees that in the event of a partial loss or damage and destruction resulting in less than total destruction of structures comprising his Lot, the Owner shall proceed promptly to repair or to reconstruct the damaged structure in a manner consistent with the original construction or such other plans and specifications as are approved in accordance with Article XI of this Declaration. The Owner shall pay any costs of repair or reconstruction which is not covered by insurance proceeds. In the event that the structure is totally destroyed, the Owner may, within ninety (90) days of destruction, elect not to rebuild or to reconstruct, in which case the Owner shall so notify the Association within said ninety (90) day period and shall thereafter promptly clear the Lot of all debris and return it to substantially the natural state in which it existed prior to the beginning of construction, and thereafter the Owner Page 9 13 J:\LAKEMANA\3516\Amended Declaration.doc 4/23/03,5/1/03,5/6/03;9/24/03

14 llll l llll ll ll Instr:2OQ Page: 14 OF 44 shall continue to maintain the Lot in a neat and attractive condition consistent with the Community-Wide Standard. Section 3. Damage and Destruction. (a) Immediately after damage or destruction by fire or other casualty to all or any part of the Properties covered by insurance written in the name of the Association, the Board of Directors or its duly authorized agent shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed Properties. Repair or reconstruction, as used in this paragraph, means repairing or restoring the Properties to substantially the same condition in which they existed prior to the fire or other casualty, allowing for any changes or improvements necessitated by changes in applicable building codes. ; (b) Any damage or destruction to the Common Area shall be repaired or reconstructed unless Members representing at least seventy-five (75%) percent of the total vote of the Association shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such information shall be made available; provided, however, such extension shall not exceed sixty (60) additional days. No Mortgagee shall have the right to participate in the determination of whether the damage or destruction to Common Area shall be repaired or reconstructed. (c) In the event that it should be determined in the manner described above that the damage or destruction to the Common Area shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Properties shall be restored to their natural state and maintained by the Association in a neat and attractive condition consistent with the Community-Wide Standard. Section 4. Disbursement of Proceeds. If the damage or destruction for which the proceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided. Any proceeds remaining after defraying such costs of repair or reconstruction to the Common Area shall be retained by and for the benefit of the Association and placed in a capital improvements account. In the event no repair or reconstruction is made, any proceeds remaining after making such settlement as is necessary and appropriate with the affected Owner or Owners and their Mortgagee(s) as their interests may appear, shall be retained by and for the benefit of the Association and placed in a capital improvements account. This is a covenant for the benefit of any Mortgagee of a Lot and may be enforced by such Mortgagee. Page?Q I4

15 Page: 15 0~-44 Section 5. Repair and Reconstruction. If the damage or destruction to the Common Area for which insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the Members, levy a special assessment against all Owners on the same basis as provided for Base Assessments. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction. Section 6. Lake Manassas Association Insurance. The Association may, at its option, arrange for the Lake Manassas Association to provide the insurance coverage required in this Article. ARTICLE VI - No Partition Except as is permitted in the Declaration or amendments thereto, there shall be no physical partition of the Common Area or any part thereof, nor shall any Person acquiring any interest in the Properties or any part thereof seek any judicial partition unless the Properties have been removed from the provisions of this Declaration. This Article shall not be construed to prohibit the Board of Directors from acquiring and disposing of tangible personal property nor from acquiring title to real property which may or may not be subject to this Declaration. In addition, this Article shall not prevent any Lot Owner from seeking partition by sale of a Lot. ARTICLE VII - Condemnation Whenever all or any part of the Common Area shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of Members representing a least two-third (213) of the total Association vote and the Declarant, as long as the Declarant owns any property described in Exhibit A or any real property subsequently annexed by the Association) by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof. The award made for such taking shall be payable to the Association as trustee for all Owners to be disbursed as follows: If the taking involves a portion of the Common Area on which improvements have been constructed, then, unless within sixty (60) days after such taking the Declarant, so long as the Declarant owns any property described in Exhibit A or any real property subsequently annexed by the Association and Members representing at least seventy-five (75%) percent of the total vote of the Association shall otherwise agree, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Area to the extent lands are available therefore, in accordance with plans approved by the Board of Directors of the Association. If such improvements are to be repaired or restored, the above provisions in Article V hereof regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply. If the taking does not involve any improvements on the Common Area, or if there are net

16 Instr: B9 Page: 16 OF 44 funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board of Directors of the Association shall determine. ARTICLE Vlll - Annexation of Additional Property and Withdrawal of Property Section 1. Annexation Without Approval of Class "A" Membership. As the owner thereof, or if not the owner, with the consent of the owner thereof, Declarant shall have the unilateral right, privilege, and option, from time to time at any time until December 31, 2020, to subject to the provisions of this Declaration and the jurisdiction of the Association all or any portion of the real property located within the vicinity of the real property described in Exhibit A attached hereto. Such annexation shall be accomplished by filing in the public records of Prince William County, Virginia, an amendment to this Declaration annexing such property. Such Supplemental Declaration shall not require the consent of Members. Any such annexation shall be effective upon the filing for record of such Supplemental Declaration unless otherwise provided therein. Declarant shall have the unilateral right to transfer to any other Person the said right, privilege, and option to annex additional property which is herein reserved to Declarant, provided that such transferee or assignee shall be the developer of at least a portion of the real property described in Exhibit A and that such transfer is memorialized in a written, recorded instrument executed by the Declarant. Section 2. Annexation With Approval of Class "A" Membership. Subject to the consent of the owner thereof, the Association may annex real property other than that described in Section 1 above, to the provisions of this Declaration and the jurisdiction of the Association. Such annexation shall require the written consent of % of the Class "A" Members of the Association and of the Declarant, so long as Declarant owns property subject to this Declaration. Annexation shall be accomplished by filing of record in the public records of Prince William County, Virginia, a Supplemental Declaration describing the property being annexed. Any such Supplemental Declaration shall be signed by the President and the Secretary of the Association, and by the owner of the property being annexed, and any such annexation shall be effective upon filing unless otherwise provided therein. The relevant provisions of the By-Laws dealing with regular or special meetings, as the case may be, shall apply to determine the time required for and the proper form of notice of any meeting called for the purpose of considering annexation of property pursuant to this Section 2 and to ascertain the presence of a quorum at such meeting. Section 3. Acquisition of Additional Common Area. Declarant may convey to the Association additional real estate, improved or unimproved, located within the Properties described in Exhibit A or in the vicinity of such property (if annexed into the Association), which upon conveyance or dedication to the Association shall be accepted by the Association and thereafter shall be maintained by the Association at its expense for the benefit of all its Members.

17 Page: 17 OF 44 Section 4. Withdrawal. Until December 31,2020, the Declarant has the unilateral right from time to time without the joinder or approval of the Association or any Owner or Mortgagee to sign and record an amendment to the Declaration and the applicable Supplementary Declaration withdrawing any portion of land described in Exhibit A (whether or not such land is owned by the Declarant), if: (i) such land is dedicated or is to be dedicated to public use or conveyed to a public agency; (ii) such land is zoned or to be used for residential purposes; or (iii) such land is to be used for civic purposes (land owned by a governmental agency or nonprofit organization that is used primarily for public uses including without limitation schools, fire and rescue stations, police stations, libraries, churches, parks and nonprofit day care centers). To withdraw land not owned by the Declarant, the consent of the Owner is required. Any land dedicated for public street purposes is automatically withdrawn and the Declarant may unilaterally, without the approval of the Association or any Owner or Mortgagee, record an instrument confirming such withdrawal. The Declarant may exercise the rights reserved hereunder without the joinder or approval of the Association or any Owner or Mortgagee (except the Owner of and holder of a Mortgage on the land being withdrawn), and such right may be terminated only upon the recordation by the Declarant of an instrument relinquishing such right. There are no limitations on the Declarant's rights to withdraw except as set forth in this Section. The Declarant may record one or more amendments to this Declaration and the applicable Supplementary Declaration and Exhibits thereto removing the real property described therein from the jurisdiction of the Association, and upon the recordation of any such amendment, this Declaration shall thereupon cease to bind, run with or otherwise affect the real estate therein described. Section 5. Amendment. This Article shall not be amended without the prior written consent of Declarant, during the Declarant Control Period or so long as the Declarant owns any of the Properties subjected to this Declaration. ARTICLE IX - Rights and Obligations of the Association Section 1. Common Area. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the exclusive management and control of the Common Area and all improvements thereon (including, without limitation, furnishings and equipment related thereto and common landscaped areas), and shall keep it in good, clean, attractive, and sanitary condition, order, and repair, pursuant to the terms and conditions hereof and consistent with the Community-Wide Standard. Section 2. Personal Pro~ertv and Real Property for Common Use. The Association, through action of its Board of Directors, may acquire, hold and dispose of tangible and intangible personal property and real property. The Board, acting on behalf of the Association, shall accept any real or personal property, leasehold, or other property interests conveyed to it by the Declarant. Page?$ 17

18 l I llll I l 1 Instr: B9 Page: 18 OF 44 Section 3. Rules and Requlations. The Association, through its Board of Directors, may make and enforce reasonable rules and regulations governing the use of the Properties, which rules and regulations shall be consistent with the rights and duties established by this Declaration. Imposition of sanctions shall be as provided in the By- Laws of the Association and as required by the Virginia Property Owners Association Act. Section 4. Countv Ordinances. The Association, through the Board, by contract or other agreement, shall have the right to enforce county ordinances or permit Prince William County to enforce ordinances on the Properties for the benefit of the Association and its Members. Section 5. Implied Riqhts. The Association may exercise any other right or privilege given to it expressly by this Declaration or the By-Laws, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege. Section 6. Governmental Interests and Utilities. The Association shall permit the Declarant to designate sites within the Properties for fire, police, water, sewer and utility facilities. Such sites shall not be subject to the use restrictions contained in this Declaration so long as they are being used for the provision of fire, police, water, sewer and/or utility service, but such sites shall be subject to architectural guidelines and standards adopted from time to time by the Association. ARTICLE X - Assessments Section 1. Creation of Assessments. There are hereby created assessments for Association expenses as may from time to time specifically be authorized by the Board of Directors to be commenced at the time and in the manner set forth in Section 7 of this Article. There shall be three (3) types of assessments: (a) Base Assessments to fund Common Expenses for the benefit of all Members of the Association; (b) Maintenance Assessments which may be imposed against Members and Lots for failure to maintain Yards as required by the Lake Manassas Declaration and Article IV hereof; and (c) Special Assessments as described in Section 4 below. Each Owner, by acceptance of a deed or recorded contract of sale to any portion of the Properties, is deemed to covenant and agree to pay the Assessments. The Assessments, together with interest and a late fee at a rate not to exceed the highest rate allowed by Virginia law as computed from the date the delinquency first occurs, costs, and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the Lot against which each assessment is made. The Assessments, together with interest, costs, and reasonable attorneys' fees, shall also be the personal obligation of the Person who was the Owner of such Lot at the time the assessment arose, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance, except no first Mortgagee who obtains title to a Lot pursuant to the remedies provided in the Mortgage shall be liable for unpaid Assessments which accrued prior to such acquisition of title, and the liability of any PageW I$ J:\LAKEMANA\3516\Amended Declaration.doc 4/23/03.5/1/03,5/6/03;9/24/03

19 Instr eg Page: 19 OF 44 Institutional Lender (as defined in Section 10 of this Article) shall be limited as provided in Section 10 of this Article. The Association shall, upon written demand at any time, furnish to any Owner liable for any type of assessment a certificate in writing signed by an officer of the Association setting forth whether such assessment has been paid as to any particular Lot. Such certificate shall be conclusive evidence of payment to the Association of such assessment therein stated to have been paid. The Association may require the advance payment of a processing fee not to exceed Fifty ($50.00) Dollars for the issuance of such certificate. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, annual, quarterly or monthly installments in advance. No Owner may waive or otherwise exempt himself or itself from liability for the Assessments, by non-use of Common Areas or abandonment of a Lot. The obligation to pay Assessments is a separate and independent covenant on the part of each Owner. No diminution or abatement of Assessment or set-off shall be claimed or allowed by reason of any alleged failure of the Association or Board to take some action or perform some function required to be taken or performed by the Association or Board under this Declaration or the By-Laws, or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority. The Association is specifically authorized to enter into subsidy contracts or contracts for "in kind" contribution of services or materials or a combination of services and materials with Declarant or other entities for the payment of some portion of the Common Expenses. Section 2. Establishment of Base Assessment. Base Assessments shall be levied equally on all Members based on the number of "assessment units" assigned to each Member as follows: (a) For each unimproved Lot subject to this Declaration, one assessment unit for each five thousand (5,000) square feet of land within the boundaries of that Lot (excluding streets and Common Areas); and (b) For each improved Lot subject to this Declaration, one assessment unit for each five thousand (5,000) square feet of land within the boundaries of that Lot (excluding streets and Common Areas) (rounded to the nearest five thousand (5,000) square feet) and three (3) assessment units for each five thousand (5,000) square feet of gross floor area (including everything within the outer perimeter shell of the building or buildings thereon) on the Lot (rounded to the nearest five thousand (5,000) square feet). Page 76 iq

20 Instr: Page: 20 OF 44 It shall be the duty of the Board, at least sixty (60) days before the beginning of each fiscal year, to prepare a budget covering the estimated Common Expenses of the Association during the coming year (assuming for purposes of the budget development as contemplated for all of the property subject to the Declaration or subject to annexation without approval of the Class "A" membership). The budget shall include a capital contribution establishing a reserve fund in accordance with a capital budget separately prepared. The Board shall cause a copy of the Common Expense budget and notice of the amount of Base Assessment to be levied against each Lot for the following year to be delivered to each Owner least thirty (30) days prior to the beginning of the fiscal year. Such budget and assessment shall become effective unless disapproved at a meeting of the Members by the vote of Members or their alternates representing at least a majority of the total Class "A" vote in the Association, and by the Class "B" Member, if such exists. There shall be no obligation to call a meeting for the purpose of considering the budget except on petition of the Members for a special meeting as provided for in the By-Laws. Notwithstanding the foregoing, however, in the event the proposed budget is disapproved or the Board fails for any reason so to determine the budget for any year, then and until such time as a budget shall have been determined as provided herein, the budget in effect for the immediately preceding year shall continue for the current year. Section 3. Computation of Maintenance Assessments. Maintenance Assessments shall be imposed only on Members and Lots for failure to maintain the Yards as more particularly set forth in Article IV hereof. Insofar as each Member has undertaken to provide such maintenance for their respective Lots, or any properties owned by a Member, no Maintenance Assessment shall be imposed unless a Member fails to so maintain the Yards as required by the Lake Manassas Declaration. In such event, the Association will provide the Member notice of such failure and afford such Member a reasonable period of time to cure such failure. In the event the Member does not cure such failure within such time period, the Association is authorized to undertake such maintenance and all costs of maintenance shall be assessed against such Member as more particularly described in Article IV hereof. Section 4. Special Assessments. In addition to the assessments authorized above, the Board of Directors may levy in any fiscal year of the Association a Special Assessment payable over not more than the next three (3) succeeding years against all of the Lots for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of the Common Area, or any portion thereof, including fixtures and personal property related thereto or upon public lands within the Properties or for any purpose with the Association's responsibilities. Pursuant to Section of the Property Owners Association Act, such Special Assessment may be rescinded if, at a meeting at which a quorum is present, called within 60 days of notice of the Special Assessment, the majority of the votes of the Class A Members who are voting in person or proxy agrees to rescind the Special Assessment. Special Assessments shall be imposed against Lots in the same manner as Base Assessments as provided in Section 2 above. Page 20

21 l li l llll l ll Il Ill l ll Il1 I1 Instr: Page: 21 OF 44 The Association may also levy a Special Assessment against any Member to reimburse the Association for costs incurred in bringing a Member and his Lot into compliance with the provisions of the Declaration, any amendments thereto, the Articles, the By-Laws, and the Association rules, which Special Assessment may be levied upon the vote of the Board after notice to the Member and an opportunity for a hearing. Special Assessments shall be in addition to Maintenance Assessments described in Section 3 above, which shall be imposed only for the limited purposes set forth in Section 3 above. Section 5. Lien for Assessments. Upon recording of a notice of lien on any Lot, there shall exist a perfected lien for unpaid Assessments prior and superior to all other liens, except (1) all taxes, bonds, assessments, and other levies which by law would be superior thereto, and (2) the lien or charge of any first Mortgage of record (meaning any recorded Mortgage with first priority over other Mortgages) made in good faith and for value. Such lien, when delinquent, may be enforced by any legal means including suit, judgment, foreclosure, and action on the debt. The Association, acting on behalf of the Owners, shall have the power to bid for the Lot at foreclosure sale and to acquire and hold, lease, mortgage, and convey the same. During the period in which a Lot is owned by the Association following foreclosure: (a) No right to vote shall be exercised on its behalf; (b) no assessment shall be assessed or levied on it; and (c) each other Lot shall be charged, in addition to its usual assessment, its equal pro rata share of the assessment that would have been charged such Lot had it not been acquired by the Association as a result of foreclosure. Suit to recover a money judgment for unpaid Common Expenses and attorneys' fees shall be maintainable without foreclosing or waiving the lien securing the same. Section 6. Reserve Budget and Contribution. The Board of Directors shall annually prepare a reserve budget to take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected reserve needs of the Association, as shown on the reserve budget, with respect both to amount and timing by annual assessments over the period of the budget. The capital contribution required, if any, shall be fixed by the Board and included within the Base Assessment. Section 7. Date of Commencement of Assessments. The Base Assessment shall commence as to each Lot on the first day of the month following the date of conveyance of the Lot'by the Declarant. Assessments shall be due and payable in a manner and on a schedule as the Board of Directors may provide. The first Assessment shall be adjusted according to the number of days remaining in the fiscal year at the time assessments commence on the Lot. Section 8. Subordination of the Lien to First Mortqaqes. The lien of Assessments, including interest, late charges (subject to the limitations of Virginia law), and PageX ZI J:\LAKEMANA\3516\Amended Declaration.doc 4123/03,5/1/03,5/6/03;

22 Ins~r: Page: 22 OF 44 costs (including attorneys' fees) provided for herein, shall be subordinate to the lien of any first Mortgage upon any Lot. The sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to judicial or nonjudicial foreclosure of a first Mortgage shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from lien rights for any Assessments thereafter becoming due. Where the Mortgagee holding a first Mortgage of record or other purchaser of a Lot obtains title pursuant to remedies under the Mortgage, its successors and assigns shall not be liable for the share of the Common Expenses or Assessments by the Association chargeable to such Lot which became due prior to the acquisition of title by such acquirer. Such unpaid share of Common Expenses or Assessments shall be deemed to be Common Expenses collectible~from Owners of all the Lots, including such acquirer, its successor and assigns. Section 9. Capital Contribution. The Board of Directors shall levy an "initial assessment" against the Owner of a Lot who is not the Declarant at such time as the Lot(s) is conveyed to the Owner. Such initial assessment shall be in an amount equal to two (2) months of the initial Base Assessment, and shall be utilized for commencing the business of the Association and providing the necessary working fund for it. Section 10. lnstitutional Lenders. Notwithstanding anything to the contrary herein, an lnstitutional Lender (as defined below) that takes title to any portion of the Properties pursuant to foreclosure, deed in lieu of foreclosure or other action to enforce a mortgage, deed of trust or similar security instrument with respect to such portion of the Properties shall have liability for liens or Assessments only to the extent of its interest in that portion of the Properties. This provision shall not inure to the benefit of any transferee or assignee of the lnstitutional Lender (except to the extent such assignee is an lnstitutional Lender or is deemed to be one as provided below), nor to any party other than an lnstitutional Lender that purchases such portion of the Properties at any foreclosure sale. For purposes hereof, "lnstitutional Lender" shall mean any business or institution that engages in the regular business of making loans secured by mortgages or deeds of trust for the acquisition of real estate or the development or construction of real estate improvements, and the term "lnstitutional Lender" shall also include any Person that purchases a loan made by an lnstitutional Lender for full value. Nothing contained in this Section is intended to limit the rights of the Association to make any Assessments or impose any liens provided for in this Declaration. Section 1 1. Exempt Property. Notwithstanding anything to the contrary herein, the following property shall be exempt from payment of Assessments: (a) all Common Area; and (b) all property dedicated to and accepted by any governmental authority or public utility, including, without limitation, public schools, public streets, and public parks, if any.

23 Page: 23 OF 44 (c) all property owned by non-profit organizations and restricted for use as private schools or churches; provided, however, the availability of the exemption for such non-profit organizations is contingent upon prior approval by the Board of Directors. ARTICLE XI - Architectural Standards The Board of Directors shall have the authority and standing, on behalf of the Association, to enforce in courts of competent jurisdiction decisions of the committees established in Sections 1 and 2 of this Article XI. This Article may not be amended without the Declarant's written consent so long as the Declarant owns any land subject to this Declaration or subject to annexation to this Declaration. No construction, which term shall include within its definition staking, clearing, excavation, grading, and other site work, no exterior alteration or modification of existing improvements, and no plantings or removal of plants, trees, or shrubs shall take place except in strict compliance with this Article, until the requirements below have been fully met, and until the approval of the appropriate committee has been obtained. All structures constructed on any portion of the Properties shall be designed by and built in accordance with the plans and specifications of a licensed architect by a builder or contractor approved by the New Construction Committee. Section 1. New Construction Committee. The New Construction Committee (NCC) shall have exclusive jurisdiction over all original construction on any portion of the Properties. The NCC shall prepare and, on behalf of the Board of Directors, shall promulgate design and development guidelines and application and review procedures, all as part of the Community Development Code and Land Use Standards ("CDC-LUS"). Copies shall be available from the New Construction Committee for review. The guidelines and procedures shall be those of the Association, and the NCC shall have sole and full authority to prepare and to amend the CDC-LUS. It shall make the CDC-LUS available to Owners, builders, and developers who seek to engage in development of or construction upon all or any portion of the Properties and such Owners, builders and developers shall conduct their operations strictly in accordance therewith. Until one hundred percent (1 00%) of the Properties have been developed and all buildings within the Properties have obtained Certificates of Use and Occupancy (or its equivalent) from Prince William County, the Declarant retains the right to appoint all members of the NCC, which shall consist of at least three (3), but no more than five (5), persons. There shall be no surrender of this right prior to that time except in a written instrument in recordable form executed by Declarant. Upon the expiration of such right, the Board of Directors shall appoint the members of the NCC in the same manner as provided in Section 2 of this Article for the Modifications Committee. Section 2. Modifications Committee. The Board of Directors may establish a Modifications Committee (MC) to consist of at least three (3) and no more than five (5) members, all of whom shall be appointed by the Board of Directors. The MC, if

24 Instr:ZQ g Page: 24 OF 44 established, shall have exclusive jurisdiction over modifications, additions, or alterations made on or to existing improvements or structures within the Properties. The Modifications Committee shall promulgate detailed standards and procedures governing its areas of responsibility and practice, consistent with the CDC-LUS. In addition thereto, the following shall apply. Plans and specifications showing the nature, kind, shape, color, size, materials, and location of such modifications, additions, or alterations, shall be submitted to the MC for approval as to quality of workmanship and design and as to harmony of external design with existing structures, location in relation to surrounding structures, topography, and finish grade elevation. No permission or approval shall be required to repaint in accordance with an originally approved color scheme, or to rebuild in accordanceuwith originally approved plans and specifications. Nothing contained herein shall be construed to limit the right of an Owner to remodel the interior of his Lot, or to paint the interior of his Lot any color desired. In the event that the MC fails to approve or to disapprove such plans or to request additional information reasonably required within fortyfive (45) days after submission, the plans shall be deemed approved. Section 3. Review Fees and Deposits. The NCC and the MC shall have the right to require that (i) a nonrefundable review fee in such amount as the NCC or MC may determine from time to time be submitted with each set of plans and (ii) that a refundable deposit in such amount as the NCC or MC may determine from time to time be submitted as a condition of approval of any plans, such refundable deposit to be used by the Association, upon direction of the NCC or MC, to complete or correct any deficiencies in the work on a Lot (including failure to complete landscaping in a timely fashion), with any remaining balance to be refunded to the Lot Owner upon completion of all work on a Lot in accordance with the plans in a good and workmanlike manner. The right of the NCC or MC to require a deposit or the existence of the deposit shall not require the NCC or MC to cause the Association to correct or complete any work on a Lot or to inspect or discover deficient work, and the right of the NCC or MC to require a deposit or the existence of the deposit shall not relieve the Lot Owner of any responsibility to complete all work on a Lot in accordance with the plans approved by the NCC or the MC. Section 4. No Waiver of Future Approvals. The approval of either the NCC or MC of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of such Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters which may be subsequently or additionally submitted for approval or consent. Section 5. Variance. The NCC or the Board may authorize variances from compliance with any of the provisions of the CDC-LUS when circumstances such as topography, natural obstructions, hardship, or aesthetic or environmental considerations require. Such variances may only be granted, however, when unique circumstances dictate and no variance shall (a) be effective unless in writing, (b) be contrary to the restrictions set forth in the body of this Declaration, or (c) estop the NCC from denying a

25 l li Instr: Page: 25 OF 44 variance in other circumstances. For purposes of this Section, the inability to obtain either approval of any governmental agency, the issuance of any permit, or the terms of any financing shall not be considered a hardship warranting a variance. ARTICLE XI1 - Use Restrictions The Properties shall be used only for nonresidential and related purposes as may more particularly be permitted under applicable zoning and other restrictions of federal, state and local governments, subject to such further restrictions as may be set forth in this Declaration, amendments hereto or subsequently recorded declarations creating associations subject to this Declaration. In addition to the use restrictions and guidelines contained herein and in the Community Development Code-Land Use Standards, all of which shall be binding upon the Owners and the Lots, the Association, acting through its Board of Directors, shall have authority to make and to enforce standards and restrictions governing the use of the Properties and to impose reasonable user fees for use of Common Area facilities. Such regulations and use restrictions shall be binding upon all Owners and occupants until and unless overruled, canceled or modified in a regular or special meeting of the Association by the vote of Members representing a rfiajority of the total Class "A" votes in the Association and by the vote of the Class "B" member, so long as such membership shall exist. Section 1. Signs. No sign of any kind shall be erected within the Properties except in accordance with guidelines adopted by the Association or otherwise with the written consent of the Board of Directors. The Board of Directors or Declarant shall have the right to erect signs as they, in their discretion, deem appropriate. Notwithstanding the above, no signs, flags, banners or similar items advertising or providing directional information with respect to activities being conducted outside the Properties shall be permitted within the Properties. Section 2. Parkinq. Vehicles shall be parked only in appropriate spaces or designated areas in which parking may or may not be assigned and then subject to such reasonable rules and regulations as the Board of Directors may adopt. There shall be no on-street parking except that the Declarant and/or th.e Association may designate certain on-street parking areas for visitors or guests subject to reasonable rules. Section 3. Occupants Bound. All provisions of the Declaration, By-Laws, the Community Development Code-Land Use Standards and of any rules and regulations or use restrictions promulgated pursuant thereto which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all occupants, guests and invitees of any Member. Every Owner shall cause all occupants of his or her Lot to comply with the Declaration, By-Laws, the Community Development Code-Land Use Standards and the rules and regulations adopted pursuant thereto, and shall be responsible for all violations and losses to the Common Areas caused by such occupants, notwithstanding the fact that such occupants of a Lot are fully liable and may be sanctioned for any

26 Page: 26 OF 44 violation of the Declaration, By-Laws, the Community Development Code-Land Use Standards and rules and regulations adopted pursuant thereto. Section 4. Animals. No animals, livestock, or poultry of any kind shall be raised, bred, or kept in any Lot or on any portion of the Properties, without prior written consent of the Board of Directors. Section 5. Nuisance. No portion of the Properties shall be used, in whole or in part, for the storage of any property or thing that will cause it to appear to be in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any substance, thing, or material be kept upon any portion of the Properties that will emit foul or obnoxious odors or that will cause any noise-or other condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the occupants of surrounding property. No noxious or offensive activity shall be carried on upon any portion of the Properties, nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance, or nuisance to any person using any portion of the Properties. There shall not be maintained any plants or animals or device or thing of any sort whose activities or existence in any way is noxious, dangerous, unsightly, unpleasant, or of a nature as may diminish or destroy the enjoyment of the Properties. Section 6. Unsiqhtly or Unkempt Conditions. It shall be the responsibility of each Owner to prevent the development of any unclean, unhealthy, unsightly, or unkempt condition on his or her Lot. Section 7. Antennas. No exterior antennas, aerials, satellite dishes, or other apparatus for the transmission of television, radio, or other signals of any kind shall be placed, allowed, or maintained upon any portion of the Properties, including any Lot, without the prior written consent of the Board or its designees. The Declarant andlor the Association shall have the right, without obligation, to erect an aerial, satellite dish, or other apparatus for a master antenna or cable system for the benefit of all or a portion of the Properties, should any such master system or systems be utilized by the Association and require any such exterior apparatus. The Declarant shall have the right, so long Declarant is permitted to annex property without the consent of the Class "A" membership, and thereafter the Association shall have the right, to designate suppliers of cable based services such as television for any portion or all of the Properties, and each Owner will agrees to use only such designated suppliers for such services. Section 8. Mechanical Equipment, Garbaqe Cans, Etc. All mechanical equipment servicing buildings, garbage cans, trash containers, above-ground tanks and other similar items shall be located or screened so as to be concealed from view of neighboring Lots, streets and property located adjacent to the Lot. All rubbish, trash, and garbage shall be regularly removed from the Properties and shall not be allowed to accumulate thereon. The Association may, at its option, arrange for trash pickup service and the cost of such service may, at the option of the Association, be treated as a Common Expense or charged directly by the provider of such service to each Lot that is served.

27 l 1l l 1l 1 ~nstr: page: 27 OF 44 Section 9. Subdivision of Lot and Time Sharing. No Lot shall be subdivided or its boundary lines changed except with the prior written approval of the Board of Directors of the Association. Declarant, however, hereby expressly reserves the right to replat any Lot or Lots owned by Declarant. Any such division, boundary line change, or replatting shall not be in violation of the applicable subdivision and zoning regulations. Section 10. Guns. The discharge of firearms within the Properties is prohibited. The term "firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. Section 11. Irriqation. Each Owner is encouraged to install an irrigation system. No sprinkler or irrigation systems of any type which draw upon water from creeks, streams, rivers, lakes, ponds, wetlands, canals or other ground or surface waters within the Properties shall be installed, constructed or operated within the Properties unless prior written approval has been received from the NCC. All sprinkler and irrigation systems shall be subject to approval in accordance with Article XI of this Declaration. Private irrigation systems shall be subject to approval in accordance with Article XI of this Declaration. Private irrigation wells are prohibited on the Properties. Provided, however, this Section 11 shall not apply to the Declarant, and it may not be amended without Declarant's written consent so long as Declarant has the right to add property in accordance with Article VIII. Section 12. Tents, Trailers and Temporarv Structures. Except as may be permitted by the NCC during initial construction within the Properties, no tent, utility shed, shack, trailer or other structure of a temporary nature shall be placed upon a Lot or any part of the Properties. Section 13. Drainage and Septic Systems. Catch basins and drainage areas are for the purpose of natural flow of water only. No obstructions or debris shall be placed in these areas. No person other than Declarant may obstruct or rechannel the drainage flows after location and installation of drainage swales, storm sewers, or storm drains. Declarant hereby reserves a perpetual easement across the Properties for the purpose of altering drainage and water flow. Septic systems are prohibited on the Properties. Section 14. Siqht Distance at Intersections. All property located at street intersections shall be landscaped so as to permit safe sight across the street corners. No fence, wall, hedge, or shrub planting shall be placed or permitted to remain where it would create a traffic or sight problem. Section 15. Utility Lines. No overhead or aboveground utility lines, including lines for cable television, shall be permitted within the Properties, except for temporary lines as required during construction and high voltage lines if required by law or for safety purposes. Section 16. Artificial Veqetation, Exterior Sculpture, and Similar Items. No artificial vegetation shall be permitted on the exterior of any portion of the Properties. Exterior sculpture, fountains, flags, and similar items must be approved in accordance with Article XI of this Declaration.

28 Instr:20( Page: 20 OF 44 Section 17. Lakes and Water Bodies. All lakes, ponds, and streams within the Properties shall be aesthetic amenities only, and no other use thereof, including, without limitation, fishing, swimming, boating, playing, or use of personal flotation devices, shall be permitted, except as may be specifically allowed in writing by the Board of Directors. The Association shall not be responsible for any loss, damage, or injury to an person or property arising out of the authorized or unauthorized use of lakes, ponds, or streams within the Properties. ARTICLE Xlll - Golf Courses Section 1. General. The Properties are located nearby a private golf club known as the Robert Trent Jones Golf Club, together with certain cottages known as the Robert Trent Jones Golf Club Cottages (collectively the "Robert Trent Jones Golf Club"). In addition, the "Stonewall Golf Club" has been developed by the Declarant on approximately 160 acres of land to the west of the Properties. The Robert Trent Jones Golf Club and the Stonewall Golf Club are hereinafter known as Golf Courses. Section 2. No Riqht of Entry or Use. The Robert Trent Jones Golf Club is a private club, and no Member or Owner shall, by virtue of its status as a Member or Owner, have any rights to enter the Robert Trent Jones Golf Club, to use the facilities of the Robert Trent ones Golf Club, or to become a member of the Robert Trent Jones Golf Club. The Stonewall Golf Club is not a private club, however, is privately owned. No Owner or Member shall by virtue of its status as a Member or Owner have any ownership rights or other rights with respect to the Stonewall Golf Club. Section 3. Riqhts of Access and Parking. The Golf Courses and their members (regardless of whether such members are Owners hereunder), their guests, invitees, and the employees, agents, contractors, and designees of the Golf Courses shall at all times have a right and non-exclusive easement of access and use over all roadways located within the Properties reasonably necessary to travel fromlto the entrance to the Properties tolfrom the Golf Courses, and, further, over those portions of the Properties (whether Common Area or otherwise) reasonably necessary to the operation, maintenance, repair, and replacement of the facilities of the Golf Courses. Without limiting the generality of the foregoing, members of the Golf Courses and permitted members of the public shall have the right to park their vehicles on the roadways located within the Properties at reasonable times before, during, and after golf tournaments and other approved functions held bylat the Golf Courses. Section 4. Use of the Words "Robert Trent Jones". No Person shall use the words "Robert Trent Jones" or any derivative thereof in any printed or promotional material without the prior written consent of the Declarant and the Robert Trent Jones Golf Club. Without limiting the generality of the foregoing, no Person shall refer to the Robert Trent Jones Golf Club in advertising, addresses, or references as to location.

29 / Instr:2QQ Page: 29 OF 44 ARTICLE XIV - Other Declarations Section 1. Lake Manassas Declaration. The real property described on Exhibit A, together with the Golf Courses and certain other adjacent property comprise an approximately 803 acre parcel subject to the Lake Manassas Declaration. The Lake Manassas Association has been created having the owner of the Robert Trent Jones Golf Club, the Declarant, this Association and the Lake Manassas Residential Owners Association as members. The Lake Manassas Association has responsibility for insuring the maintenance of the Golf Courses, open spaces and Yards with respect to the property subject to the Lake Manassas Declaration. All Owners and Lots shall be subject to the terms and provisions of the Lake Manassas Declaration and the rights and obligations of the Lake Manassas Association. The Association is hereby authorized to impose assessments against Members to pay any assessments imposed on the Association orthe Properties pursuant to the Lake Manassas Association. If assessments are imposed by the Lake Manassas Association for maintenance of Yards and open areas belonging to a Member, such assessments shall be Maintenance Assessments and charged to the appropriate Member and Lot or any property owned by the Member. Special Assessments imposed pursuant to the second paragraph of Section 4 of Article X of the Lake Manassas Declaration (made with respect to an Owner or Lot to bring it into compliance) shall be charged to the appropriate Member and Lot. If assessments are imposed by the Lake Manassas Association for other purposes, such assessments shall be Common Expenses and charged against all Members in the same manner as Base Assessments. Section 2. Virqinia Oaks - Lake Manassas Declaration. The Virginia Oaks - Lake Manassas Association has been created having the Lake Manassas Association and the Virginia Oaks Association as members and having ultimate responsibility for the maintenance of the golf courses and open spaces and Yards on all of the Lake Manassas community and the adjacent community known as Virginia Oaks. All Members, Owners, Lots and the Association shall be subject to the terms and provisions of the Virginia Oaks - Lake Manassas Declaration and the rights and obligations of the Virginia Oaks - Lake Manassas Association. The Virginia Oaks-Lake Manassas Association does not have the right to lien for its common expenses against the Lots. If assessments are imposed by the Virginia Oaks - Lake Manassas Association for maintenance of Yards and open areas belonging to a Member, such assessments shall be in the form of Maintenance Assessments and charged to the appropriate Member and Lot. Section 3. Conflicts. In the case of any conflict between the provisions of the Virginia Oaks - Lake Manassas Declaration, the Lake Manassas Declaration and this Declaration, the terms of this Declaration shall be subject and subordinate to the terms of the Lake Manassas Declaration and the terms of the Lake Manassas Declaration shall be subject to the terms of the Virginia Oaks - Lake Manassas Declaration.

30 Page: 30 OF 44 Section 4. Easements Under Lake Manassas Declaration. The owner of the Robert Trent Jones Golf Club is the holder of an easement for ingress and egress to and from the Robert Trent Jones Golf Club over certain portions of Baltusrol Boulevard and Turtle Point Drive. Pursuant to the Lake Manassas Declaration, the terms of the easement may be further defined and maintenance agreements or cost sharing arrangements may be entered into with respect to the maintenance of the easement areas, all upon such terms and conditions as the Declarant may determine. ARTICLE XV - Stormwater Management Ponds In accordance with the requirements of the County of Prince William and stormwater management agreements entered into between Declarant and Prince William County, certain stormwater management ponds will be located within the Properties. Some of the stormwater management ponds are anticipated to be "dry" ponds that will have water in them only under rainy conditions. Currently, the County requires that each stormwater management pond be surrounded by fencing, unless all property owners within five hundred (500) feet of a pond petition for the removal of the fence and deletion of the fencing requirements after acknowledging responsibility for any possible liability resulting from removal of the fence and deletion of the fencing requirements. In order to enhance the appearance of the Properties, each Member whose property lies within five hundred (500) feet of a stormwater management pond agrees, upon request of the Board, to join in a petition to have the fence removed and the fencing requirement deleted. In the event the fence is removed and the fencing requirement deleted, the stormwater management pond shall be considered a Common Area and the Association shall obtain and keep in full force and effect public liability insurance satisfying the requirements of Article V to insure the Association and the Members against any loss or liability arising in connection therewith, and any resulting liability not covered by insurance shall be considered a Common Expense. ARTICLE XVI - Declarant's Rights Any or all of the special rights and obligations of the Declarant may be transferred to other Persons, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that contained herein, and provided further; no such transfer shall be effective unless the transferee agrees in the transfer documents to assume the obligations of the transferring Declarant and to be bound by this Declaration, the Articles of Incorporation and the By-Laws, and such transfer is made by a written instrument signed by the Declarant and duly recorded in the public records of Prince William County, Virginia. Nothing in this Declaration shall be construed to require Declarant or any successor to develop any of the property set forth in Exhibit A in any manner whatsoever. Notwithstanding any provisions contained in the Declaration to the contrary, during the Class B Control Period, it shall be expressly permissible for Declarant, its employees and agents, to maintain and carry on upon portions of the Common Area such facilities and activities as, in the sole opinion of Declarant, may be reasonably required, convenient, or incidental to the construction or sale of such Lots, including, but not limited to, business Page26 30 J:\LAKEMANA\351 6\Amended Declaration.doc 4/23/03,5/1/03,5/6/03;9/24/03

31 I I IIIIII I lllll I l Il1 l l111 l Ill l 1 Instr: Page: 31 OF 44 offices, signs, model Lots, and sales offices, and the Declarant, its employees and agents, shall have an easement for access to such facilities as well as unlimited access along the private streets. The right to maintain and carry on such facilities and activities shall include specifically the right to use Lots owned by the Declarant as models and sales offices. During the Class B Control Period, no Person shall record any declaration of covenants, conditions and restrictions, or declaration of condominium or similar instrument affecting any portion of the Properties without Declarant's review and written consent thereto, and any attempted recordation without compliance herewith shall result in such declaration of condominium or similar instrument being void and of no force and effect unless subsequently approved by recorded consent signed by the Declarant. ARTICLE XVll - General Provisions Section 1. Term. The covenants and restrictions of this Declaration shall run with the bind the Properties, and shall inure to the benefit of and shall be enforceable by the Association or the Owner of any Properties subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of twenty (20) years, unless an instrument in writing, signed by a majority of the then Owners, has been recorded within the year preceding the beginning of each successive period of twenty (20) years, agreeing to change said covenants and restrictions, in whole or in part, or to terminate the same, in which case this Declaration shall be modified or terminated as specified therein. Section 2. Amendment. Prior to the conveyance of the first Lot, Declarant may unilaterally amend this declaration. After such conveyance, the Declarant may unilaterally amend this Declaration so long as it still owns any property subjected to this Declaration The Declarant may unilaterally execute and record a corrective amendment or supplement to the Declaration to correct a mathematical mistake, an inconsistency or a scrivener's error, or clarify an ambiguity in the Declaration with respect to an objectively verifiable fact within five years after the recordation of the Declaration. No such amendment or supplement may materially reduce what the obligations of the Declarant would have been if the mistake, inconsistency, error or ambiguity had not occurred. Regardless of the date of recordation of the Declaration, the principal officer of the Association may also unilaterally execute and record such a corrective amendment or supplement upon a vote of two-thirds of the members of the Board of Directors. Thereafter and otherwise, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Members representing seventy-five (75%) percent of the total Class "A" votes of the Association. However, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under such clause. Any amendment to be effective must be recorded in the public records of Prince William County, Virginia.

32 Page: 32 OF 44 If an Owner consents to any amendment to this Declaration or the By- Laws, it will be conclusively presumed that such Owner has the authority so to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment. No amendment may remove, revoke, or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege. Section 3. Indemnification. The Association shall indemnify every officer, director, and committee member against any and all expenses, including counsel fees, reasonably incurred by or imposed upon such officer, director, or committee member in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which he or she may be a party by reason of'being or having been an officer, director, or committee member. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director, or committee member, or former officer, director, or committee member may be entitled. The Association shall, as a common expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available. The provisions of this Section shall not be deemed to limit or restrict any broader or more extensive indemnification rights or limitation of liability provisions contained in the Articles of Incorporation, the By-Laws, or the laws of the Commonwealth of Virginia. Section 4. Easements of Encroachment. There shall be reciprocal appurtenant easements of encroachment as between each Lot and such portion or portions of the Common Area adjacent thereto or as between adjacent Lots due to the unintentional placement or settling or shifting of the improvements constructed, reconstructed, or altered thereon (in accordance with the terms of these restrictions) to a distance of not more than three (3) feet, as measured from any point on the common boundary between each Lot and the adjacent portion of the Common Area or as between said adjacent Lots, as the case may be, along a line perpendicular to such boundary at such point; provided, however, in no event shall an easement for encroachment exist if such encroachment occurred due to willful and knowing conduct on the part of an Owner, tenant, or the Association. Section 5. Easements for Utilities, Etc. There is hereby reserved unto Declarant, during the Declarant Control Period or so long as the Declarant owns any property subjected to this Declaration the Association, and the designees of each (which may

33 Instr:20031Q B9 Page: 33 OF 44 include, without limitation, Prince William County, Virginia, and any utility), blanket easements upon, across, over, and under all of the Common Area and, to the extent shown on any plat, over the Lots for ingress, egress, installation, replacing, repairing, and maintaining cable television systems, master television antenna systems, security, and similar systems, roads, walkways, bicycle pathways, lakes, ponds, wetlands, drainage systems, street lights, signage, and all utilities, including, but not limited to, water, sewers, meter boxes, telephones, gas, and electricity. Without limiting the generality of the foregoing, there are hereby reserved for the local water supplier easements across all Lots for ingress, egress, installation, reading, replacing, repairing, and maintaining water meter boxes. Notwithstanding anything to the contrary contained in this Section, no sewers, electrical lines, water lines, or other utilities may be approved by the Association's Board of Directors across any portion of the Properties owned by Declarant except with the express written consent of the Declarant. There is hereby reserved to the State of Virginia, Prince William County and the City of Manassas an easement over the Common Area for purposes of monitoring and inspecting the Properties for compliance with their respective laws, ordinances and regulations, which easement shall extend to their respective agents, and employees. Should any entity furnishing a service covered by the general easement herein provided request a specific easement by separate recordable documents, the Board of Directors shall have the right to grant such easement over the Properties without conflicting with the terms hereof. The easements provided for in this Article shall in no way adversely affect any other recorded easement on the Properties. The Board shall have, by a two-thirds (213) vote, the power to dedicate portions of the Common Area to Prince William County, Virginia or to any other local, state, or federal governmental entity, subject to any restrictions contained in the Lake Manassas Declaration or the Virginia Oaks - Lake Manassas Declaration. Section 6. Mail Service and Addresses. In the event the Association elects to provide mail service as a service to the Owners, the cost of such private service shall be a Common Expense. In order to insure the identification of the Properties as "Lake Manassas," each Owner agrees to utilize the full zip code assigned for Lake Manassas in all addresses. Section 7. Conflicts with Laws. In the event any provision of this Declaration, the CDC-LUS or the rules and regulations of the Association conflict with applicable laws, ordinances or governmental requirements, then such laws and ordinances shall control and the provisions of this Declaration, the CDC-LUS or the rules and regulations shall be deemed amended accordingly. Such conflict shall not invalidate or amend any provisions that are not in conflict with applicable laws, ordinances or governmental requirements.

34 Page: 34 OF Section 8. Lake Manassas Reservoir. Each Owner acknowledges that the lake which is nearby to the Properties known as Lake Manassas (the "Lake Manassas Reservoir") is a drinking water reservoir that is not a part of or an amenity to the Properties or any Lot, but instead is a public water supply project subject to the control and direction of the City of Manassas. No Owner shall, by virtue of ownership of a Lot, have any rights to use the Lake Manassas Reservoir for recreational purposes or to prevent or direct the control and management of the Lake Manassas Reservoir. The Association shall have the right to enforce compliance with the provisions of this Section by any legal means, including injunctive relief. Section 9. Severabilitv. 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. Section 10. Riaht of Entw. The Association shall have the right, but not the obligation, to enter into any Lot for emergency, security, and safety, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. This right of entry shall include the right of the Association to enter a Lot to cure any condition which may increase the possibility of a fire or other hazard in the event an Owner fails or refuses to cure the condition upon request by the Board. Section 11. Litisation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by a vote of seventy-five (75%) percent of the Members. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens), (b) the imposition and collection of assessments as provided in Article X hereof, (c) proceedings involving challenges to ad valorem taxation, or (d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made by the Declarant or is approved by the percentage votes, and pursuant to the same procedures, necessary to institute proceedings as provided above. Section 12. Identification as Lake Manassas. Every portion of the Properties shall be identified as part of the development known as "Lake Manassas," and each Member agrees to identify itself as part of Lake Manassas or located in Lake Manassas, and not to establish or attempt to establish an identity separate from Lake Manassas. This provision shall not preclude areas from having distinctive names or designations within Lake Manassas, but all such areas shall be an integrated part of the Lake Manassas development.